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Dear Intuit Stockholder,

I’m writing to ask for your vote to amend Intuit’s 2005 Equity Incentive Plan to extend the plan’s term through 2007, allocate additional shares to be granted beginning in fiscal 2006 and amend the cap on the number of below-market awards (including restricted stock and restricted stock units, for example) that can be granted under the plan.

As you may recall, we developed Intuit’s equity plan to accomplish four critical goals:

1) Provide the right compensation tools and flexibility that enable Intuit to hire, motivate and retain a strong and deep team of leaders and employees to help us continue to grow the company;

2) Aggressively address investor concerns about option dilution;

3) Enable Intuit to respond to the evolving environment for equity compensation; and

4) Further strengthen compensation and corporate governance best practices at Intuit.

Thanks to a strong management team and talented employees at all levels, Intuit has delivered impressive growth over the past five years. How have we continued to drive strong performance? We believe it’s because of our people. We have a talented, motivated team at all levels of the company focused on executing our strategies to deliver great results — for customers, investors and employees.

We are able to recruit, retain and reward this team by offering them a highly competitive compensation program, including stock options. As in the past, Intuit awards stock options to employees at all levels of the company. In fiscal 2005, for example, approximately 90% of stock options granted went to employees below the senior vice president level.

Our Board of Directors and its independent compensation committee have carefully considered this amendment to the 2005 plan and believe it responsibly balances the needs of our investors and our employees and gives us the flexibility to respond to the changing environment for equity compensation programs.

Here’s how the amended 2005 Plan will help us execute on those goals:

•

As before, Intuit plans to submit the plan to shareholders for approval annually, enabling stockholders to review our equity compensation plan and grant practices each year;

•

The plan continues to prohibit re-pricing;

 

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The plan, as amended, would limit the number of shares that may be issued as below-market awards (including restricted stock and restricted stock units, for example) to 50% of the total number of awards granted each fiscal year. This change will provide Intuit’s management with more flexibility to respond competitively in its compensation strategy;

•

The increase of 6.5 million shares for fiscal 2006 is the same as the number of shares requested in fiscal 2005; and

•

The proposal will extend the 2005 Plan through December 2007.

You can read more about our plan and our proposed amendment in the enclosed proxy statement for our 2005 annual meeting of shareholders.

As you know, Intuit has taken aggressive steps in recent years to manage our employee option program. We’ve significantly reduced our burn rate (as defined in the proxy statement) — from approximately 6.9% of shares outstanding in fiscal 1999 to less than 3% in fiscal 2005.

In addition, Intuit has continued to repurchase shares through our stock buyback program. In fiscal 2005, we repurchased 16.2 million shares for $709 million. From May 2001, when we first instituted our buyback program, through the end of fiscal 2005, Intuit has repurchased more than 55 million shares for approximately $2.5 billion.

We believe our equity compensation plan is a critical tool to hire, motivate and retain a strong and experienced team of people to help us continue to grow the company. Therefore, I’m asking for your vote at our 2005 annual meeting to approve the amendment to our 2005 Equity Incentive Plan, which includes the elements described above.

Thank you for your consideration.

Sincerely,

Steve Bennett
President and Chief Executive Officer
Intuit Inc.

 

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INTUIT INC.

NOTICE OF 2005 ANNUAL MEETING OF

Dear Stockholder:

You are cordially invited to attend our 2005 Annual Meeting of Stockholders, which will be held at 8:30 a.m. Pacific Standard Time on December 16, 2005 at our offices at 2550 Garcia Avenue, Building 5, Mountain View, California.

We are holding the meeting to:

Items 1 through 3 are more fully described in the proxy statement, which is part of this notice. We have not received notice of other matters that may be properly presented at the annual meeting.

Only stockholders who owned our stock at the close of business on October 24, 2005 may vote at the meeting, or at any adjournment or postponement of the meeting. For 10 days prior to the annual meeting, a list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our headquarters in Mountain View. If you would like to view the stockholder list, please call Intuit Investor Relations at (650) 944-3560 to schedule an appointment.

Your vote is important. Whether or not you plan to attend the meeting, please submit your proxy either via the Internet, by phone, or by mail. We encourage you to vote via the Internet. It is convenient and saves us significant postage and processing costs.

