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A significant portion of our fiscal 2015 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 granted as a part of our regular equity grant cycle was in the form of performance-based RSUs, which measure relative TSR against a relevant group of other software and services companies of comparable size. The remaining 50% of equity incentive value was granted in the form of service-based 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. In fiscal 2015 the Compensation Committee made an additional one-time equity grant of performance-based RSUs to incentivize the senior executive officers to aggressively pursue subscription growth in the QuickBooks Online business;

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•	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 beginning in the 2016 fiscal year have implemented “clawback” provisions for cash bonus payments under our Senior Executive Incentive Plan;

•	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;

•	We have implemented a one-year mandatory holding period for the CEO’s service-based RSUs and Relative TSR RSUs beginning with the equity grant in the 2015 fiscal year, whereby the CEO is required to hold the shares for at least one year after they vest;

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

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

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

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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 Board members;

•	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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•	Ability to call executive sessions of the independent directors;

•	Presiding at meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

•	Approving information sent to the Board;

•	Approving the agenda and schedule for Board meetings to ensure that there is sufficient time for discussion of all agenda items;

•	Serving as liaison between the Chairman and the independent directors; and

•	Being available for consultations and communications with major stockholders upon request.

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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, which include discussions of the risks involved in their respective areas of responsibility. The senior management team also informs the Board routinely of developments that could affect our risk profile or other aspects of our business.

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•	Each Named Executive Officer (defined on page 28);

•	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 12,875,637 shares held by trusts, of which Mr. Cook is a trustee.

(2)	Includes 635,878 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 112,936 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Williams.

(4)	Includes 189,626 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Goodarzi.

(5)	Includes 36,020 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Stansbury.

(6)	Includes 102,171 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Wernikoff.

(7)	Includes 12,187 shares issuable upon settlement of vested restricted stock units held by Mr. Campbell.

(8)	Includes 712 shares issuable upon settlement of vested restricted stock units held by Mr. Dalzell.

(9)	Includes 42,187 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Greene.

(10)	Represents 33,825 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Kangas.

(11)	Includes 49,687 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Ms. Nora Johnson.

(12)	Includes 52,187 shares issuable upon exercise of options and upon settlement of vested restricted stock units held by Mr. Powell.

(13)	Represents 14,195 shares issuable upon settlement of vested restricted stock units held by Mr. Weiner.

(14)	Includes 1,361,921 shares issuable upon exercise of options and upon settlement of vested restricted stock units. Represents shares and options held by the 13 individuals in the table, plus an additional 13,314 outstanding shares and 80,310 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/A filed with the SEC on February 13, 2015 by Capital Research, reporting ownership as of December 31, 2014. Capital Research reported sole voting power and sole dispositive power as to 18,094,600 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 on January 30, 2015 by BlackRock, reporting ownership as of December 31, 2014. BlackRock reported sole voting power as to 14,848,151 shares and sole dispositive power as to 17,197,027 shares. The address of BlackRock is 55 East 52nd Street, New York, New York 10022.

(17)

Ownership information for The Vanguard Group (“Vanguard”) is based on a Schedule 13G filed with the SEC on February 10, 2015 by Vanguard, reporting ownership as of December 31, 2014. Vanguard reported sole voting power as to 489,057 shares, shared voting power over no shares, sole dispositive power as to 14,834,857 shares, and shared dispositive power as to 459,419 shares. The address of Vanguard is 100 Vanguard Blvd., Malvern, Pennsylvania 19355.

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(1)

These amounts represent the aggregate grant date fair value of RSUs granted during fiscal 2015, 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 2015” and “Outstanding Equity Awards for Directors at Fiscal Year-End 2015 (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)	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 $442,750 awarded for service in fiscal 2015. Mr. Cook did not receive any equity awards from Intuit during fiscal 2015.

(4)

Mr. Dalzell elected to receive fees due him for service on the Board and Committees during calendar year 2015 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 2015 and are in respect of service provided during calendar year 2015 (which includes the first quarter of Intuit’s fiscal 2016). Please see the “Equity Grants to Directors During Fiscal Year 2015” table for more information.

(5)

Mr. Weiner received fees due him for service on the Board and Committees during the quarter ended October 31, 2014 (the first quarter of Intuit’s fiscal 2015) in cash. He elected to receive fees due him for service on the Board and Committees during calendar year 2015 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 2015 and are in respect of service provided during calendar year 2015 (which includes the first quarter of Intuit’s fiscal 2016). Please see the “Equity Grants to Directors During Fiscal Year 2015” 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, 2015 for more information on the valuation of RSUs.

