Edgar Filing: INTUIT INC

Large accelerated filer þ

Accelerated filer o

Non-accelerated filer o

Smaller reporting company o

(Do not check if a smaller reporting company)

FY14 Q2 10Q Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________

FORM 10-Q



þ		Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the quarterly period ended January 31, 2014



o		Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
		For the transition period from ____________ to ____________ .

Commission File Number 0-21180

INTUIT INC.

(Exact name of registrant as specified in its charter)



Delaware (State of incorporation)		77-0034661 (IRS employer identification no.)
	2700 Coast Avenue, Mountain View, CA 94043 (Address of principal executive offices)

	(650) 944-6000 (Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 283,313,817 shares of Common Stock, $0.01 par value, were outstanding at February 17, 2014.

INTUIT INC.

FORM 10-Q

INDEX



	Page Number
PART I FINANCIAL INFORMATION

ITEM 1: Financial Statements

Condensed Consolidated Statements of Operations for the three and six months ended January 31, 2014 and 2013	3

Condensed Consolidated Statements of Comprehensive Income (Loss) for the three and six months ended January 31, 2014 and 2013	4

Condensed Consolidated Balance Sheets at January 31, 2014 and July 31, 2013	5

Condensed Consolidated Statements of Stockholders’ Equity for the six months ended January 31, 2014 and 2013	6

Condensed Consolidated Statements of Cash Flows for the six months ended January 31, 2014 and 2013	7

Notes to Condensed Consolidated Financial Statements	8

ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

ITEM 3: Quantitative and Qualitative Disclosures about Market Risk	33

ITEM 4: Controls and Procedures	34

PART II OTHER INFORMATION

ITEM 1: Legal Proceedings	35

ITEM 1A: Risk Factors	35

ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds	46

ITEM 6: Exhibits	46

Signatures	47


EX-10.01
EX-10.02
EX-10.03
EX-31.01
EX-31.02
EX-32.01
EX-32.02
EX-101.INS XBRL Instance Document
EX-101.SCH XBRL Taxonomy Extension Schema
EX-101.CAL XBRL Taxonomy Extension Calculation Linkbase
EX-101.LAB XBRL Taxonomy Extension Label Linkbase
EX-101.PRE XBRL Taxonomy Extension Presentation Linkbase
EX-101.DEF XBRL Taxonomy Extension Definition Linkbase

Intuit, the Intuit logo, QuickBooks, TurboTax, Lacerte, ProSeries, Quicken, and Mint, among others, are registered trademarks and/or registered service marks of Intuit Inc., or one of its subsidiaries, in the United States and other countries. Other parties’ marks are the property of their respective owners.

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PART I

ITEM 1

FINANCIAL STATEMENTS

INTUIT INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)



	Three Months Ended						Six Months Ended
(In millions, except per share amounts)	January 31, 2014			January 31, 2013			January 31, 2014			January 31, 2013
Net revenue:
Product	$	287		$	402		$	516		$	629
Service and other	495			482			888			817
Total net revenue	782			884			1,404			1,446
Costs and expenses:
Cost of revenue:
Cost of product revenue	45			40			74			72
Cost of service and other revenue	125			121			233			224
Amortization of acquired technology	6			5			12			9
Selling and marketing	352			351			610			578
Research and development	186			169			362			337
General and administrative	109			107			227			201
Amortization of other acquired intangible assets	5			7			9			14
Total costs and expenses	828			800			1,527			1,435
Operating income (loss) from continuing operations	(46		)	84			(123		)	11
Interest expense	(8		)	(7		)	(16		)	(15		)
Interest and other income, net	—			1			5			3
Income (loss) before income taxes	(54		)	78			(134		)	(1		)
Income tax provision (benefit)	(17		)	13			(40		)	(12		)
Net income (loss) from continuing operations	(37		)	65			(94		)	11
Net income from discontinued operations	—			6			46			41
Net income (loss)	$	(37	)	$	71		$	(48	)	$	52

Basic net income (loss) per share from continuing operations	$	(0.13	)	$	0.22		$	(0.33	)	$	0.04
Basic net income per share from discontinued operations	—			0.02			0.16			0.14
Basic net income (loss) per share	$	(0.13	)	$	0.24		$	(0.17	)	$	0.18
Shares used in basic per share calculations	284			296			286			296

Diluted net income (loss) per share from continuing operations	$	(0.13	)	$	0.21		$	(0.33	)	$	0.04
Diluted net income per share from discontinued operations	—			0.02			0.16			0.13
Diluted net income (loss) per share	$	(0.13	)	$	0.23		$	(0.17	)	$	0.17
Shares used in diluted per share calculations	284			303			286			302

Dividends declared per common share	$	0.19		$	0.17		$	0.38		$	0.34

See accompanying notes.

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INTUIT INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)



	Three Months Ended					Six Months Ended
(In millions)	January 31, 2014			January 31, 2013		January 31, 2014			January 31, 2013

Net income (loss)	$	(37	)	$	71	$	(48	)	$	52
Other comprehensive income (loss), net of income taxes:
Unrealized gains on available-for-sale debt securities	—			—		2			—
Unrealized gains (losses) on available-for-sale equity securities	(3		)	—		(4		)	3
Foreign currency translation gains (losses)	(6		)	—		(8		)	1
Total other comprehensive income (loss), net	(9		)	—		(10		)	4
Comprehensive income (loss)	$	(46	)	$	71	$	(58	)	$	56

See accompanying notes.

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INTUIT INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)



(In millions)	January 31, 2014			July 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	625		$	1,009
Investments	706			652
Accounts receivable, net	435			130
Income taxes receivable	223			62
Deferred income taxes	135			166
Prepaid expenses and other current assets	127			98
Current assets of discontinued operations	—			44
Current assets before funds held for customers	2,251			2,161
Funds held for customers	290			235
Total current assets	2,541			2,396
Long-term investments	45			83
Property and equipment, net	573			555
Goodwill	1,295			1,246
Acquired intangible assets, net	158			149
Other assets	106			102
Long-term assets of discontinued operations	—			955
Total assets	$	4,718		$	5,486
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	225		$	137
Accrued compensation and related liabilities	182			218
Deferred revenue	833			495
Other current liabilities	260			156
Current liabilities of discontinued operations	—			39
Current liabilities before customer fund deposits	1,500			1,045
Customer fund deposits	290			235
Total current liabilities	1,790			1,280
Long-term debt	499			499
Other long-term obligations	194			167
Long-term obligations of discontinued operations	—			9
Total liabilities	2,483			1,955
Commitments and contingencies
Stockholders’ equity:
Preferred stock	—			—
Common stock and additional paid-in capital	3,376			3,201
Treasury stock, at cost	(6,254		)	(4,952		)
Accumulated other comprehensive income	10			20
Retained earnings	5,103			5,262
Total stockholders’ equity	2,235			3,531
Total liabilities and stockholders’ equity	$	4,718		$	5,486

See accompanying notes.

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INTUIT INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)



(In millions, except shares in thousands)	Shares of Common Stock		Common Stock and Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income			Retained Earnings			Total Stockholders' Equity
Balance at July 31, 2013	299,503		$	3,201	$	(4,952	)	$	20		$	5,262		$	3,531
Comprehensive loss	—		—		—			(10		)	(48		)	(58		)
Issuance of stock under employee stock plans	4,188		33		100			—			—			133
Stock repurchases under stock repurchase programs	(20,178	)	—		(1,402		)	—			—			(1,402		)
Cash dividends declared ($0.38 per share)	—		—		—			—			(111		)	(111		)
Tax benefit from share-based compensation plans	—		43		—			—			—			43
Share-based compensation expense	—		99		—			—			—			99
Balance at January 31, 2014	283,513		$	3,376	$	(6,254	)	$	10		$	5,103		$	2,235



(In millions, except shares in thousands)	Shares of Common Stock		Common Stock and Additional Paid-In Capital		Treasury Stock			Accumulated Other Comprehensive Income		Retained Earnings			Total Stockholders' Equity
Balance at July 31, 2012	295,289		$	3,018	$	(4,911	)	$	25	$	4,612		$	2,744
Comprehensive income	—		—		—			4		52			56
Issuance of treasury stock under employee stock plans	4,814		16		125			—		—			141
Stock repurchases under stock repurchase programs	(3,361	)	—		(200		)	—		—			(200		)
Cash dividends declared ($0.34 per share)	—		—		—			—		(101		)	(101		)
Tax benefit from share-based compensation plans	—		56		—			—		—			56
Share-based compensation expense	—		96		—			—		—			96
Balance at January 31, 2013	296,742		$	3,186	$	(4,986	)	$	29	$	4,563		$	2,792

See accompanying notes.