By order of the Board of Directors,

Mountain View, California

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INTUIT INC.

PROXY STATEMENT 2005 ANNUAL MEETING OF STOCKHOLDERS OF INTUIT INC.

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This proxy statement contains a report issued by the Compensation and Organizational Development Committee of Intuit’s Board of Directors relating to executive compensation for fiscal 2005, a report issued by the Audit Committee of Intuit’s Board of Directors relating to certain of its activities during fiscal 2005, and a chart titled “Company Stock Price Performance.” Stockholders should be aware that under rules of the Securities and Exchange Commission (SEC) these committee reports and the stock price performance chart are not considered “filed” with the SEC under the Securities Exchange Act of 1934 and are not incorporated by reference in any past or future filing by Intuit under the Securities Exchange Act of 1934 or the Securities Act of 1933, unless these sections are specifically referenced.

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INTUIT INC.

PROXY STATEMENT

INFORMATION ABOUT THE MEETING, VOTING AND PROXIES

Date, Time and Place of Meeting

Intuit’s Board of Directors is asking for your proxy for use at the Intuit Inc. 2005 Annual Meeting of Stockholders (the “Meeting”) and at any adjournment or postponement of the Meeting for the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. We’re holding the Meeting on Friday, December 16, 2005 at 8:30 a.m. Pacific Standard Time at our offices at 2550 Garcia Avenue, Building 5, Mountain View, California. We have first sent copies of this proxy statement to Intuit stockholders beginning on November 4, 2005.

Record Date, Outstanding Shares and Quorum

Only holders of record of Intuit common stock at the close of business on October 24, 2005 (called the “Record Date”) will be entitled to vote at the Meeting. On the Record Date, we had approximately 175,574,000  shares of common stock outstanding and entitled to vote, with approximately 925 stockholders of record and approximately 82,700 beneficial owners. We need a quorum to take action at the Meeting. We will have a quorum if a majority of the shares outstanding on the Record Date are present at the Meeting, either in person or by proxy. Any shares represented by proxies that are marked to abstain from voting on a proposal will be counted as present in determining whether we have a quorum. If a broker, bank, custodian, nominee or other record holder of Intuit common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular matter, these shares (called “broker non-votes”) will also be counted as present in determining whether we have a quorum but are not counted or deemed to be present or represented for the purpose of determining whether stockholders have approved that matter. Please note that banks and brokers cannot vote shares held on behalf of their clients on “non-routine” matters, such as Proposal 3 regarding the approval of an amendment to Intuit’s 2005 Equity Incentive Plan.

If by the date of the Meeting we do not receive sufficient shares to constitute a quorum or approve one or more of the proposals, the Chair of the Meeting, or the persons named as proxies, may propose one or more adjournments of the Meeting to permit further solicitation of proxies. The persons named as proxies would typically exercise their authority to vote in favor of adjournment.

Voting Rights

Holders of our common stock are entitled to one vote for each share they owned on the Record Date. Cumulative voting for directors is not permitted. The Inspector of Elections appointed for the Meeting will tabulate all votes. The Inspector will separately tabulate yes and no votes, abstentions and broker non-votes for each proposal.

Voting and Revoking Proxies

Intuit’s Board of Directors is soliciting the proxy included with this proxy statement for use at the Meeting. All stockholders have three options for submitting their vote prior to the Meeting:

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We encourage you to register your vote via the Internet. If you attend the Meeting, you may also submit your vote in person, and any votes that you previously submitted — whether via the Internet or by phone or by mail — will be superseded by the vote that you cast at the Meeting. Whether your proxy is submitted via the Internet, by phone or by mail, if it is properly completed and submitted and if you do not revoke it prior to the Meeting, your shares will be voted at the Meeting in the manner set forth in this proxy statement or as otherwise specified by you. If you sign and return your proxy card but do not give any voting instructions, your shares will be voted in favor of the election of each of the director nominees listed in Proposal 1 and in favor of Proposals 2 and 3. As far as we know, no other matters will be presented at the Meeting. However, if any other matters of business are properly presented, the proxy holders named on the proxy card are authorized to vote the shares represented by proxies according to their judgment.