(2)	Annual Chairman of the Board grant which, subject to the director’s continued service, vests as to 100% of the shares on January 1, 2016.

(3)	Annual Non-Employee Board Member grant which, subject to the director’s continued service, vests as to 100% of the shares on January 1, 2016.

(4)	Initial Non-Employee Board Member grant which, subject to the director’s continued service, vests as to 50% of the shares on the one-year anniversary of the grant date and 50% on the two-year anniversary of the grant date.

(5)	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 annual retainers for Board and Committee service for calendar year 2015.

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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 2015, 50% of the annual equity incentive value granted as part of our regular equity grant cycle was in the form of performance-based RSUs, which measure relative TSR compared to a peer group;

•	We do not provide supplemental company-paid retirement benefits designed 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 beginning in the 2016 fiscal year have implemented “clawback” provisions for cash bonus payments under our Senior Executive Incentive Plans;

•	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; and

•	We have implemented a one-year mandatory holding period for the CEO’s service-based RSUs and Relative TSR RSUs beginning with the equity grant in the 2015 fiscal year, whereby the CEO is required to hold the shares for at least one year after they vest.

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•	Brad D. Smith, President and Chief Executive Officer

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

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

•	H. Tayloe Stansbury, Executive Vice President and Chief Technology Officer

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

•	An increase of 11% in TurboTax Online units in the U.S., with total TurboTax units growing 7% (excluding the Free File Alliance, which is our free tax offering for eligible taxpayers);

•	Consumer tax revenue growth of 8% for fiscal 2015;

•	An increase of 57% in total QuickBooks Online subscribers, reaching 1.075 million subscribers at the end of the 2015 fiscal year, including 198,000 international QBO subscribers, which is a key measure of success in the transformation of our key offerings to a subscription based model;

•	Continued momentum in the QuickBooks Online ecosystem with revenue growth of approximately 25% for the year;

•	Online payroll customer growth of 18% and online active payments customers growth of 5%;

•	Continued discipline in the Company’s financial strategy, focusing on cash management and maintaining a strong balance sheet while increasing cash dividends by 20%; and

•	Employee engagement and customer satisfaction scores that continued to reflect best-in-class levels, with Intuit continuing its run of 14 consecutive appearances in Fortune’s “Top 100 Places to Work” list.

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A significant portion of our fiscal 2015 senior executive officer compensation is in the form of incentives tied to achievement of defined performance measures. In addition to our annual cash bonus, 50% of the annual equity incentive value was granted in the form of performance-based RSUs, which are earned based on relative TSR against a group of other software and services companies of comparable size, with a target performance requirement at the 60th percentile. The remaining 50% of the annual equity incentive value granted as a part of our regular equity grant cycle was in the form of service-based 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. In fiscal 2015 the Compensation Committee made an additional one-time equity grant of performance-based RSUs to incentivize the senior executive officers to aggressively pursue subscription growth in the QuickBooks Online business;

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

•	We have “clawback” provisions for performance equity awards based on our operating performance, and beginning in the 2016 fiscal year, have implemented “clawback” provisions for cash bonus payments under our Senior Executive Incentive Plan (“SEIP”);

•	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;

•	We have implemented a one-year mandatory holding period for the CEO’s time-based RSUs and Relative TSR RSUs beginning with the equity grant in the 2015 fiscal year, whereby the CEO is required to hold the shares for at least one year after they vest;

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

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

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

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

•	Help achieve our corporate growth and business 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 other Intuit employees, because these executives 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;

•	Remained on Fortune magazine’s “Great Place to Work” survey for the fourteenth consecutive year;

•	Improved our ranking to #2 on Fortune magazine’s “Most Admired Software Company” survey;

•	Held or gained share in most major product lines;

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

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•	Grew to 1,000 active QBO platform developers with 100,000 active users; and

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

•	Closed fiscal 2015 fiscal with the Company’s stock price near an all-time high, 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 highly 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 technical 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 in an ecosystem environment

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

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

▪	Cultivate an innovative culture where teams apply rapid experimentation 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 (services that enable speed to delight)

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

•	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:

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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

2.	Enabling the contributions of others to build network effect platforms

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 breakthrough benefits

•	Multi-year leadership strategy and progress

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

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

◦	Positive 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 Year 2015” on page 57 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 28 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2015.” 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 service-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 28 and are included in the table below named “Grants of Plan-Based Awards in Fiscal Year 2015.” 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 forfeitures. For information on the valuation assumptions with respect to stock option grants and for a complete

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(4)	These amounts represent the amounts earned for performance under Intuit’s SEIP during fiscal 2015 and paid in August 2015. The SEIP is described in more detail in the “Compensation Discussion and Analysis” beginning on page 28.

