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•

a significant portion of our fiscal 2014 senior executive officer compensation is in the form of incentives tied to achievement of particular performance measures. In addition to our annual cash bonus, 50% of equity incentive value was granted in the form of performance-based RSUs, which measure relative TSR against a group of other software and services companies of comparable size. The remaining 50% of equity incentive value was granted in the form of RSUs (which incorporate a one-year GAAP operating income hurdle) and stock options, both of which the Compensation Committee also consider to be performance-based compensation;

•	we do not provide special retirement benefits solely for executive officers;

•	we do not provide any excise tax “gross-up” payments;

•	we do not provide perquisites or other executive benefits based solely on rank;

•	we prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;

•	we have “clawback” provisions for operating performance-based equity awards; and

•	we have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times salary, the senior vice president level and above guideline set at one and a half times salary, and the non-employee director guideline set at five times annual retainer.

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•	The Board has adopted majority voting in uncontested elections of directors;

•	A majority of the board members are independent of Intuit and its management;

•	The independent members of the Board meet regularly without the presence of management;

•	All members of the committees of the Board are independent;

•	The charters of the committees of the Board clearly establish the committees’ respective roles and responsibilities;

•	Intuit has adopted a Code of Conduct & Ethics for employees that is monitored by Intuit’s ethics office;

•

Intuit’s ethics office has a hotline available to all employees, and Intuit’s Audit and Risk Committee has procedures in place to receive and process complaints, including on a confidential and anonymous basis, regarding accounting, internal accounting controls, auditing and federal securities law matters, or violations of the Code of Conduct & Ethics and for employees to make confidential, anonymous complaints regarding accounting, auditing and federal securities law matters or violations of the Intuit’s Code of Conduct & Ethics;

•	Intuit has adopted a Code of Ethics that applies to all directors;

•	Intuit’s internal audit control function maintains critical oversight over the key areas of its business and financial processes and controls, and reports directly to Intuit’s Audit and Risk Committee;

•	Intuit’s investor relations and management teams regularly communicate with our stockholders and report to the Board on the stockholders’ perspectives; and

•	The Board and its committees receive periodic updates on regulatory and other developments relevant to the Board from management and outside experts.

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•	The Audit and Risk Committee has primary responsibility for overseeing our ERM program. The Chief Risk Officer reports on a quarterly basis to the Audit and Risk Committee on Intuit’s top risk areas and the progress of the ERM program. The Audit and Risk Committee also has oversight responsibilities with respect to particular risks such as financial management and fraud.

•

The Board’s other committees – Compensation and Organizational Development, Nominating and Governance, and Acquisition – oversee risks associated with their respective areas of responsibility. The Compensation and Organizational Development Committee considers the risks associated with our compensation policies and practices for executives and employees generally. The Nominating and Governance Committee considers risks associated with corporate governance and overall board effectiveness, including recruiting appropriate Board members. The Acquisition Committee considers risks associated with Intuit’s merger and acquisition activities and the strategy and business models of acquisition candidates.

•

At each quarterly Board meeting, members of each committee provide a report to the full Board covering the committee’s risk oversight and other activities. The full Board receives an annual update from the Chief Risk Officer regarding the top enterprise-wide risks. The full Board also considers and provides oversight of specific strategic risks, including those relating to Intuit’s business models and inorganic growth strategy. The Board also receives detailed reports at quarterly Board meetings from the Chief Executive Officer and the heads of our principal business units,

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•	Each Named Executive Officer (defined on page 26),

•	Each director and nominee,

•	All current directors, nominees and executive officers as a group, and

•	Each stockholder beneficially owning more than 5% of our common stock.

(1)	Represents 13,091,835 shares held by trusts, of which Mr. Cook is a trustee.

(2)	Includes 817,842 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Smith and 84,918 shares held by a family trust, of which Mr. Smith is a trustee.

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(3)	Includes 56,018 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.

(4)	Includes 68,789 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Fennell.

(5)	Includes 133,977 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Goodarzi.

(6)	Includes 79,583 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Wernikoff.

(7)	Includes 84,855 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Brody.

(8)	Includes 8,637 shares issuable upon settlement of vested restricted stock units held by Mr. Campbell.