Whether you submit your proxy via the Internet, or by phone or by mail, you may revoke it at any time before voting takes place at the Meeting. If you are the record holder of your shares and you wish to revoke your proxy, you must deliver instructions to: Laura A. Fennell, Corporate Secretary, at Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850. You may also revoke a proxy by submitting a later-dated vote, in person at the Meeting. Please note that if a broker, bank or other nominee is the record holder of your shares and you wish to vote at the Meeting, you must bring to the Meeting a letter from the record holder confirming your beneficial ownership of the shares. If a broker, bank or other nominee is the record holder of your shares and you wish to revoke your proxy, you must contact the entity holding your shares.

Soliciting Proxies

Intuit will pay all expenses of soliciting proxies to be voted at the Meeting. After the proxies are initially distributed, Intuit and/or its agents may also solicit proxies by mail, electronic mail, telephone or in person. We have hired a proxy solicitation firm, Innisfree M&A Incorporated, to assist us in soliciting proxies. We will pay Innisfree a fee of $6,500 plus their expenses, which we estimate will be approximately $5,000. After the proxies are initially distributed, we will ask brokers, custodians, nominees and other record holders to forward copies of the proxy statement, proxy card and other materials to people for whom they hold shares of our common stock, and to request that the beneficial holders give them authority to complete and sign the proxies. We will reimburse record holders for reasonable expenses they incur in forwarding proxy materials to beneficial holders.

Voting Results

The preliminary voting results will be announced at the Meeting. The final voting results will be tallied by our Inspector of Elections and published in our quarterly report on Form 10-Q for the fiscal quarter ending January 31, 2006.

Delivery of Voting Materials to Stockholders Sharing an Address

To reduce the expense of delivering duplicate voting materials to stockholders who may have more than one Intuit stock account, we have adopted a procedure approved by the SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and last name and don’t participate in electronic delivery of proxy materials will receive only one copy of our annual report, proxy statement and any additional proxy soliciting materials sent to stockholders until such time as one or more of these stockholders notifies us that they wish to continue receiving individual copies. This procedure will reduce duplicate mailings and save printing costs and postage fees, as well as natural resources. Stockholders who participate in householding will continue to receive separate proxy cards.

How to Obtain a Separate Set of Voting Materials

If you received a householded mailing this year, and you would like to have additional copies of our annual report and proxy statement mailed to you, please submit your request to Investor Relations, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California, 94039-7850, or call (650) 944-3560. You may also contact us at the address or phone number above if you received multiple copies of the annual meeting

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CORPORATE GOVERNANCE

Overview

We regularly monitor corporate governance developments and review our policies, processes and procedures to ensure that Intuit complies with applicable laws, regulations and listing standards. A key component of our efforts includes the reviewing of new or amended federal laws that affect corporate governance and rules adopted by the SEC, Nasdaq and the New York Stock Exchange, as well as evolving corporate governance best practices.

We maintain a corporate governance page on our company website that includes key information about corporate governance matters, including copies of our Corporate Governance Principles, Business Conduct Guide (our code of ethics for all employees, including our Company’s senior executive and financial officers), our Board Code of Ethics and the charter for each Board committee. The link to this corporate governance page can be found at www.intuit.com/about intuit/investors.

Corporate Governance Principles

Our Board has adopted Corporate Governance Principles that are designed to ensure that the Board follows practices and procedures that serve the best interests of Intuit and our stockholders. The Nominating and Governance Committee is responsible for overseeing these Principles and making recommendations to the Board regarding any changes. These Principles address, among other things, our policy on retirement, succession planning and senior leadership development, Board performance evaluations and director orientation and continuing education.

Director Independence

Our Board currently consists of nine directors. Intuit has determined that each of our directors — other than Messrs. Bennett, Campbell and Cook — qualifies as an “independent director” as defined under Nasdaq listing requirements. This definition of independence includes a series of objective tests. For example, to be considered independent, a director may not be employed by Intuit or engage in certain types of business dealings with Intuit. In addition, as required by Nasdaq rules, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the Board reviewed and discussed information provided by the directors and by the company with regard to each director’s business and personal activities as they may relate to Intuit and Intuit’s management.