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INTUIT INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)



	Six Months Ended
(In millions)	January 31, 2014			January 31, 2013
Cash flows from operating activities:
Net income (loss)	$	(48	)	$	52
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation	75			82
Amortization of acquired intangible assets	25			30
Share-based compensation expense	99			96
Pre-tax gain on sale of discontinued operations	(40		)	(53		)
Deferred income taxes	66			48
Tax benefit from share-based compensation plans	43			56
Excess tax benefit from share-based compensation plans	(43		)	(56		)
Other	11			9
Total adjustments	236			212
Changes in operating assets and liabilities:
Accounts receivable	(308		)	(358		)
Income taxes receivable	(161		)	(104		)
Prepaid expenses and other assets	(29		)	(41		)
Accounts payable	88			58
Accrued compensation and related liabilities	(49		)	(48		)
Deferred revenue	326			217
Other liabilities	87			123
Total changes in operating assets and liabilities	(46		)	(153		)
Net cash provided by operating activities	142			111
Cash flows from investing activities:
Purchases of available-for-sale debt securities	(320		)	(210		)
Sales of available-for-sale debt securities	145			190
Maturities of available-for-sale debt securities	147			95
Net change in money market funds and other cash equivalents held to satisfy customer fund obligations	(55		)	6
Net change in customer fund deposits	55			(6		)
Purchases of property and equipment	(93		)	(115		)
Acquisitions of businesses, net of cash acquired	(66		)	(3		)
Acquisitions of intangible assets, net of cash acquired	—			(2		)
Proceeds from divestiture of businesses	1,025			60
Other	(10		)	(17		)
Net cash provided by (used) in investing activities	828			(2		)
Cash flows from financing activities:
Net proceeds from issuance of stock under employee stock plans	125			141
Purchases of treasury stock	(1,402		)	(200		)
Cash dividends paid to stockholders	(111		)	(101		)
Excess tax benefit from share-based compensation plans	43			56
Net cash used in financing activities	(1,345		)	(104		)
Effect of exchange rates on cash and cash equivalents	(9		)	1
Net increase (decrease) in cash and cash equivalents	(384		)	6
Cash and cash equivalents at beginning of period	1,009			393
Cash and cash equivalents at end of period	$	625		$	399

See accompanying notes.

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INTUIT INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


1.	Description of Business and Summary of Significant Accounting Policies

Description of Business

Intuit Inc. provides business and financial management solutions for small businesses, consumers, and accounting professionals. With flagship products and services that include QuickBooks, TurboTax and Quicken, we help customers solve important business and financial management problems, such as running a small business, paying bills, filing income tax returns, and managing personal finances. ProSeries and Lacerte are Intuit’s tax preparation offerings for professional accountants. Incorporated in 1984 and headquartered in Mountain View, California, we sell our products and services primarily in the United States.

Basis of Presentation

These condensed consolidated financial statements include the financial statements of Intuit and its wholly owned subsidiaries. We have eliminated all significant intercompany balances and transactions in consolidation. We have included all adjustments, consisting only of normal recurring items, which we considered necessary for a fair presentation of our financial results for the interim periods presented. We have reclassified certain amounts previously reported in our financial statements to conform to the current presentation, including amounts related to discontinued operations and reportable segments. See Note 4, “Discontinued Operations,” and Note 10, “Segment Information,” for more information.

As discussed in Note 4, we sold our Intuit Websites business in September 2012. In August 2013 we sold our Intuit Financial Services (IFS) business and our Intuit Health business. We have reclassified our statements of operations for all periods presented to reflect these three businesses as discontinued operations. We have also segregated the net assets of IFS from continuing operations on our balance sheet at July 31, 2013. The net assets of Intuit Websites and Intuit Health were not significant, so we have not segregated them from continuing operations on our balance sheet at July 31, 2013. Because the cash flows of our Intuit Websites, IFS, and Intuit Health discontinued operations were not material for any period presented, we have not segregated the cash flows of those businesses from continuing operations on our statements of cash flows. Unless noted otherwise, discussions in these notes pertain to our continuing operations.

These unaudited condensed consolidated financial statements and accompanying notes should be read together with the audited consolidated financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2013. Results for the six months ended January 31, 2014 do not necessarily indicate the results we expect for the fiscal year ending July 31, 2014 or any other future period.

Seasonality

Significant Accounting Policies

We describe our significant accounting policies in Note 1 to the financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2013. There have been no changes to our significant accounting policies during the first six months of fiscal 2014.

Computation of Net Income (Loss) Per Share

We compute basic net income or loss per share using the weighted average number of common shares outstanding during the period. We compute diluted net income per share using the weighted average number of common shares and dilutive potential common shares outstanding during the period. Dilutive potential common shares include shares issuable upon the exercise of stock options and upon the vesting of restricted stock units (RSUs) under the treasury stock method.

We include stock options with combined exercise prices, unrecognized compensation expense and tax benefits that are less than the average market price for our common stock, and RSUs with unrecognized compensation expense and tax benefits that are less than the average market price for our common stock, in the calculation of diluted net income per share. We exclude stock

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options with combined exercise prices, unrecognized compensation expense and tax benefits that are greater than the average market price for our common stock, and RSUs with unrecognized compensation expense and tax benefits that are greater than the average market price for our common stock, from the calculation of diluted net income per share because their effect is anti-dilutive. Under the treasury stock method, the amount that must be paid to exercise stock options, the amount of compensation expense for future service that we have not yet recognized for stock options and RSUs, and the amount of tax benefits that will be recorded in additional paid-in capital when the awards become deductible are assumed to be used to repurchase shares.

In loss periods, basic net loss per share and diluted net loss per share are the same since the effect of potential common shares is anti-dilutive and therefore excluded.

The following table presents the composition of shares used in the computation of basic and diluted net income (loss) per share for the periods indicated.



	Three Months Ended					Six Months Ended
(In millions, except per share amounts)	January 31, 2014			January 31, 2013		January 31, 2014			January 31, 2013
Numerator:
Net income (loss) from continuing operations	$	(37	)	$	65	$	(94	)	$	11
Net income from discontinued operations	—			6		46			41
Net income (loss)	$	(37	)	$	71	$	(48	)	$	52

Denominator:
Shares used in basic per share amounts:
Weighted average common shares outstanding	284			296		286			296

Shares used in diluted per share amounts:
Weighted average common shares outstanding	284			296		286			296
Dilutive common equivalent shares from stock options
and restricted stock awards	—			7		—			6
Dilutive weighted average common shares outstanding	284			303		286			302

Basic and diluted net income (loss) per share:
Basic net income (loss) per share from continuing operations	$	(0.13	)	$	0.22	$	(0.33	)	$	0.04
Basic net income per share from discontinued operations	—			0.02		0.16			0.14
Basic net income (loss) per share	$	(0.13	)	$	0.24	$	(0.17	)	$	0.18

Diluted net income (loss) per share from continuing operations	$	(0.13	)	$	0.21	$	(0.33	)	$	0.04
Diluted net income per share from discontinued operations	—			0.02		0.16			0.13
Diluted net income (loss) per share	$	(0.13	)	$	0.23	$	(0.17	)	$	0.17

Shares excluded from computation of diluted net income (loss) per share:
Weighted average stock options and restricted stock units that would have been included in the computation of dilutive common equivalent shares outstanding if net income had been reported in the period	19			—		17			—

Weighted average stock options and restricted stock units excluded from computation due to anti-dilutive effect	—			3		3			3

Concentration of Credit Risk and Significant Customers

No customer accounted for 10% or more of total net revenue in the three or six months ended January 31, 2014 or January 31, 2013. Due to the seasonality of our small business, consumer tax and personal finance offerings, one retail customer accounted

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for 19% of gross accounts receivable at January 31, 2014. No customer accounted for 10% or more of gross accounts receivable at July 31, 2013.