(9)	Includes 69,855 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Greene.

(10)	Represents 62,116 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Kangas.

(11)	Includes 83,637 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Nora Johnson.

(12)	Includes 88,637 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Powell.

(13)	Represents 10,017 shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.

(14)	Includes 1,572,114 shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the 14 individuals in the table, plus an additional 8,538 outstanding shares and 8,151 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by other executive officers.

(15)	Ownership information for Capital Research Global Investors (“Capital Research”) is based on a Schedule 13G filed with the SEC by Capital Research, reporting ownership as of December 31, 2013. Capital Research reported sole voting power and sole dispositive power as to 17,910,200 shares. The address of Capital Research is 333 Hope Street, Los Angeles, California 90071.

(16)	Ownership information for BlackRock, Inc. (“BlackRock”) is based on a Schedule 13G/A filed with the SEC by BlackRock, reporting ownership as of December 31, 2013. BlackRock reported sole voting power as to 14,017,281 shares and sole dispositive power as to 16,876,646 shares. The address of BlackRock is 40 East 52nd Street, New York, New York 10022.

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(1)

These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2014, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, “Compensation – Stock Compensation,” (“FASB ASC Topic 718”), assuming no forfeitures. Please see the “Equity Grants to Directors During Fiscal Year 2014” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2014 (Exercisable and Unexercisable)” tables for information regarding the grant date fair value of RSUs granted during the fiscal year and the number of awards outstanding for each director at the end of the fiscal year.

(2)	This amount represents a stipend paid to Mr. Campbell for his role as a member and Non-Executive Chairman of the Board, in accordance with the compensation program adopted by the Board which became effective in January 2012.

(3)

The other compensation listed for Mr. Campbell consists of a $5,000,000 donation the Company made to the Campbell Legacy at Columbia, which supports the students of Columbia College, primarily via scholarships, and the faculty who teach them. In November 2013 when the donation was made, Mr. Campbell served as the Chair of the Columbia University board of trustees, and he now serves as its Chair Emeritus. Mr. Campbell was not involved in the solicitation, consideration or approval of this donation, and he receives no compensation from Columbia University and derives no financial benefit from the donation. The donation was unanimously approved by both the Audit and Risk Committee and the Compensation and Organizational Development Committee.

(4)	Mr. Cook is an employee of Intuit; thus, he is not compensated as a director. Mr. Cook’s compensation represents an annual salary of $550,000; and an incentive bonus of $429,000 awarded for service in fiscal 2014. Mr. Cook did not receive any equity awards from Intuit during fiscal 2014.

(5)

Mr. Kangas received fees due him for service on the Board during the quarter ended October 31, 2014 (the first quarter of Intuit’s fiscal 2014) in cash. He elected to receive fees due him for service on the Board during calendar year 2014 in RSUs, in accordance with Intuit’s Director Compensation Program, which is tied to the calendar year rather than Intuit’s fiscal year. These RSUs were awarded in January 2014, and are in respect of service provided during calendar year 2014 (which includes the first quarter of Intuit’s fiscal 2015). Please see the “Equity Grants to Directors During Fiscal Year 2014” table for more information.

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(1)

These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures. The grant date fair value of these awards is equal to the closing market price of Intuit’s common stock on the date of grant. See Intuit’s Annual Report on Form 10-K for the fiscal year ended July 31, 2014 for more information on the valuation of RSUs.

(2)	Annual Non-Employee Board Member grant which, subject to the director’s continued service, vests as to 100% of the shares on January 1, 2015.

(3)	Annual Chairman of the Board grant which, subject to the director’s continued service, vests as to 100% of the shares on January 1, 2015.

(4)	Represents RSUs awarded pursuant to a Conversion Grant (described below under “Annual Retainer and Equity Compensation Program for Non-Employee Directors”) for shares equivalent in fair value on the date of grant to Mr. Kangas’ annual retainers for Board and Committee service for calendar 2014.