In addition to having a majority of independent directors (as required by Nasdaq listing standards), the Board believes that it is useful and appropriate to have members of management, including the Chief Executive Officer, serve as directors. The Board currently includes three members of Intuit’s senior management.

BOARD OF DIRECTORS

Incumbent Directors

Information concerning our incumbent directors, all of whom have been nominated for re-election at the Meeting, is set forth below.

Stephen M. Bennett (Age 51)

Mr. Bennett has been President and Chief Executive Officer and a member of Intuit’s Board of Directors since 2000. Prior to joining Intuit, Mr. Bennett spent 23 years with General Electric Corporation. From December 1999 to January 2000, Mr. Bennett was an Executive Vice President and a member of the board of

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Christopher W. Brody (Age 60)

Mr. Brody has been an Intuit director since 1993 and is a member of the Audit Committee and the Compensation and Organizational Development Committee. Mr. Brody has been Chairman of Vantage Partners LLC, a private investment firm, since January 1999. From 1971 through 1998, Mr. Brody was a partner of Warburg, Pincus & Co., a venture capital and private equity investment firm. Mr. Brody also serves as a director of several privately held companies. Mr. Brody holds a Bachelor of Arts in English Literature from Harvard College and a Master in Business Administration from Harvard Business School.

William V. Campbell (Age 65)

Mr. Campbell has been an Intuit director since 1994. He has served as Chairman of the Board since August 1998 and was Acting Chief Executive Officer from September 1999 until January 2000. He also served as Intuit’s President and Chief Executive Officer from April 1994 through July 1998. Mr. Campbell also serves on the boards of directors of Apple Computer, Inc. and Opsware, Inc. (a provider of Internet infrastructure services). Mr. Campbell holds a Bachelor of Arts in Economics and a Masters of Science from Columbia University, where he is Chair of the Board of Trustees.

Scott D. Cook (Age 53)

Mr. Cook, a founder of Intuit, has been an Intuit director since 1984 and has been Chairman of the Executive Committee since August 1998. He served as Intuit’s Chairman of the Board from February 1993 through July 1998. From April 1984 to April 1994, he served as Intuit’s President and Chief Executive Officer. Mr. Cook also serves on the boards of directors of eBay Inc. and The Procter & Gamble Company. Mr. Cook holds a Bachelor of Arts in Economics and Mathematics from the University of Southern California and a Master in Business Administration from Harvard Business School, where he serves on the board of visitors of the Harvard Business School Foundation.

L. John Doerr (Age 54)

Mr. Doerr has been an Intuit director since 1990 and is a member of the Nominating and Governance Committee. He has been a general partner of Kleiner Perkins Caufield & Byers, a venture capital firm, since August 1980. He is also a director of Amazon.com, Inc., Google Inc., Homestore.com, Inc. (a web-based home-related information company), Sun Microsystems, Inc. and several privately held companies. Mr. Doerr holds a Bachelor of Science and a Master of Science in Electrical Engineering and Computer Science from Rice University and a Masters in Business Administration from Harvard Business School.

Donna L. Dubinsky (Age 50)

Ms. Dubinsky has been an Intuit director since 1999 and is a member of the Audit Committee. She has been Chief Executive Officer and Board Chair of Numenta, Inc., a developer of computer memory systems, since March 2005. Ms. Dubinsky was President, Chief Executive Officer and a director of Handspring, Inc., a developer of mobile computing solutions, from July 1998, when she co-founded the company, until November 2003, when Handspring merged with Palm Computing, Inc. From June 1992 to July 1998, Ms. Dubinsky was

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Michael R. Hallman (Age 60)

Mr. Hallman has been an Intuit director since 1993 and is a member of the Audit Committee and the Compensation and Organizational Development Committee. Mr. Hallman has been President of The Hallman Group, a management consulting firm, since October 1992. Mr. Hallman was President and Chief Operating Officer of Microsoft Corporation from March 1990 through April 1992. Mr. Hallman is also a director of InFocus Corporation (a maker of computer-operated projection products), Watchguard Technologies, Inc. (an internet security solutions company) and Digital Insight Corporation (an application service provider for financial institutions). Mr. Hallman holds both a Bachelor and a Master in Business Administration from the University of Michigan.