(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 46.

(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 (6) 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 (7) that are subject to a one-year operating income performance goal will

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

(3)	Represents awards that could have been earned under the SEIP based on performance in fiscal year 2015. 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 2014 bonuses under the SEIP, which were paid and deferred in fiscal 2015, and which vest on the third anniversary of the grant date.

(5)	Because the QuickBooks Online subscription goal was achieved, the earned portion of these RSUs vested on September 1, 2015.

(6)	Depending on Intuit’s relative TSR for the one-, two- and three-year periods ending July 31, 2016, July 31, 2017 and July 31, 2018 compared to a pre-established peer group and the executive’s continued employment by the Company following each such date (the “Fiscal 2015 TSR Goals”), the earned portion of these RSUs will vest on September 1, 2018.

(7)	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, 2016, July 1, 2017 and July 1, 2018.

(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 23, 2016 and 2.778% of the shares each month thereafter.

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(1)	This option vests on July 20, 2016.

(2)	This option vests on July 25, 2017.

(3)	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.

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

(5)	This option vests as to 33 1/3 % of the underlying shares on July 23, 2016 and 2.778% of the shares each month thereafter.

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(1)	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 as to 50% of the shares on September 1, 2015.

(2)	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 as to 50% of the shares on September 1, 2015.

(3)	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.

(4)	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.

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(5)	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.

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

(7)	Based on the performance goals achieved as of July 31, 2015, these RSUs vested as to 50% of the shares on September 1, 2015 and will vest as to 50% of the shares on September 1, 2017.

(8)	Based on the TSR goals achieved as of July 31, 2015, these RSUs vested as to 50% of the shares on September 1, 2015 and will vest as to 50% of the shares on September 1, 2017.

(9)	Because the specified performance goals were achieved, these RSUs vested as to 33 1 / 3 % of the shares on each of July 1, 2014 and July1, 2015 and will vest as to 33 1/3% of the shares on July 1, 2016.

(10)	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.

(11)	Number of shares based on achievement of maximum goals. Depending upon Intuit’s 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.

(12)	Because the specified performance goals were achieved, these RSUs vested as to 33 1 / 3 % of the shares on July 1, 2015 and will vest as to 33 1/3% of the shares on each of July 1, 2016 and July 1, 2017.

(13)	Number of shares based on achievement of maximum goals. Depending upon Intuit’s 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.

(14)	Because the specified performance goals were achieved, these RSUs vested on September 1, 2015.

(15)	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, 2016, July 1, 2017 and July 1, 2018 and be issued on the date that is one year following each vesting date.

(16)	Depending upon Intuit’s TSR for the three-year period ending July 31, 2018 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2018 and be issued on September 1, 2019.

(17)	Based on the performance goals achieved as of July 31, 2015, these RSUs vested on September 1, 2015.

(18)	Based on the TSR goals achieved as of July 31, 2015, these RSUs vested on September 1, 2015.

(19)	Represents Intuit matching grants of RSU's under the MSPP, which vest on the third anniversary of the grant date.

(20)	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, 2016, July 1, 2017 and July 1, 2018.

(21)	Depending upon Intuit’s TSR for the three-year period ending July 31, 2018 compared to a pre-established peer group, the earned portion of these RSUs will vest on September 1, 2018.

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(1)	Amounts shown in this column for the NQDCP are included in the “Salary” column of the fiscal 2015 “Summary Compensation Table” on page 49. Amounts shown in this column for the MSPP were contributed from amounts earned under Intuit’s SEIP for fiscal 2014, which were paid in August 2014.

(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 2015 or a prior fiscal year: Mr. Smith, $4,321,525 and Mr. Goodarzi, $913,000.

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

(2)	Represents 8,525,835 shares issuable upon exercise of options and 8,082,870 shares issuable upon vesting of RSU awards, which are settled for shares of Intuit common stock on a one-for-one basis.

(3)	Represents 187,605 shares issuable upon exercise of options and 833,290 shares issuable upon vesting of RSU awards which were assumed in connection with corporate acquisitions.

(4)	Represents 8,713,440 shares issuable upon exercise of options and 8,916,160 shares issuable upon vesting of RSU awards.

(5)	Represents 17,183,317 shares available for issuance under our 2005 Equity Incentive Plan and 4,638,773 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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