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•	Reviewed and discussed with management and the independent auditor Intuit’s quarterly earnings announcements, consolidated financial statements, and related periodic reports filed with the SEC;

•	Reviewed with management its assessment of the effectiveness of Intuit’s internal control over financial reporting;

•	Reviewed with the independent auditor and management the audit scope and plan;

•	Reviewed the internal audit plan with the internal auditor; and

•	Met in periodic executive sessions with each of the independent auditor, representatives of management, and the internal auditor.

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•	a significant portion of our senior executive officer compensation is in the form of performance-based incentives, and in fiscal 2014, 50% of equity incentive value was granted in the form of performance-based RSUs, which measure relative TSR compared to a peer group;

•	we do not provide special retirement benefits designed solely for executive officers;

•	we do not provide any excise tax “gross-up” payments;

•	we do not provide perquisites or other executive benefits based solely on rank;

•	we prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;

•	we have “clawback” provisions for operating performance-based equity awards; and

•	we have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times salary, the senior vice president level and above guideline set at one and a half times salary, and non-employee director guideline set at five times retainer.

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•	Brad D. Smith, President and Chief Executive Officer

•	R. Neil Williams, Senior Vice President and Chief Financial Officer

•	Laura A. Fennell, Senior Vice President, General Counsel and Corporate Secretary

•	Sasan K. Goodarzi, Senior Vice President and General Manager, Consumer Tax Group

•	Daniel A. Wernikoff, Senior Vice President and General Manager, Small Business Group

•	Our revenue for fiscal 2014 was $4.506 billion, and adjusting for the impact of the restructuring charges described above, non-GAAP operating income was $1.597 billion and non-GAAP diluted EPS was $3.58, compared to revenue guidance of $4.475 billion to $4.505 billion, non-GAAP operating income guidance of $1.58 billion to $1.6 billion and non-GAAP diluted EPS guidance of $3.54 to $3.58;

•	Revenue for our Consumer Tax Group exceeded expectations by growing 7% for the year versus guidance range of 4% to 5% percent;

•	Our Professional Tax and Consumer Ecosystem businesses each exceeded internal plans and external guidance, with revenue growth of 4% and 8% percent, respectively;

•	Small Business Group revenue increased 10% for the year, and within the Small Business Group, the Small Business Online Ecosystem grew subscribers and improved attach rates for additional services;

•	We closed fiscal 2014 with nearly 700,000 QuickBooks Online customers, and more than 1 million total QuickBooks subscribers;

•	We increased QuickBooks online subscriptions by 40% and TurboTax online subscriptions by 14%;

•	We completed ten acquisitions, adding talent and technology across the small business and consumer ecosystems;

•	Intuit continued its disciplined financial strategy, focusing on cash management and maintaining a strong balance sheet; and

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•	Our employee engagement scores continued to reflect best-in-class levels; Intuit moved up 14 places to number eight in Fortune’s “Top 100 Places to Work” survey and average customer satisfaction scores improved.

•

A significant portion of our fiscal 2014 senior executive officer compensation is in the form of incentives tied to achievement of particular performance measures. In addition to our annual cash bonus, 50% of equity incentive value was granted in the form of performance-based RSUs, which measure relative TSR against a group of other software and services companies of comparable size. The remaining 50% of equity incentive value was granted in the form of RSUs (which incorporate a one-year GAAP operating income hurdle) and stock options, both of which the Compensation Committee also considers to be performance-based compensation;

•	We do not provide supplemental company-paid retirement benefits designed for executive officers;

•	We do not provide any excise tax “gross-up” payments;

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•	We do not provide perquisites or other executive benefits based solely on rank;

•	We prohibit directors and executive officers from pledging Intuit stock and engaging in hedging transactions involving Intuit stock;

•	We have “clawback” provisions for operating performance based equity awards; and

•	We have stock ownership guidelines for executive officers at the senior vice president level and above and non-employee directors, with the CEO guideline set at six times his base salary.

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•	compensate our executives based on both Company performance and individual performance;

•	help achieve our corporate growth strategy;

•	acquire, retain and motivate talented executives with proven experience in a competitive market; and

•	have a greater portion of Named Executive Officer pay opportunity tied to short- and long-term incentive programs than most other Intuit employees, because they lead our key business units or functions and thus have the ability to directly influence overall Company performance.