Dennis D. Powell (Age 57)

Mr. Powell has been an Intuit director since 2004 and is the Chairman of the Audit Committee. He joined Cisco Systems, a provider of networking products and services, in 1997 and has served as the Senior Vice President and Chief Financial Officer since May 2003. From January 1997 to June 2002, he was Cisco’s Vice President, Corporate Controller, and from June 2002 to May 2003, he was Senior Vice President, Corporate Finance. Prior to joining Cisco, Mr. Powell was employed by Coopers & Lybrand LLP for 26 years, most recently as a senior partner. Mr. Powell holds a Bachelor of Science in Business Administration with a concentration in accounting from Oregon State University.

Stratton D. Sclavos (Age 44)

Mr. Sclavos has been an Intuit director since 2001 and is a member of the Nominating and Governance Committee. He has been President, Chief Executive Officer and a director of VeriSign, Inc., a provider of intelligent infrastructure services for networks, since July 1995. Mr. Sclavos is also a director of Juniper Networks, Inc. (an internet infrastructure systems provider), and Salesforce.com (a provider of customer relationship management services). Mr. Sclavos holds a Bachelor of Science in Electrical and Computer Engineering from the University of California, Davis.

Board Responsibilities and Structure

The Board oversees management’s performance on behalf of Intuit’s stockholders. The Board’s primary responsibilities are (1) to appoint and oversee the Chief Executive Officer who, with senior management, runs Intuit on a day-to-day basis, (2) to monitor management’s performance to ensure that Intuit operates in an effective, efficient and ethical manner in order to create value for Intuit’s stockholders, and (3) to periodically review Intuit’s long-range plan, business initiatives, capital projects and budget matters.

The Board appoints the Chairman of the Board, who may be a current or former officer of Intuit if the Board determines that it is in the best interests of Intuit and its stockholders. However, if the Chairman is also the chief executive officer, then the Board has determined that it will appoint a lead independent director. William V. Campbell, the current Chairman of the Board, is an employee of Intuit and previously served as Intuit’s chief executive officer.

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time as appropriate. The Board held four meetings during fiscal 2005. The independent directors meet without management present at regularly scheduled executive sessions. With respect to independent director sessions, the independent directors designate an independent director to serve as presiding director to chair these sessions. In addition, the presiding director advises the Chairman of the

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Attendance at Board, Committee and Annual Stockholders Meeting

The Board expects that each director prepare for, attend and participate in all Board and applicable committee meetings and that each Board member ensures that other commitments do not materially interfere with his or her service on the Board. The time commitments of directors vary substantially depending on their primary employment or occupation, their obligations to other commercial or charitable organizations and a variety of other factors. A director’s involvement with other boards is just one factor to be considered in deciding if a director can devote the time and attention necessary to be an informed and effective director. In April 2005, the Board revised its Corporate Governance Principles to provide that any director who has a principal job change, including retirement, must submit a letter of resignation to the Chairman of the Board. The Board, in consultation with the Nominating and Governance Committee, will review each offered resignation and determine whether or not to accept such resignation after consideration of the continued appropriateness of Board membership under the new circumstances.

No director attended less than 75% of the meetings of the Board and the committees on which he or she served. Five directors attended the 2004 Annual Meeting of Stockholders. In accordance with the Board’s Corporate Governance Principles, all directors are encouraged to attend the annual meetings of Intuit’s stockholders.

Board Committees and Charters

The Board currently has a standing Audit Committee, Compensation and Organizational Development Committee and Nominating and Governance Committee. The members of each committee are appointed by the Board based on recommendations of the Nominating and Governance Committee. Each member of these committees is an independent director as determined by the Board in accordance with Nasdaq listing standards. Each committee has a charter and annually reviews its charter and makes recommendations to our Board for revision of its charter to reflect evolving best practices. Copies of each charter can be found on our website at www.intuit.com under the links for About Intuit — Investor Relations — Corporate Governance. Information found at Intuit’s website is not part of this proxy statement. Committee members are identified in the following table.

Audit Committee

The Audit Committee assists the Board in its oversight of Intuit’s financial reporting, internal controls and audit functions, and is directly responsible for the selection, retention, compensation and oversight of the work of Intuit’s independent registered public accounting firm.