2.	Fair Value Measurements

The authoritative guidance defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants on the measurement date. When determining fair value, we consider the principal or most advantageous market for an asset or liability and assumptions that market participants would use when pricing the asset or liability. In addition, we consider and use all valuation methods that are appropriate in estimating the fair value of an asset or liability.

The authoritative guidance establishes a fair value hierarchy that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities. In general, the authoritative guidance requires us to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. An asset or liability’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the measurement of its fair value. The three levels of input defined by the authoritative guidance are as follows:


•	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 significant 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 value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The following table summarizes financial assets and financial liabilities that we measured at fair value on a recurring basis at the dates indicated, classified in accordance with the fair value hierarchy described above.



	January 31, 2014								July 31, 2013
(In millions)	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Assets:
Cash equivalents, primarily money market funds	$	402	$	—	$	—	$	402	$	917	$	—	$	—	$	917
Available-for-sale debt securities:
Municipal bonds	—		517		—		517		—		489		—		489
Corporate notes	—		265		—		265		—		269		—		269
U.S. agency securities	—		71		—		71		—		69		—		69
Municipal auction rate securities	—		—		28		28		—		—		33		33
Available-for-sale corporate equity securities	28		—		—		28		33		—		—		33
Total available-for-sale securities	28		853		28		909		33		827		33		893
Total assets measured at fair value on a recurring basis	$	430	$	853	$	28	$	1,311	$	950	$	827	$	33	$	1,810
Liabilities:
Senior notes (1)	$	—	$	560	$	—	$	560	$	—	$	560	$	—	$	560

______________________________


(1)	Carrying value on our balance sheet at January 31, 2014 was $499 million and at July 31, 2013 was $499 million. See Note 6.

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The following table summarizes our cash equivalents and available-for-sale debt and equity securities by balance sheet classification and level in the fair value hierarchy at the dates indicated.



	January 31, 2014								July 31, 2013
(In millions)	Level 1		Level 2		Level 3		Total Fair Value		Level 1		Level 2		Level 3		Total Fair Value
Cash equivalents:
In cash and cash equivalents	$	287	$	—	$	—	$	287	$	857	$	—	$	—	$	857
In funds held for customers	115		—		—		115		60		—		—		60
Total cash equivalents	$	402	$	—	$	—	$	402	$	917	$	—	$	—	$	917
Available-for-sale securities:
In investments	$	28	$	678	$	—	$	706	$	—	$	652	$	—	$	652
In funds held for customers	—		175		—		175		—		175		—		175
In long-term investments	—		—		28		28		33		—		33		66
Total available-for-sale securities	$	28	$	853	$	28	$	909	$	33	$	827	$	33	$	893

We value our Level 1 assets, consisting primarily of money market funds, using quoted prices in active markets for identical instruments. Financial assets whose fair values we measure on a recurring basis using Level 2 inputs consist of municipal bonds, corporate notes, and U.S. agency securities. We measure the fair values of these assets with the help of a pricing service that either provides quoted market prices in active markets for identical or similar securities or uses observable inputs for their pricing without applying significant adjustments. Our fair value processes include controls that are designed to ensure that we record appropriate fair values for our Level 2 investments. These controls include comparison to pricing provided by a secondary pricing service or investment manager, validation of pricing sources and models, review of key model inputs, analysis of period-over-period price fluctuations, and independent recalculation of prices where appropriate.

Financial liabilities whose fair values we measure using Level 2 inputs consist of debt. See Note 6, “Long-Term Obligations,” for more information. We measure the fair value of our senior notes based on their trading prices and the interest rates we could obtain for other borrowings with similar terms.

Financial assets whose fair values we measure using significant unobservable (Level 3) inputs consist of municipal auction rate securities that are no longer liquid. We estimate the fair values of these auction rate securities using a discounted cash flow model. During the first six months of fiscal 2014 we redeemed $5 million of these securities at par, leaving a remaining balance of $28 million at January 31, 2014. We continued to classify them as long-term investments based on the maturities of the underlying securities at that date. We do not intend to sell our municipal auction rate securities and it is not more likely than not that we will be required to sell them before recovery at par, which may be at maturity.

There were no transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the six months ended January 31, 2014.


3.	Cash and Cash Equivalents, Investments and Funds Held for Customers

We consider highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents. Cash equivalents consist primarily of AAA-rated money market funds in all periods presented. Investments at January 31, 2014 consist of available-for-sale investment-grade debt securities that we carry at fair value and an available-for-sale corporate equity investment that we carry at fair value. Funds held for customers consist of cash and cash equivalents and investment grade available-for-sale debt securities in all periods presented. Long-term investments at January 31, 2014 consist primarily of municipal auction rate securities. See Note 2, “Fair Value Measurements,” for more information. Except for direct obligations of the United States government, securities issued by agencies of the United States government, and money market funds, we diversify our investments in debt securities by limiting our holdings with any individual issuer.

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The following table summarizes our cash and cash equivalents, investments, and funds held for customers by balance sheet classification at the dates indicated.



	January 31, 2014				July 31, 2013
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Classification on balance sheets:
Cash and cash equivalents	$	625	$	625	$	1,009	$	1,009
Investments	682		706		653		652
Funds held for customers	290		290		235		235
Long-term investments	45		45		54		83
Total cash and cash equivalents, investments, and funds held for customers	$	1,642	$	1,666	$	1,951	$	1,979

The following table summarizes our cash and cash equivalents, investments, and funds held for customers by investment category at the dates indicated. See Note 2, “Fair Value Measurements,” for more information on our municipal auction rate securities.



	January 31, 2014				July 31, 2013
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Type of issue:
Total cash and cash equivalents	$	740	$	740	$	1,069	$	1,069
Available-for-sale debt securities:
Municipal bonds	516		517		489		489
Corporate notes	265		265		269		269
U.S. agency securities	71		71		69		69
Municipal auction rate securities	28		28		33		33
Total available-for-sale debt securities	880		881		860		860
Available-for-sale corporate equity securities	5		28		5		33
Other long-term investments	17		17		17		17
Total cash and cash equivalents, investments, and funds held for customers	$	1,642	$	1,666	$	1,951	$	1,979

We use the specific identification method to compute gains and losses on investments. We include realized gains and losses on our available-for-sale debt securities in interest and other income, net in our statements of operations. Gross realized gains and losses on our available-for-sale debt securities for the six months ended January 31, 2014 and January 31, 2013 were not significant.

We accumulate unrealized gains and losses on our available-for-sale debt and equity securities, net of income taxes, in accumulated other comprehensive income in the stockholders’ equity section of our balance sheets. Gross unrealized gains and losses on our available-for-sale debt securities at January 31, 2014 and July 31, 2013 were not significant. The cumulative gross unrealized gain on our available-for-sale corporate equity security was approximately $23 million at January 31, 2014.

We periodically review our investment portfolios to determine if any investment is other-than-temporarily impaired due to changes in credit risk or other potential valuation concerns. We believe that the investments we held at January 31, 2014 were not other-than-temporarily impaired. Unrealized losses on available-for-sale debt securities at January 31, 2014 were not significant and were due to changes in interest rates, including market credit spreads, and not due to increased credit risks associated with specific securities. We do not intend to sell these investments and it is not more likely than not that we will be required to sell them before recovery at par, which may be at maturity.

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The following table summarizes our available-for-sale debt securities classified by the stated maturity date of the security at the dates indicated.



	January 31, 2014				July 31, 2013
(In millions)	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Due within one year	$	278	$	278	$	234	$	235
Due within two years	311		311		245		245
Due within three years	147		148		211		210
Due after three years	144		144		170		170
Total available-for-sale debt securities	$	880	$	881	$	860	$	860

Available-for-sale debt securities due after three years in the table above include our municipal auction rate securities. See Note 2, “Fair Value Measurements,” for more information. All of the remaining securities in that category had effective maturities of three years or less due to interest reset dates or mandatory call dates.


4.	Discontinued Operations

Intuit Financial Services

On August 1, 2013 we completed the sale of our Intuit Financial Services (IFS) business for approximately $1.025 billion in cash. We recorded a gain on the disposal of IFS of approximately $36 million, net of income taxes, in the first quarter of fiscal 2014. The decision to sell the IFS business was a result of management's desire to focus resources on our offerings for small businesses, consumers, and accounting professionals. The IFS business comprised substantially all of our former Financial Services reporting segment.