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•	Employee engagement scores remained at best-in-class levels, as measured by an independent third party;

•	Improved the Company’s rank by 14 places to number eight on Fortune magazine’s “Great Place to Work” survey;

•	Ranked #3 on Fortune magazine’s “Most Admired Software Company” survey;

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•	Held or gained share in most major product lines;

•	Accelerated adoption of cloud solutions, both for small businesses and Turbo Tax online;

•	Achieved strong growth in the Consumer Tax Group, ProTax Group and Consumer Ecosystem; and

•	Continued to grow stock price, outperforming both the S&P 500 Index and the Morgan Stanley Technology Index.

•	Revenue growth

•	Non-GAAP operating income growth

•	Leadership results

◦	Build a high performing organization and a great environment for top talent to work:

▪	Maintain high employee engagement (annual survey and related actions) in a competitive talent market

▪	Maintain rigorous talent management efforts (hiring, retention and development - with a specific focus on attracting/retaining top product and technical talent)

▪	Enhance the product and engineering culture by engaging and empowering product, design and tech talent to develop and deliver great products and network effect platforms

▪	Develop a collaborative work environment which empowers individuals at all levels to contribute and execute effectively

◦	Deliver awesome customer experiences that create delight and grow market share:

▪	Uphold the highest customer experience results, focusing on end to end experience including customer care as measured by net promoter scores

▪	Cultivate an innovative culture where teams apply “lean start-up” principles to improve existing and/or build new products that are valued by customers

▪	Build durable advantage in Intuit’s technology and infrastructure that empowers local teams to innovate quickly, increasing effectiveness and efficiency

▪	Develop a systemic process for identifying and capitalizing on inorganic opportunities to strengthen Intuit’s talent, technology and revenue trajectory

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•	Long-term strategic plan for Intuit that accelerates our growth track

◦	Articulate a long-term vision and strategic plan (3 years) for the Company

◦	Demonstrate progress against (1) being the operating system behind small business success and (2) doing the nations’ taxes by:

1.	Delivering awesome product experiences:

a.	Amazing first use experiences that deliver the customer benefit much better than competitors

b.	Reimagined mobile first/mobile only, capitalizing on the unique mobile design and capabilities

a.	Solving multi-sided problems well, creating a virtuous circle of end users and contributors

b.	Expanding globally through platforms that are localized by users and developers

3.	Using data to create delight

a.	Enabling customer data to deliver better product experiences and break through benefits

•	Multi-year leadership strategy and progress

◦	Management growth and succession plans; strong business leaders and pipeline; hiring and retention of key technical talent

◦	Trend for employee engagement results (annual survey and related actions); addressing any specific issues which arise

◦	Trend for customer experience results as measured by customer satisfaction scores

◦	Progress against global expansion strategies

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(1)	Linear interpolation between defined points.

(2)	Payouts capped at 100% if absolute 3-year TSR is negative.

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(1)	The amount includes a deferral at the recipient’s election under the Non-Qualified Deferred Compensation Plan. See “Non-Qualified Deferred Compensation for Fiscal 2014” on page 53 for more information.

(2)

The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” beginning on page 26 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2014.” In addition to annual stock awards, the amounts above include the fair value of RSUs which Intuit granted in August of each fiscal year to match RSUs which certain Named Executive Officers purchased with amounts deferred from their bonuses earned in such fiscal year under the MSPP. Amounts presented in the table above represent the aggregate grant date fair value of awards granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 assuming no forfeitures. The grant date fair value of each of the RSU awards was calculated using the closing price of Intuit’s common stock on the date of grant. The time-based RSUs that are subject to a one-year operating income performance goal will all become subject to service-based vesting if the goal is satisfied, and will otherwise be forfeited in full. As a result, there is no distinction between the grant date fair value of these awards based upon the probable outcome of such conditions and the value of such awards assuming that the highest level of performance conditions is achieved. Likewise, with respect to the Relative TSR RSUs that may be earned depending on Intuit’s relative TSR, under FASB ASC Topic 718 the grant date fair value of these RSUs remains the same whether the target or maximum number of RSUs is earned.