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Each member of the Audit Committee is independent under applicable Nasdaq and SEC standards. In addition, each member of the Audit Committee is financially literate, as required by Nasdaq listing standards. The Audit Committee also includes at least one member — Dennis D. Powell — determined by the Board to meet the qualifications of an “audit committee financial expert,” as defined by SEC rules, and to meet the qualifications of “financial sophistication” in accordance with Nasdaq listing standards. Stockholders should understand that these designations related to an Audit Committee member’s experience and understanding do not impose upon him any duties, obligations or liabilities greater than those generally imposed on a member of the Audit Committee or the Board.

In fiscal 2005, the Audit Committee held 13 meetings. The responsibilities and activities of the Audit Committee are described in greater detail in “Report of the Audit Committee” on page 27 and in the Audit Committee Charter, available on our website.

Compensation and Organizational Development Committee

The Compensation and Organizational Development Committee assists the Board in the review and approval of executive compensation and the oversight of organizational and management development for executive officers and other employees of Intuit. In addition to being independent under Nasdaq listing standards, each committee member is an “outside” director as defined in the Internal Revenue Code of 1986, as amended (the “Code”), and a “Non-Employee Director,” as defined in Rule 16(b)-3 under the Securities Exchange Act of 1934. The committee met nine times in fiscal 2005 and also regularly acted by written consent. For more information, see the “Compensation Committee Report” on page 16.

Nominating and Governance Committee

The Nominating and Governance Committee is responsible for seeing that the Board is properly constituted to meet its fiduciary obligations to stockholders and Intuit, and that Intuit has and follows appropriate governance standards. The Nominating and Governance Committee held four meetings in fiscal 2005.

The committee has adopted a process to identify and evaluate candidates for director, whether recommended by management, Board members, or stockholders (if made in accordance with the procedures set forth under “Stockholder Recommendations of Director Candidates” below). The committee evaluates candidates properly recommended by stockholders in the same manner as candidates recommended by others. The committee believes that all nominees for Board membership should possess the highest ethics, integrity and values and be committed to representing the long-term interests of Intuit’s stockholders. In addition, nominees should have broad, high-level experience in business, government, education, technology or public interest. They should also have sufficient time to carry out their duties as directors of Intuit and have an inquisitive and objective perspective, practical wisdom and mature judgment. The committee will also consider additional factors — such as independence, diversity, expertise and specific skills, and other qualities that may contribute to the Board’s overall effectiveness — when evaluating candidates for director.

Consideration of director candidates typically involves a series of discussions, a review of available information concerning the candidate, qualifications for Board membership established by the Nominating and Governance Committee, the existing composition of the Board, and other factors the committee deems relevant. In conducting its review and evaluation, the committee may solicit the views of management, other Board members and other individuals it believes may have insight into a candidate.

Compensation Committee Interlocks and Insider Participation

No executive officer of the Company during fiscal 2005 served, or currently serves, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on Intuit’s Board or Intuit’s Compensation and Organizational Development Committee.

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DIRECTOR COMPENSATION

Overview

Our three directors who are company employees — Messrs. Bennett, Cook and Campbell — receive no additional or special compensation for serving as directors. Our non-employee directors receive a combination of equity and cash compensation for serving on our Board. The following table lists the fiscal 2005 compensation for each non-employee member of the Board.

Annual Retainer

Non-employee directors are paid an annual cash retainer of $30,000, plus additional cash retainers based on their committee service. These annual retainers are paid in quarterly installments and are listed in the following table:

We reimburse non-employee directors for out-of-pocket expenses incurred in connection with attending Board and committee meetings.

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Director Stock Ownership Requirement

In May 2003, we adopted a stock ownership requirement for our Board members under which each existing director is required to hold at least 3,000 shares of our common stock by the later of May 2006 or three years from the date the director joined the Board. The shares must then be held throughout the director’s tenure on the Board. If any director does not meet the stock ownership requirement within the designated time frame, 50% of his or her annual cash retainers will be made in the form of Intuit stock until compliance is achieved.