We classified our IFS business as discontinued operations and have therefore segregated its operating results from continuing operations in our statements of operations for all periods presented. Revenue for IFS during the three and six months ended January 31, 2013 was $80 million and $160 million. Income before income taxes for IFS during the three and six months ended January 31, 2013 was $15 million and $26 million. We have also segregated the net assets of IFS from continuing operations on our balance sheet at July 31, 2013. Because operating cash flows from the IFS business were not material for any period presented, we have not segregated them from continuing operations on our statements of cash flows.

Intuit Health

In July 2013 management having the authority to do so formally approved a plan to sell our Intuit Health business and on August 19, 2013 we completed the sale for cash consideration that was not significant. We recorded a $4 million pre-tax loss on the disposal of Intuit Health that was more than offset by a related income tax benefit of approximately $14 million, resulting in a net gain on disposal of approximately $10 million in the first quarter of fiscal 2014. The decision to sell the Intuit Health business was a result of management's desire to focus resources on its offerings for small businesses, consumers, and accounting professionals. Intuit Health was part of our former Other Businesses reporting segment.

We classified our Intuit Health business as discontinued operations and have therefore segregated its operating results in our statements of operations for all periods presented. We have not segregated the net assets of Intuit Health from continuing operations on our balance sheets at July 31, 2013 because net assets held for sale consisted primarily of operating assets and liabilities that were not material. Because operating cash flows from the Intuit Health business were also not material for any period presented, we have not segregated them from continuing operations on our statements of cash flows.

Intuit Websites

On September 17, 2012 we sold our Intuit Websites business, which was a component of our former Financial Management Solutions reporting segment, for approximately $60 million in cash and recorded a gain on disposal of approximately $32 million, net of income taxes.

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5.	Current Liabilities

Unsecured Revolving Credit Facility

On February 17, 2012 we entered into an agreement with certain institutional lenders for a $500 million unsecured revolving credit facility that will expire on February 17, 2017. Advances under the credit facility will accrue interest at rates that are equal to, at our election, either JP Morgan's alternate base rate plus a margin that ranges from 0.0% to 0.5% or London Interbank Offered Rate (LIBOR) plus a margin that ranges from 0.9% to 1.5%. Actual margins under either election will be based on our senior debt credit ratings. The agreement includes customary affirmative and negative covenants, including financial covenants that require us to maintain a ratio of total debt to annual earnings before interest, taxes, depreciation and amortization (EBITDA) of not greater than 3.25 to 1.00 as of any date and a ratio of annual EBITDA to interest payable of not less than 3.00 to 1.00 as of the last day of each fiscal quarter. We remained in compliance with these covenants at all times during the quarter ended January 31, 2014. We may use amounts borrowed under this credit facility for general corporate purposes, including future acquisitions. To date we have not borrowed under this credit facility.

Other Current Liabilities

Other current liabilities were as follows at the dates indicated:



(In millions)	January 31, 2014		July 31, 2013
Reserve for product returns	$	71	$	20
Reserve for rebates	62		15
Current portion of license fee payable	10		10
Current portion of deferred rent	7		8
Interest payable	10		10
Executive deferred compensation plan liabilities	68		64
Other	32		29
Total other current liabilities	$	260	$	156

The balances of several of our other current liabilities, particularly our reserves for product returns and rebates, are affected by the seasonality of our business. See Note 1, “Description of Business and Summary of Significant Accounting Policies – Seasonality,” for more information.


6.	Long-Term Obligations

Long-Term Debt

On March 12, 2007 we issued $500 million of 5.75% senior unsecured notes due on March 15, 2017 (the Notes). We carried the Notes at face value less the unamortized discount in long-term debt on our balance sheets at January 31, 2014 and July 31, 2013. The Notes are redeemable by Intuit at any time, subject to a make-whole premium, and include covenants that limit our ability to grant liens on our facilities and to enter into sale and leaseback transactions, subject to significant allowances. We paid $14 million in cash for interest on the Notes during the six months ended January 31, 2014 and $14 million in cash for interest on the Notes during the six months ended January 31, 2013.

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Other Long-Term Obligations

Other long-term obligations were as follows at the dates indicated:



(In millions)	January 31, 2014			July 31, 2013
Total deferred rent	$	55		$	55
Total license fee payable	50			48
Long-term income tax liabilities	39			38
Long-term deferred revenue	16			32
Long-term deferred income tax liabilities	44			6
Other	8			7
Total long-term obligations	212			186
Less current portion (included in other current liabilities)	(18		)	(19		)
Long-term obligations due after one year	$	194		$	167


7.	Income Taxes

Effective Tax Rate

We compute our provision for or benefit from income taxes by applying the estimated annual effective tax rate to income or loss from recurring operations and adding the effects of any discrete income tax items specific to the period.

Our effective tax rates for the three and six months ended January 31, 2014 were approximately 31% and 30%. Excluding discrete tax items primarily related to share-based compensation, our effective tax rates for those periods were approximately 34% and did not differ significantly from the federal statutory rate of 35%. The benefits we received from the domestic production activities deduction and the federal research and experimentation credit were substantially offset by state income taxes in both periods.

In January 2013 the American Taxpayer Relief Act of 2012 was signed into law. The Act included a reinstatement of the federal research and experimentation credit through December 31, 2013 that was retroactive to January 1, 2012. We recorded a discrete tax benefit for the retroactive effect during the three months ended January 31, 2013. As of January 31, 2014, the federal research and experimentation credit had not been reinstated.

Our effective tax rate for the three months ended January 31, 2013 was approximately 17% and we recorded a $12 million tax benefit on a pretax loss of $1 million for the six months ended January 31, 2013. Excluding discrete tax items primarily related to the reinstatement of the federal research and experimentation credit, our effective tax rates for the three and six months ended January 31, 2013 did not differ significantly from the federal statutory rate of 35%. The benefits we received from the domestic production activities deduction and the federal research and experimentation credit were substantially offset by state income taxes in both periods.

Unrecognized Tax Benefits and Other Considerations

The total amount of our unrecognized tax benefits at July 31, 2013 was $39 million. Net of related deferred tax assets, unrecognized tax benefits were $27 million at that date. If we were to recognize these net benefits, our income tax expense would reflect a favorable net impact of $27 million. There were no material changes to these amounts during the six months ended January 31, 2014. We do not believe that it is reasonably possible that there will be a significant increase or decrease in our unrecognized tax benefits over the next 12 months.


8.	Stockholders’ Equity

Stock Repurchase Programs and Treasury Shares

Intuit’s Board of Directors has authorized a series of common stock repurchase programs. Shares of common stock repurchased under these programs become treasury shares. We repurchased 20.2 million shares for $1.4 billion under these programs during the six months ended January 31, 2014 and 3.4 million shares for $200 million under these programs during the six months ended January 31, 2013. At January 31, 2014, we had authorization from our Board of Directors to expend up to an additional $2.0 billion for stock repurchases through August 19, 2017. Future stock repurchases under the current program are at the

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discretion of management, and authorization of future stock repurchase programs is subject to the final determination of our Board of Directors.

To facilitate our stock repurchase program, from time to time we repurchase shares in the open market. On August 23, 2013 we entered into an accelerated share repurchase (ASR) agreement with a large financial institution to repurchase $1.4 billion of Intuit's common stock on an accelerated basis. On August 23, 2013 we paid $1.4 billion to the financial institution and received an initial delivery of 17.6 million shares of Intuit common stock. On December 23, 2013 we received a final delivery of 2.6 million shares of Intuit common stock. We treated the ASR as a forward contract indexed to our own common stock. The forward contract met all of the applicable criteria for equity classification, so we did not account for it as a derivative instrument. We have reflected the shares delivered to us by the financial institution as treasury shares as of the date they were physically delivered in computing weighted average shares outstanding for both basic and diluted net loss per share. The repurchased shares did not have a material impact on our net loss per share calculations for the three or six months ended January 31, 2014.