(3)

The amount, timing and grant date fair value of these awards are described in more detail in the “Compensation Discussion and Analysis” beginning on page 26 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2014.” Amounts presented in the table above represent the aggregate grant date fair value of options granted during the applicable fiscal year, computed in accordance with FASB ASC Topic 718 assuming no

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(4)	These amounts represent the amounts earned for performance under Intuit’s SEIP during fiscal 2014 and paid in August 2014. The SEIP is described in more detail in the “Compensation Discussion and Analysis” beginning on page 26.

(5)

The amount includes a deferral of the amount set forth in the table below at the recipient’s election under the MSPP. Under the terms of the MSPP, a participant may elect to use a stated portion of his or her annual SEIP award to purchase RSUs under Intuit’s 2005 Equity Incentive Plan. Intuit then matches these purchased RSUs with another grant of RSUs that vest three years from the date of grant. The MSPP is described in greater detail on page 42.

(6)

The amount includes the items of other compensation set forth in the table below. The amounts shown for employee recognition reflect the value of awards made under Intuit’s broadly available employee recognition, or “spotlight,” program. In connection with Mr. Goodarzi’s role as General Manager of the Consumer Tax Group, Mr. Goodarzi received travel assistance benefits to defray his costs of commuting from his primary residence in Los Gatos, California to San Diego, California and to cover housing and transportation costs in San Diego.

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(1)

Awards made pursuant to Intuit’s 2005 Equity Incentive Plan. With respect to the RSUs described in footnote (5) that may be earned depending on Intuit’s relative TSR, the “Target” column reflects the number of RSUs that will be earned if the TSR performance goals are achieved at target levels, and the “Maximum” column reflects the maximum number of RSUs that could be earned if the highest level of performance is achieved with respect to the performance conditions. The RSUs described in footnote (6) that are subject to a one-year operating income performance goal will all become subject to service-based vesting if the goal is satisfied, and will otherwise be forfeited in full. As a result, there is no distinction between the “Target” and “Maximum” columns for these RSUs.

(2)	These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures.

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(3)	Represents awards that could have been earned under the SEIP based on performance in fiscal year 2014. These columns show the awards that were possible at the Target and Maximum levels of performance. The maximum award that could have been earned by each Named Executive Officer was the lesser of 250% of the Target or $5 million.

(4)	Represents Intuit matching grants of RSUs under the MSPP with respect to deferrals of fiscal 2013 bonuses under the SEIP, which were paid and deferred in fiscal 2014, and which vest on the third anniversary of the grant date.

(5)	Depending on Intuit’s relative TSR for the one-, two- and three-year periods ending July 31, 2015, July 31, 2016 and July 31, 2017 compared to a pre-established peer group and the executive’s continued employment by the Company following each such date (the “Fiscal 2014 TSR Goals”), the earned portion of these RSUs will vest on September 1, 2017.

(6)	Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs will vest as to 331/3% of the shares on each of July 1, 2015, July 1, 2016 and July 1, 2017.

(1)	These amounts represent the aggregate grant date fair value of these awards computed in accordance with FASB ASC Topic 718 assuming no forfeitures.

(2)	This option vests as to 331/3% of the underlying shares on July 24, 2015 and 2.778% of the shares each month thereafter.

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(1)	This option vests on August 11, 2014.

(2)	This option vests on July 22, 2015.

(3)	This option vested as to 50% of the underlying shares on July 20, 2014 and vests as to 50% of the shares on July 20, 2016.

(4)	This option vests as to 50% of the underlying shares on July 25, 2015 and 50% of the shares on July 25, 2017.

(5)	This option vested as to 33 1 / 3 % of the underlying shares on July 24, 2014 and 2.778% of the shares each month thereafter.

(6)	This option vests as to 33 1 / 3 % of the underlying shares on July 24, 2015 and 2.778% of the shares each month thereafter.

(7)	This option vested as to 33 1 / 3 % of the underlying shares on July 25, 2013 and 2.778% of the shares each month thereafter.

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(1)	These RSUs vested on August 1, 2014.

(2)	Because the specified performance goals were achieved, these RSUs vested on August 1, 2014.

(3)	Represents Intuit matching grants of RSUs under the MSPP, which vest on the third anniversary of the grant date.