Stock Compensation for Non-Employee Directors

All options granted to non-employee directors in fiscal year 2005 were made pursuant to a shareholder-approved non-discretionary formula. A grant was made to one director under our 1996 Directors Stock Option Plan (the “Directors Plan”) on August 1, 2004. This was the final grant made under the Directors Plan. All other grants to non-employee directors were made under our 2005 Equity Incentive Plan (the “Plan”) which our stockholders approved on December 9, 2004. The non-discretionary formulas under both the Directors Plan and the Plan provide that a non-employee director will receive a 45,000-share option grant on the date he or she joins the Board and an annual 15,000-share option grant on each anniversary of the original grant while the director continues to serve on the Board. (For fiscal 2005, the grant of certain non-employee board members’ annual awards were deferred until the stockholders approved the Plan.) Members of the Audit Committee, Compensation and Organizational Development Committee and Nominating and Governance Committee will receive a 5,000-share option grant when they join the committee and an additional 5,000-share option grant on each anniversary of the original grant. A non-employee director receives a grant for each committee on which she or he serves. The exercise price for each option granted to a non-employee director is the fair market value of Intuit’s stock on the grant date.

Initial non-employee director grants vest over four years, at the rate of 25% on the first anniversary of the grant date and 2.0833% monthly after that until fully vested on the fourth anniversary of the grant date. Annual non-employee director grants vest over two years, with 50% of the option shares vesting on the first anniversary of the grant date and the remaining 50% vesting pro rata over the next twelve months. Committee grants vest pro rata over twelve months and are fully vested on the first anniversary of the grant date. The grants vest only while the recipient remains in service.

In fiscal 2005, six non-employee directors received grants under the Plan. Mr. Sclavos received an annual grant in August 2004 and a committee grant in December 2004. Messrs. Brody and Hallman each received annual grants in December 2004 and two committee grants in January 2005. Mr. Doerr received an annual grant and a committee grant in December 2004. Ms. Dubinsky received an annual grant in February 2005 and a committee grant in January 2005. Mr. Powell received an annual grant and a committee grant in February 2005.

STOCKHOLDER MATTERS

Stockholder Communications with the Board

The Nominating and Governance Committee is responsible for receiving stockholder communications on behalf of the Board. Any stockholder may send communications by mail to the Board or individual directors c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at www.intuit.com/about intuit/investors/corporate gov. The Board has instructed the Corporate Secretary to review this correspondence and determine, in his or her discretion, whether matters submitted are appropriate for Board consideration. The Corporate Secretary may also forward certain communications elsewhere in the company for review and possible response. In particular, communications such as product or commercial inquiries or complaints, job inquiries, surveys and business solicitations or advertisements or patently offensive or otherwise inappropriate material, will not be forwarded to the Board.

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Stockholder Recommendations of Director Candidates

As discussed above, our Nominating and Governance Committee will consider director candidates recommended by a stockholder. A stockholder seeking to recommend a candidate for the committee’s consideration should submit the candidate’s name and qualifications to: Nominating and Governance Committee, c/o Corporate Secretary, Intuit Inc., P.O. Box 7850, Mail Stop 2700, Mountain View, California 94039-7850 or via our website at www.intuit.com, under the links for About Intuit — Investor Relations — Corporate Governance. You may also find a copy of a document entitled “Process of Identifying and Evaluating Nominees for Director” on that web page.

Stockholder Proposals for the 2006 Annual Meeting of Stockholders

Any stockholder who intends to present a proposal for inclusion in Intuit’s 2006 proxy statement and form of proxy must submit the proposal, in writing, so that the Corporate Secretary receives it at our principal executive offices by July 7, 2006. Any stockholder who wishes to bring a proposal before the 2006 Annual Meeting of Stockholders but does not seek to include it in our proxy materials, must provide written notice of the proposal to Intuit’s Corporate Secretary, at our principal executive offices, between September 1, 2006 and October 2, 2006. In addition, our stockholders must comply with the procedural requirements in our bylaws, which stockholders can obtain from us upon request. Our bylaws are also on file with the SEC. We may reject, rule out of order or take other appropriate action with respect to any proposal that we determine does not comply with these and other applicable requirements.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership Table

The following table shows shares of Intuit’s common stock that we believe are owned as of October 1, 2005 by:

Unless indicated in the notes, each stockholder has sole voting and investment power for all shares shown, subject to community property laws that may apply to create shared voting and investment power. Unless indicated in the notes, the address of each beneficial owner is c/o Intuit Inc., P.O. Box 7850, Mountain View, California 94039-7850.