Our treasury shares are repurchased at the market price on the trade date; accordingly, all amounts paid to reacquire these shares have been recorded as treasury stock on our balance sheets. Repurchased shares of our common stock are held as treasury shares until they are reissued or retired. When we reissue treasury stock, if the proceeds from the sale are more than the average price we paid to acquire the shares we record an increase in additional paid-in capital. Conversely, if the proceeds from the sale are less than the average price we paid to acquire the shares, we record a decrease in additional paid-in capital to the extent of increases previously recorded for similar transactions and a decrease in retained earnings for any remaining amount.

In the past we have satisfied option exercises and restricted stock unit vesting under our employee equity incentive plans by reissuing treasury shares, and we may do so again in the future. During the second quarter of fiscal 2014 we began issuing new shares of common stock to satisfy option exercises and RSU vesting under our 2005 Equity Incentive Plan. We have not yet determined the ultimate disposition of the shares that we have repurchased in the past, and consequently we continue to hold them as treasury shares.

Dividends on Common Stock

During the six months ended January 31, 2014 we declared and paid quarterly cash dividends that totaled $0.38 per share of outstanding common stock or $111 million. In February 2014 our Board of Directors declared a quarterly cash dividend of $0.19 per share of outstanding common stock payable on April 18, 2014 to stockholders of record at the close of business on April 10, 2014. Future declarations of dividends and the establishment of future record dates and payment dates are subject to the final determination of our Board of Directors.

Share-Based Compensation Expense

The following table summarizes the total share-based compensation expense that we recorded in operating income (loss) from continuing operations for the periods shown.



	Three Months Ended						Six Months Ended
(In millions, except per share amounts)	January 31, 2014			January 31, 2013			January 31, 2014			January 31, 2013
Cost of revenue	$	2		$	1		$	4		$	3
Selling and marketing	16			16			31			32
Research and development	16			13			30			26
General and administrative	18			14			34			29
Total share-based compensation expense	52			44			99			90
Income tax benefit	(16		)	(15		)	(32		)	(30		)
Decrease in net income or increase in net loss from continuing operations	$	36		$	29		$	67		$	60
Decrease in net income or increase in net loss per share:
Basic	$	0.13		$	0.10		$	0.23		$	0.20
Diluted	$	0.13		$	0.10		$	0.23		$	0.20

The table above excludes share-based compensation expense for our discontinued operations, which totaled approximately $3 million and $6 million for the three and six months ended January 31, 2013. Because we have not reclassified our statements of cash flows to segregate discontinued operations, the $6 million in share-based compensation for discontinued operations is included in share-based compensation expense on our statement of cash flows for the six months ended January 31, 2013.

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Share-Based Awards Available for Grant

A summary of share-based awards available for grant under our 2005 Equity Incentive Plan for the six months ended January 31, 2014 was as follows:



(Shares in thousands)	Shares Available for Grant
Balance at July 31, 2013	12,120
Additional shares authorized	19,000
Options granted	(28	)
Restricted stock units granted (1)	(1,436	)
Share-based awards canceled/forfeited/expired (1)(2)	2,986
Balance at January 31, 2014	32,642

________________________________

(1)

Under the terms of our Amended and Restated 2005 Equity Incentive Plan, as amended through July 24, 2012 (2005 Equity Incentive Plan), RSUs granted from the pool of shares available for grant on or after November 1, 2010 reduce the pool by 2.3 shares for each share granted. RSUs forfeited and returned to the pool of shares available for grant increase the pool by 2.3 shares for each share forfeited.


(2)	Stock options and restricted stock units canceled, expired or forfeited under our 2005 Equity Incentive Plan, are returned to the pool of shares available for grant. Stock options and restricted stock units canceled, expired or forfeited under older expired plans are not returned to the pool of shares available for grant.

Stock Option Activity and Related Share-Based Compensation Expense

A summary of stock option activity for the six months ended January 31, 2014 was as follows:



	Options Outstanding
(Shares in thousands)	Number of Shares		Weighted Average Exercise Price Per Share
Balance at July 31, 2013	14,206		$	43.77
Options assumed and converted in connection with acquisitions	17		13.61
Options granted	28		66.00
Options exercised	(3,064	)	38.12
Options canceled or expired	(447	)	52.77
Balance at January 31, 2014	10,740		$	45.02

Exercisable at January 31, 2014	6,395		$	36.38

At January 31, 2014, there was approximately $42 million of unrecognized compensation cost related to non-vested stock options that we expect to recognize as expense in the future. We will adjust unrecognized compensation cost for future changes in estimated forfeitures. We expect to recognize that cost over a weighted average vesting period of 2.0 years.

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Restricted Stock Unit Activity and Related Share-Based Compensation Expense

A summary of restricted stock unit activity for the six months ended January 31, 2014 was as follows:



	Restricted Stock Units
(Shares in thousands)	Number of Shares		Weighted Average Grant Date Fair Value
Nonvested at July 31, 2013	9,184		$	55.23
Granted	624		69.82
Restricted stock units assumed or granted in connection with acquisitions	656		69.48
Vested	(784	)	48.25
Forfeited	(1,161	)	63.65
Nonvested at January 31, 2014	8,519		$	56.89

At January 31, 2014, there was approximately $289 million of unrecognized compensation cost related to non-vested RSUs that we expect to recognize as expense in the future. We will adjust unrecognized compensation cost for future changes in estimated forfeitures. We expect to recognize that cost over a weighted average vesting period of 2.2 years.


9.	Litigation

On January 13, 2012, two putative class actions were filed against Intuit Inc. in connection with our TurboTax income tax preparation software: Smith v. Intuit Inc. (U.S. District Court, Northern District of California) and Quildon v. Intuit Inc. (California Superior Court, Santa Clara County). The plaintiffs in both cases had asserted that the fees charged for the refund processing service offered within TurboTax are “refund anticipation loans” and the disclosures about those fees do not comply with California and federal laws. The Smith case was brought in federal court on behalf of a proposed nationwide class and subclasses; the Quildon case was brought in state court on behalf of a proposed California class and subclasses. In January 2013, for the purposes of settlement and without any admission of wrongdoing or liability, Intuit reached an agreement in principle to resolve all claims raised in the Smith and Quildon matters for an amount that is not material to our consolidated financial statements. We accrued that amount in the second quarter of fiscal 2013. In October 2013, the U.S. District Court granted final approval to the settlement of the Smith case. An objector lodged a notice of appeal of that order to the U.S. Court of Appeals for the Ninth Circuit. In January 2014, that appeal was dismissed and the Smith case was resolved. The parties have agreed to seek dismissal of the Quildon case. We currently believe that the likelihood of a material change to the proposed settlement amount is remote.

Intuit is subject to certain routine legal proceedings, as well as demands, claims and threatened litigation, that arise in the normal course of our business, including assertions that we may be infringing patents or other intellectual property rights of others. We currently believe that, in addition to any amounts accrued, the amount of potential losses, if any, for any pending claims of any type (either alone or combined) will not have a material impact on our consolidated financial statements. The ultimate outcome of any litigation is uncertain and, regardless of outcome, litigation can have an adverse impact on Intuit because of defense costs, negative publicity, diversion of management resources and other factors. Our failure to obtain necessary license or other rights, or litigation arising out of intellectual property claims could adversely affect our business.


10.	Segment Information

See Note 4, “Discontinued Operations,” for information about our Intuit Financial Services and Intuit Health businesses, which we classified as discontinued operations during fiscal 2013. Effective August 1, 2013, we reorganized our continuing businesses to align with our strategic focus on small businesses, consumers, and professional accountants. We also aligned our international businesses, all of which were in our former Other Businesses segment, into their respective lines of business and we are now managing those international businesses within their respective reportable segments. As a result of this reorganization, we have defined three reportable segments based on factors such as how we manage our operations and how our chief operating decision maker views results. We define the chief operating decision maker (CODM) as our Chief Executive Officer and our Chief Financial Officer. Our CODM organizes and manages our business primarily on the basis of product and service offerings. The CODM reviews revenue by reportable segment and by product line within each reportable segment, but reviews operating income or loss only at the reportable segment level.

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Small Business. Our Small Business segment includes three main product lines – Small Business Financial Solutions, Small Business Management Solutions, and Accountant and Advisor – targeting the small business market.

•

Our Small Business Financial Solutions product line includes QuickBooks financial and business management software and services; QuickBooks technical support; and financial supplies. This product line also includes several payment processing services for small businesses, including merchant services such as credit and debit card processing; Web-based transaction processing services for online merchants; GoPayment mobile payment processing services; QuickBooks Point of Sale solutions; and secure online payments for small businesses and their customers through the Intuit Payment Network.