(4)	Because the specified performance goals were achieved, these RSUs vested as to 50% of the shares on July 1, 2013 and will vest as to 50% of the shares on July 1, 2015.

(5)	Based on the performance goals achieved as of July 31, 2013, these RSUs vested as to 50% of the shares on September 1, 2013 and will vest as to 50% of the shares on September 1, 2015.

(6)	Based on the TSR goals achieved as of July 31, 2013, these RSUs vested as to 50% of the shares on September 1, 2013 and will vest as to 50% of the shares on September 1, 2015.

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(7)	Because the specified performance goals were achieved, these RSUs vested as to 50% of the shares on July 1, 2014 and will vest as to 50% of the shares on July 1, 2016.

(8)	Based on the performance goals achieved as of July 31, 2014, these RSUs vested as to 50% of the shares on September 1, 2014 and will vest as to 50% of the shares on September 1, 2016.

(9)	Based on the TSR goals achieved as of July 31, 2014, these RSUs vested as to 50% of the shares on September 1, 2014 and will vest as to 50% of the shares on September 1, 2016.

(10)	Because the specified performance goals were achieved, these RSUs will vest as to 50% of the shares on July 1, 2015 and 50% of the shares on July 1, 2017.

(11)	Depending upon the degree of Intuit’s achievement of certain operating performance goals, these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.

(12)	Depending upon Intuit’s relative TSR for the three-year period ending July 31, 2015 compared to a pre-established peer group, these RSUs will vest as to 50% of the earned shares on September 1, 2015 and 50% of the earned shares on September 1, 2017.

(13)	Because the specified performance goals were achieved, these RSUs vested as to 33 1 / 3 % of the shares on July 1, 2014 and will vest as to 33 1/3% of the shares on each of July 1, 2015 and July 1, 2016.

(14)	Depending upon the degree of Intuit’s achievement of certain operating performance goals, the earned portion of these RSUs will vest on September 1, 2016.

(15)	Number of shares based on achievement of maximum goals. Depending upon Intuit’s relative TSR for the three-year period ending July 31, 2016 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2016.

(16)	Assuming Intuit’s achievement of a one-year operating income performance goal, these RSUs will vest as to 33 1 / 3 % of the shares on each of July 1, 2015, July 1, 2016 and July 1, 2017.

(17)	Depending upon Intuit’s relative TSR for the three-year period ending July 31, 2017 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2017.

(18)	Based on the performance goals achieved as of July 31, 2014, these RSUs vested on September 1, 2014.

(19)	Based on the TSR goals achieved as of July 31, 2014, these RSUs vested on September 1, 2014.

(20)	Because the specified performance goals were achieved, these RSUs vested as to 50% of the shares on July 1, 2014 and will vest as to 50% of the shares on July 1, 2015.

(21)	Depending upon the degree of Intuit’s achievement of certain operating performance goals, the earned portion of these RSUs will vest on September 1, 2015.

(22)	Depending upon Intuit’s relative TSR for the three-year period ending July 31, 2015 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2015.

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(1)	Amounts shown in this column for the NQDCP are included in the “Salary” column of the fiscal 2014 “Summary Compensation Table” on page 45. Amounts shown in this column for the MSPP were contributed from amounts earned under Intuit’s SEIP for fiscal 2013, which were paid in August 2013.

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(2)	None of the amounts shown in this column are included in the “Summary Compensation Table” because they are not preferential or above market.

(3)	The following amounts contributed to the NQDCP by the executive, and in certain cases by Intuit, have also been reported in the Summary Compensation Table as compensation for fiscal 2014 or a prior fiscal year: Mr. Smith, $3,376,525 and Mr. Goodarzi, $391,000.

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(1)	RSUs have been excluded for purposes of computing weighted average exercise prices.

(2)	Represents 10,584,613 shares issuable upon exercise of options and 8,452,410 shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis.

(3)	Represents 353,468 shares issuable upon exercise of options and 1,002,304 shares issuable upon vesting of RSU awards which were assumed in connection with corporate acquisitions.

(4)	Represents 10,938,081 shares issuable upon exercise of options and 9,454,714 shares issuable upon vesting of RSU awards.