•

Our Small Business Management Solutions product line includes small business payroll products and services, including desktop payroll offerings such as QuickBooks Basic Payroll and QuickBooks Enhanced Payroll; online payroll offerings such as Quickbooks Online Payroll and Intuit Online Payroll; and full service payroll offerings such as QuickBooks Assisted Payroll and Intuit Full Service Payroll. This product line also includes Demandforce, which provides online marketing and customer communication solutions, and QuickBase.


•	Our Accountant and Advisor product line includes QuickBooks Accountant, QuickBooks Accountant Plus, and QuickBooks Online Accountant as well as the QuickBooks ProAdvisor Program and Cloud ProAdvisor Program, all of which are intended for the accounting professionals who serve small businesses.

Consumer. Our Consumer segment includes two product lines – Consumer Tax and Consumer Ecosystem – targeting consumers.


•	Consumer Tax includes TurboTax income tax preparation products and services and electronic tax filing services.


•	Consumer Ecosystem includes our personal finance offerings, Quicken and Mint.

Professional Tax. Our Professional Tax segment targets professional accountants and includes Lacerte, ProSeries, and Intuit Tax Online professional tax preparation products and services, electronic tax filing services, bank product transmission services, and training services.

All of our business segments operate primarily in the United States and sell primarily to customers in the United States. International total net revenue was approximately 5% of consolidated total net revenue for all periods presented.

We include expenses such as corporate selling and marketing, product development, and general and administrative expenses and share-based compensation expenses that are not allocated to specific segments in unallocated corporate items. Unallocated corporate items also include amortization of acquired technology, amortization of other acquired intangible assets, and goodwill and intangible asset impairment charges.

The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the financial statements in Item 8 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2013. Except for goodwill and purchased intangible assets, we do not generally track assets by reportable segment and, consequently, we do not disclose total assets by reportable segment.

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The following table shows our financial results by reportable segment for the periods indicated. Results for all periods presented have been adjusted to exclude results for our Intuit Websites, Intuit Financial Services, and Intuit Health businesses, which we have classified as discontinued operations for all periods presented. See Note 4, “Discontinued Operations,” for more information. Segment results for fiscal 2013 have also been reclassified to conform to the fiscal 2014 segment presentation, as described earlier in this footnote.



	Three Months Ended						Six Months Ended
(In millions)	January 31, 2014			January 31, 2013			January 31, 2014			January 31, 2013
Net revenue:
Small Business segment:
Small Business Financial Solutions	$	340		$	323		$	656		$	614
Small Business Management Solutions	202			175			391			339
Accountant and Advisor	18			20			33			34
Total Small Business segment revenue	560			518			1,080			987

Consumer segment:
Consumer Tax	138			216			180			254
Consumer Ecosystem	49			43			84			77
Total Consumer segment revenue	187			259			264			331

Professional Tax segment revenue	35			107			60			128
Total net revenue	$	782		$	884		$	1,404		$	1,446

Operating income (loss) from continuing operations:
Small Business segment	$	197		$	190		$	387		$	355
Consumer segment	(3		)	38			(27		)	21
Professional Tax segment	(9		)	66			(18		)	55
Total segment operating income	185			294			342			431
Unallocated corporate items:
Share-based compensation expense	(52		)	(44		)	(99		)	(90		)
Other common expenses	(168		)	(154		)	(345		)	(307		)
Amortization of acquired technology	(6		)	(5		)	(12		)	(9		)
Amortization of other acquired intangible assets	(5		)	(7		)	(9		)	(14		)
Total unallocated corporate items	(231		)	(210		)	(465		)	(420		)
Total operating income (loss) from continuing operations	$	(46	)	$	84		$	(123	)	$	11

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ITEM 2

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) includes the following sections:


•	Executive Overview that discusses at a high level our operating results and some of the trends that affect our business.


•	Significant changes since our most recent Annual Report on Form 10-K in the Critical Accounting Policies and Estimates that we believe are important to understanding the assumptions and judgments underlying our financial statements.


•	Results of Operations that includes a more detailed discussion of our revenue and expenses.


•	Liquidity and Capital Resources which discusses key aspects of our statements of cash flows, changes in our balance sheets, and our financial commitments.

You should note that this MD&A discussion contains forward-looking statements that involve risks and uncertainties. Please see Item 1A in Part II of this Quarterly Report on Form 10-Q for important information to consider when evaluating such statements.

You should read this MD&A in conjunction with the financial statements and related notes in Part I, Item 1 of this Quarterly Report and our Annual Report on Form 10-K for the fiscal year ended July 31, 2013. We sold our Intuit Websites business in September 2012. In August 2013 we completed the sales of our Intuit Financial Services (IFS) business and our Intuit Health business. We have reclassified our statements of operations for all periods presented to reflect these three businesses as discontinued operations. We have also segregated the net assets of IFS from continuing operations on our balance sheet at July 31, 2013. The net assets of Intuit Websites and Intuit Health were not significant, so we have not segregated them from continuing operations on our balance sheet at July 31, 2013. Because the operating cash flows of our Intuit Websites, IFS, and Intuit Health discontinued operations were not material for any period presented, we have not segregated them from continuing operations on our statements of cash flows. See “Results of Operations – Discontinued Operations” later in this Item 2 for more information. Unless otherwise noted, the following discussion pertains only to our continuing operations.

Executive Overview

This overview provides a high-level discussion of our business and growth strategy as well as the trends, opportunities, challenges, and risks that affect our performance and operating results. Understanding our growth strategy and the trends that affect our business provides context for the discussion of financial results and future opportunities which follows this overview. This summary is not intended to be exhaustive, nor is it a substitute for the detailed discussion and analysis provided elsewhere in this Quarterly Report on Form 10-Q.

About Intuit

Intuit is a leading provider of business and financial management solutions for small businesses, consumers, and accounting professionals. As discussed in Item 1, “Business Overview – Our Business Portfolio,” in our Form 10-K for the fiscal year ended July 31, 2013, effective August 1, 2013 we reorganized our businesses to align with our strategic focus on small businesses, consumers, and professional accountants. We also aligned our international businesses, all of which were in our former Other Businesses segment, into their respective lines of business and we are now managing those international businesses within their respective reportable segments. As a result of this reorganization, we now organize our businesses into three reportable segments – Small Business, Consumer, and Professional Tax.

Small Business: This segment includes three main product lines – Small Business Financial Solutions, Small Business Management Solutions, and Accountant and Advisor – targeting the small business market.

•

Our Small Business Financial Solutions product line includes QuickBooks financial and business management online services and desktop software; QuickBooks technical support; and financial supplies. This product line also includes several payment processing services for small businesses, including merchant services such as credit and debit card processing; Web-based transaction processing services for online merchants; GoPayment mobile payment processing services; QuickBooks Point of Sale solutions; and secure online payments for small businesses and their customers through the Intuit Payment Network.


•	Our Small Business Management Solutions product line includes small business payroll products and services and Demandforce, which provides online marketing and customer communication solutions.

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•	Our Accountant and Advisor product line includes QuickBooks Accountant, QuickBooks Accountant Plus, and QuickBooks Online Accountant as well as the QuickBooks ProAdvisor Program and Cloud ProAdvisor Program, all of which are intended for the accounting professionals who serve small businesses.

Consumer: This segment includes two product lines – Consumer Tax and Consumer Ecosystem – targeting consumers.


•	Consumer Tax includes TurboTax income tax preparation products and services.


•	Consumer Ecosystem includes our personal finance offerings, Quicken and Mint.

Professional Tax: This segment targets professional accountants and includes Lacerte, ProSeries, and Intuit Tax Online professional tax products and services.

Our Growth Strategy

Based on our assessment of key technology and demographic trends – an increasingly borderless world, the prevalence of mobile devices, and the scalability of the cloud – we see significant opportunities to drive future growth by continuing to solve the unmet needs of small businesses, consumers, and accounting professionals. Our evolving growth strategy includes three key elements:

•

Focus on the product – we call it “Delivering awesome product experiences.” Computing devices are moving to the palm of our hands in the form of tablets and smart phones. Therefore, we are increasingly focused on reimagining our products with a mobile-first, and in some cases mobile-only, design. Our TurboTax solutions, for example, let customers prepare and file their entire tax returns online, via tablet, mobile phone or desktop computer. We also believe that a key factor in growing our customer base is delivering an amazing first-use experience so our customers can get the value they expect from our offerings as quickly and easily as possible.