(5)	Represents 24,202,649 shares available for issuance under our 2005 Equity Incentive Plan and 2,531,405 shares available for issuance under our Employee Stock Purchase Plan.

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•	via the Internet at www.proxyvote.com (as described in the Notice of Internet Availability);

•	by phone (your Notice of Internet Availability provides information on how to access your proxy card, which contains instructions on how to vote by telephone); or

•	by requesting, completing and mailing in a paper proxy card, as outlined in the Notice of Internet Availability.

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•	Share-based compensation expense

•	Amortization of acquired technology

•	Amortization of other acquired intangible assets

•	Goodwill and intangible asset impairment charges

•	Professional fees for business combinations

•	Gains and losses on debt securities and other investments

•	Income tax effects of excluded items and certain discrete tax items

•	Discontinued operations

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(a)	“Board” means the Board of Directors of the Company.

(b)	“Code” means the Internal Revenue Code of 1986, as amended.

(c)	“Committee” means the Compensation and Organizational Development Committee appointed by the Board. The Committee is comprised of at least two (2) members of the Board, all of whom are Outside Directors.

(d)	“Company” means Intuit Inc., a Delaware corporation.

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(e)

“Enrollment Period” means (i) with respect to an Offering Period commencing September 16, the period from August 15 through August 31 immediately preceding the commencement of such Offering Period, and (ii) with respect to an Offering Period commencing March 16, the period from February 15 through February 28 (or, for leap years, February 29) immediately preceding the commencement of such Offering Period. The term “Enrollment Period” shall also refer to the following periods during an Offering Period: November 15 through November 30 (for the Purchase Period beginning on December 16 and ending on the following March 15); and May 15 through May 31 (for the Purchase Period beginning on June 16 and ending on the following September 15).

(f)	“Fair Market Value” means as of any date, the value of a share of the Company’s Common Stock determined as follows:

(g)

(ii)	if such Common Stock is publicly traded and is then listed on a national securities exchange, its last reported sale price or, if no such reported sale takes place on such date, the average of the closing bid and asked prices on the principal national securities exchange on which the Common Stock is listed or admitted to trading;

(iii)	if such Common Stock is publicly traded but is not quoted on the Nasdaq Global Market or listed or admitted to trading on a national securities exchange, the average of the closing bid and asked prices on such date, as reported in The Wall Street Journal, for the over-the-counter market; or

(h)	“Maximum Share Amount” means the maximum number of shares which may be purchased by any employee during any single Offering Period.

(i)	“Notice Period” is the period ending two (2) years from the Offering Date and one (1) year from the Purchase Date on which such shares were purchased.

(j)	“Offering Date” is the first business day of each Offering Period. For an eligible employee who becomes a Participant in the Plan during an Offering Period, “Offering Date” shall mean the first day of the Purchase Period in which such eligible employee commences participation in such Offering Period.

(k)	“Offering Period” means a six-month period containing two three-month Purchase Periods, unless such period is reduced to three months in accordance with Section 8(b).

(l)	“Outside Directors” means outside directors within the meaning of Code Section 162(m).

(m)	“Parent Corporation” and “Subsidiary” (collectively, “Subsidiaries”) shall have the same meanings as “parent corporation” and “subsidiary corporation” in Code Sections 424(e) and 424(f).

(n)	“Participant” means an employee who meets the eligibility requirements of Section 4 above and timely enrolls in the Plan in accordance with Section 6 above.

(o)	“Participating Subsidiaries” means Subsidiaries that have been designated by the Committee from time to time as eligible to participate in the Plan as set forth in Exhibit A to the Plan.

(p)	“Plan” means this Intuit Inc. Employee Stock Purchase Plan, as amended from time to time.

(q)	“Purchase Date” is the last business day of each Purchase Period.

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(r)	“Purchase Period” means any period of three (3) months duration during an Offering Period as described in Section 5(b).

(s)	“Reserves” means (i) the number of shares of Common Stock covered by each option under the Plan which has not yet been exercised and (ii) the number of shares of Common Stock which have been authorized for issuance under the Plan but have not yet been placed under option.

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