•

Creating network effect platforms – we call it “Enabling the contributions of others.” We expect to solve problems faster and more efficiently for our growing base of customers by moving to more open platforms with application programming interfaces that enable the contributions of end users and third-party developers. One example of this is QuickBooks Online, which allows small business customers all over the world to localize, configure, and add value to the offering.


•	Leveraging our data for our customers' benefit – we call it “Using data to create delight.” Our 45 million customers are generating valuable data that we seek to appropriately use to deliver better products and breakthrough benefits by eliminating the need to enter data, helping them make better decisions and improving transactions and interactions.

Industry Trends and Seasonality

The industry in which we operate is dynamic and highly competitive, and we expect it to remain so in the future. The markets for software and related services, especially highly-available connected services, are characterized by rapid technological change, shifting customer needs, and frequent new product introductions and enhancements. Competitive interest and expertise in many of the markets we serve have grown markedly over the past few years and we expect this trend to continue. There are also large, cloud-based service companies who innovate quickly and serve small businesses and consumers. While today our competition with such companies may be limited, as we and those companies grow, our competition with them may increase. In recent years the widespread availability of the Internet, the emergence of mobile devices, and the explosion of social media have accelerated the pace of change and revolutionized the way that people throughout the world manage important financial tasks. The result is a global market that is shifting from traditional services that are paper-based, human-produced, and brick-and-mortar bound, to one where people understand, demand, and embrace the benefits of connected services. This trend toward connected services is the primary driver of the strategies in all of our businesses.

Our QuickBooks, Consumer Tax, and Professional Tax offerings are highly seasonal. Revenue from our QuickBooks software products tends to be highest during our second and third fiscal quarters. Sales of income tax preparation products and services are heavily concentrated from November through April. In our Consumer Tax business, a greater proportion of our revenue has shifted to later in this seasonal period due in part to the growth in sales of TurboTax Online, for which we recognize revenue when tax returns are printed or electronically filed. The seasonality of our Consumer Tax and Professional Tax revenue is also affected by the timing of the availability of tax forms from taxing agencies and the ability of those agencies to receive electronic tax return submissions. Delays in the availability of tax forms or the ability of taxing agencies to receive submissions can cause revenue to shift between our fiscal quarters. These seasonal patterns mean that our total net revenue is usually highest during our second quarter ending January 31 and third quarter ending April 30. We typically report losses in our first quarter ending October 31 and fourth quarter ending July 31. During these quarters, revenue from our tax businesses is minimal while

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core operating expenses such as research and development continue at relatively consistent levels. We believe the seasonality of our revenue and profitability is likely to continue in the future. In our MD&A we often focus on year-to-date results for our seasonal businesses as they are generally more meaningful than quarterly results.

Due to federal budget issues during calendar 2013, the Internal Revenue Service announced that it would accept no 2013 federal income tax returns before January 31, 2014, the last day of our second fiscal quarter. This timing was similar to last year, when the IRS began accepting 2012 federal income tax returns on January 30, 2013. We believe that some consumers delayed purchasing tax software and filing their federal returns in fiscal 2013 as a result of the IRS announcement, and we expect a similar delay in fiscal 2014. Like last year, we expect that this delay will shift some revenue for our Consumer Tax offerings from the second quarter of fiscal 2014 to the third quarter of fiscal 2014.

Key Challenges and Risks

Our growth strategy depends upon our ability to initiate and embrace disruptive technology trends, to enter new markets, and to drive broad adoption of the products and services we develop and market. Our future growth also increasingly depends on the strength of our third-party business relationships and our ability to continue to develop, maintain and strengthen new and existing relationships. To remain competitive and continue to grow, we are investing significant resources in our product development, marketing, and sales capabilities, and we expect to continue to do so in the future.

As we continue transitioning to offer more connected services, the ongoing operation and availability of our information technology and communication systems and those of our external service providers is becoming increasingly important. Because we help customers manage their financial lives, we face risks associated with the hosting, collection, use and retention of personal customer information and data. We are investing significant management attention and resources in our information technology infrastructure and in our privacy and security capabilities, and we expect to continue to do so in the future.

For a complete discussion of the most significant risks and uncertainties affecting our business, please see “Forward-Looking Statements and Risk Factors” in Item 1A of this Quarterly Report.

Overview of Financial Results

The most important financial indicators that we use to assess our business are revenue growth for the company as a whole, for each reporting segment, and for product lines within each reporting segment; operating income growth and operating income margins for the company as a whole and for each reporting segment; earnings per share; and cash flow from operations. We also track certain non-financial drivers of revenue growth and, when material, identify them in the applicable discussions of business segment results below. These non-financial drivers include, for example, customer growth and retention, and, in certain businesses, transaction volume. Customers for our connected services offerings have generally grown faster than those for our traditional software offerings, reflecting our strategic focus on connected services over the past few years. Connected services generated $2.7 billion or 64% of our total revenue in fiscal 2013, compared with 50% of our total revenue five years ago. We expect connected services revenue as a percentage of our total revenue to continue to grow in the future. We track transaction volume in businesses such as our payment processing business, where total credit and debit card transaction volume, which correlates strongly with the macroeconomic environment, contributes to revenue growth.

Total net revenue for the first six months of fiscal 2014 was $1.4 billion, a decrease of 3% compared with the same period of fiscal 2013. Revenue in our Small Business segment grew 9% compared with the same period a year ago due to growth in connected services offerings such as QuickBooks Online and QuickBooks Enterprise Solutions, payment processing services for QuickBooks merchants, and online payroll services. Revenue in our Consumer segment decreased 20% in the first six months of fiscal 2014. We deferred recognizing approximately $84 million in Consumer Tax revenue from the second quarter of fiscal 2014 to the third quarter of fiscal 2014 as a result of processing delays and changes in our TurboTax product offerings for the 2013 tax year that affected the timing of revenue recognition. Revenue in our Professional Tax segment was down 53% in the first six months of fiscal 2014 because we delivered certain software functionality in our Professional Tax offerings in the third quarter of fiscal 2014.

We recorded an operating loss from continuing operations of $123 million for the first six months of fiscal 2014, primarily due to the deferrals of Consumer Tax and Professional Tax revenue described above. We recorded operating income of $11 million for the same period of fiscal 2013. In the first quarter of fiscal 2014 we accelerated some spending for our customer data strategy and small business marketing to drive growth during the rest of fiscal 2014. As a result, expenses grew slightly faster than revenue in that quarter. Expenses for staffing and share-based compensation were also higher in the first six months of fiscal 2014 compared with the same period of fiscal 2013.

We recorded a net loss from continuing operations of $94 million for the first six months of fiscal 2014, primarily due to the operating loss from continuing operations for the period. We recorded net income from continuing operations of $11 million for the same period of fiscal 2013. Basic and diluted net loss per share from continuing operations for the first six months of fiscal

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2014 was $0.33, compared with diluted net income per share from continuing operations of $0.04 for the same period of fiscal 2013.

We ended the first six months of fiscal 2014 with cash, cash equivalents and investments totaling $1.3 billion. During the first six months of fiscal 2014 we generated $1.0 billion in cash from the sale of our Intuit Financial Services business and used $1.4 billion in cash for the repurchase of shares of our common stock under our stock repurchase programs. During the same period we also generated cash from operations and the issuance of common stock under employee stock plans and used cash for the payment of cash dividends and capital expenditures. At January 31, 2014, we had authorization from our Board of Directors to expend up to an additional $2.0 billion for stock repurchases through August 19, 2017.

Critical Accounting Policies and Estimates

In preparing our financial statements, we make estimates, assumptions and judgments that can have a significant impact on our net revenue, operating income or loss, and net income or loss, as well as on the value of certain assets and liabilities on our balance sheet. We believe that the estimates, assumptions and judgments involved in the accounting policies described in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2013 have the greatest potential impact on our financial statements, so we consider them to be our critical accounting policies and estimates. We believe that there were no significant changes in those critical accounting policies and estimates during the first six months of fiscal 2014. Senior management has reviewed the development and selection of our critical accounting policies and estimates and their disclosure in this Quarterly Report on Form 10-Q with the Audit and Risk Committee of our Board of Directors.

Results of Operations

Financial Overview



(Dollars in millions, except per share amounts)	Q2 FY14			Q2 FY13		$ Change			% Change		YTD Q2 FY14			YTD Q2 FY13		$ Change			% Change
Total net revenue	$	782		$	884	$	(102	)	(12	)%	$	1,404		$	1,446	$	(42	)	(3	)%
Operating income (loss) from continuing operations	(46		)	84		(130		)	NM		(123		)	11		(134		)	NM
Net income (loss) from continuing operations	(37		)	65		(102		)	NM		(94		)	11		(105		)	NM
Diluted net income (loss) per share from continuing operations	$	(0.13	)	$	0.21	$	(0.34	)	NM		$	(0.33	)	$	0.04	$	(0.37	)	NM

NM = Not meaningful.

Current Fiscal Quarter

Total net revenue decreased $102 million or 12% in the second quarter of fiscal 2014 compared with the same quarter of fiscal 2013. Revenue in our Small Business segment grew 8%. Within the Small Business segment, revenue from our Small Business Financial Solutions product line increased 5% due to continuing growth in QuickBooks hosted and desktop subscription offerings that was partially offset by lower QuickBooks desktop license revenue and flat revenue in our payments business. Revenue from our Small Business Management Solutions product line increased 16% due to online payroll customer growth, price increases for desktop payroll customers, and growth in Demandforce revenue. Revenue in our Consumer segment decreased 28% in the second quarter of fiscal 2014. We deferred recognizing approximately $84 million in Consumer Tax revenue from the second quarter of fiscal 2014 to the third quarter of fiscal 2014 as a result of processing delays and changes in our TurboTax product offerings for the 2013 tax year that affected the timing of revenue recognition. Revenue in our Professional Tax segment was down 67% in the second quarter of fiscal 2014 because we delivered certain software functionality in our Professional Tax offerings in the third quarter of fiscal 2014. See “Business Segment Results” later in this Item 2 for more information about the results for all of our business segments.

We recorded an operating loss from continuing operations of $46 million for the second quarter of fiscal 2014, primarily due to the deferrals of Consumer Tax and Professional Tax revenue described above. We recorded operating income from continuing

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operations of $84 million for the second quarter of fiscal 2013. Expenses for staffing and share-based compensation were also higher in the fiscal 2014 quarter. See “Operating Expenses” later in this Item 2 for more information.

We recorded a net loss from continuing operations of $37 million for the second quarter of fiscal 2014, primarily due to the operating loss from continuing operations for the quarter. We recorded net income from continuing operations of $65 million for the same quarter of fiscal 2013. Basic and diluted net loss per share from continuing operations for the second quarter of fiscal 2014 was $0.13, compared with diluted net income per share from continuing operations of $0.21 for the same quarter of fiscal 2013.

Fiscal Year to Date

Total net revenue for the first six months of fiscal 2014 decreased $42 million or 3% compared with the same period of fiscal 2013. Revenue in our Small Business segment grew 9%. Within the Small Business segment, revenue from our Small Business Financial Solutions product line increased 7% due to continuing growth in QuickBooks hosted and desktop subscription offerings that was partially offset by lower QuickBooks desktop license revenue and 4% revenue growth in our payments business. Revenue from our Small Business Management Solutions product line increased 16% due to online payroll customer growth, price increases for desktop payroll customers, and growth in Demandforce revenue. Revenue in our Consumer segment decreased 20% in the first six months of fiscal 2014. We deferred recognizing approximately $84 million in Consumer Tax revenue from the second quarter of fiscal 2014 to the third quarter of fiscal 2014 as a result of processing delays and changes in our TurboTax product offerings for the 2013 tax year that affected the timing of revenue recognition. Revenue in our Professional Tax segment was down 53% in the first six months of fiscal 2014 because we delivered certain software functionality in our Professional Tax offerings in the third quarter of fiscal 2014. See “Business Segment Results” later in this Item 2 for more information about the results for all of our business segments.

Business Segment Results

The information below is organized in accordance with our three reportable business segments. See “Executive Overview – About Intuit” earlier in this Item 2 and Note 10 to the financial statements in Part I, Item 1 of this Quarterly Report for more information. All of our business segments operate primarily in the United States and sell primarily to customers in the United States. International total net revenue was approximately 5% of consolidated total net revenue for all periods presented.

Segment operating income or loss is segment net revenue less segment cost of revenue and operating expenses. See “Executive Overview – Industry Trends and Seasonality” earlier in this Item 2 for a description of the seasonality of our business. Segment expenses do not include certain costs, such as corporate selling and marketing, product development, and general and administrative expenses and share-based compensation expenses, which are not allocated to specific segments. These unallocated costs totaled $444 million in the first six months of fiscal 2014 and $397 million in the first six months of fiscal 2013. Unallocated costs increased in the fiscal 2014 period due to increases in corporate product development and selling and marketing expenses in support of the growth of our businesses. Segment expenses also do not include amortization of acquired technology, amortization of other acquired intangible assets, and goodwill and intangible asset impairment charges. See Note 10 to the financial statements in Part I, Item 1 of this Quarterly Report for reconciliations of total segment operating income or loss to consolidated operating income or loss for each fiscal period presented.

We calculate revenue growth rates and segment operating margin figures using dollars in thousands. Those results may vary from figures calculated using the dollars in millions presented below.

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Small Business



(Dollars in millions)	Q2 FY14			Q2 FY13			% Change		YTD Q2 FY14			YTD Q2 FY13			% Change
Product revenue	$	221		$	220		—	%	$	413		$	407		1	%
Service and other revenue	339			298			14	%	667			580			15	%
Total segment revenue	$	560		$	518		8	%	$	1,080		$	987		9	%
% of total revenue	72		%	59		%			77		%	68		%

Segment operating income	$	197		$	190		4	%	$	387		$	355		9	%
% of related revenue	35		%	37		%			36		%	36		%

Our Small Business segment includes our Small Business Financial Solutions (SBFS), Small Business Management Solutions (SBMS), and Accountant and Advisor product lines. Service and other revenue in our Small Business segment is derived primarily from QuickBooks Online, our hosted financial and business management offering; QuickBooks Pro Plus and QuickBooks Premier Plus, our subscription offerings; QuickBooks technical support plans; payment processing services for small businesses; small business payroll services, including Quickbooks Online Payroll, QuickBooks Assisted Payroll, Intuit Online Payroll, and Intuit Full Service Payroll; Demandforce; and QuickBase. Product revenue in our Small Business segment is derived primarily from QuickBooks desktop software products, including QuickBooks Pro, QuickBooks Premier, QuickBooks Accountant, and QuickBooks Enterprise Solutions; financial supplies; QuickBooks Basic Payroll and QuickBooks Enhanced Payroll; QuickBooks Point of Sale solutions; and ProAdvisor Program subscriptions for the accounting professionals who serve small businesses.

As part of our connected services strategy, over the past several quarters we have been focusing Small Business resources on the enhancement and marketing of our QuickBooks Online and QuickBooks desktop subscription offerings. As a result, QuickBooks desktop license units and revenue have been declining as more customers choose our hosted and subscription offerings and we expect this trend to continue. In our payments business we have recently begun focusing resources on core offerings for QuickBooks merchants in support of our small business ecosystem approach. Over the next few quarters we anticipate declining revenue for certain non-QuickBooks payments offerings that may slow overall revenue growth in our payments business.

Small Business segment total net revenue increased $42 million or 8% in the second quarter of fiscal 2014 and increased $93 million or 9% in the first six months of fiscal 2014 compared with the same periods of fiscal 2013. Within the Small Business segment, revenue from our SBFS product line increased 5% for the second quarter and 7% for the first six months of fiscal 2014. Total QuickBooks software revenue grew 12% in the second quarter and first six months of fiscal 2014. Customer acquisition in our online QuickBooks ecosystem continued to drive total QuickBooks software revenue growth in both periods. QuickBooks Online customers grew 30%, QuickBooks desktop subscribers grew 19%, and QuickBooks Enterprise Solutions customers grew