We calculated the “Percent of Class” based on 175,516,897 shares of common stock outstanding on October 1, 2005. In accordance with SEC regulations, we also include shares of common stock subject to options that are currently exercisable or will become exercisable within 60 days of October 1, 2005. Those shares are deemed to be outstanding and beneficially owned by the person holding such option for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any other person.

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Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act requires Intuit’s directors, executive officers, and greater-than-10% stockholders to file forms with the SEC to report their ownership of Intuit shares and any changes in ownership. Anyone required to file forms with the SEC must also send copies of the forms to Intuit. We have reviewed all forms provided to us. Based on that review and on written information given to us by our executive officers and directors, we believe that all Section 16(a) filing requirements were met during fiscal 2005, except that a Form 4 reflecting an August 1, 2004 stock option award to Mr. Sclavos was not timely filed. The filing was made on August 11, 2004.

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COMPANY STOCK PRICE PERFORMANCE

The graph below compares the cumulative total stockholder return on Intuit common stock for the last five full fiscal years with the cumulative total return on the S&P 500 Index and the Morgan Stanley High Technology Index for the same period. The graph assumes that $100 was invested in Intuit common stock and in each of the other indices on July 31, 2000 and that all dividends were reinvested. Intuit has never paid cash dividends on its stock.

The comparisons in the graph below are based on historical data — with Intuit common stock prices based on the closing price on the dates indicated — and are not intended to forecast the possible future performance of Intuit’s common stock.

COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN*

Copyright © 2002, Standard & Poor’s, a division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm

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COMPENSATION COMMITTEE REPORT

The Compensation and Organizational Development Committee (the “Compensation Committee”) administers Intuit’s executive compensation program. To that end, the Compensation Committee oversees Intuit’s compensation plans and policies, annually reviews and approves compensation decisions for officers and administers Intuit’s stock compensation plans. The Compensation Committee’s Charter reflects these various responsibilities. The Charter is reviewed periodically, and was revised most recently in July 2005. You may find a copy of the charter posted on Intuit’s website at http://www.intuit.com/ about  intuit/ investors/ corporate  gov.

The members of the Compensation Committee are Christopher W. Brody and Michael R. Hallman, each of whom is an independent director. The Board appoints Compensation Committee members based upon the recommendation of its Nominating and Governance Committee, which is also composed solely of independent directors.

The Compensation Committee met nine times during fiscal 2005, including five meetings in June and July 2005 during Intuit’s annual pay-for-performance review cycle. The Compensation Committee is supported by the Total Rewards group in Intuit’s Human Resources Department. The Compensation Committee has the authority to engage the services of outside advisers, experts and others to assist the Compensation Committee. The Compensation Committee has exercised this authority to engage the services of an outside compensation consultant.

General Compensation Philosophy

Intuit takes a pay-for-performance and performance management approach to executive compensation. We seek to balance the interests of our three key stakeholders — employees, customers and stockholders by:

Intuit employees’ compensation varies based on the individual employee’s performance. Each major compensation component is structured to provide significant differentiation based on individual performance. Intuit’s primary compensation components are:

The pool of funds made available for employees’ compensation is based on Intuit’s overall performance. Intuit strives to make its compensation market competitive and effective in retaining high performing employees. Intuit considers the employee’s total compensation for both the short-term and long-term to assess the retentive value of that compensation.

In fiscal 2005, as in fiscal 2004, the Compensation Committee engaged its outside compensation consultant to provide a comprehensive market study of Intuit’s compensation to its Chief Executive Officer and its senior leadership executive team, comprised of direct reports to the Chief Executive Officer and other key senior financial executives. The comparable companies the Compensation Committee selected for the study are primarily technology companies, some of which are included in the indices referenced in our performance graph on page 15, and some of which are companies that Intuit competes with for talent or are direct competitor companies. The Compensation Committee met with its outside compensation consultants on a number of occasions to review, discuss and analyze the data. Throughout this review process, the Compensation Committee solicited and obtained additional information from both its outside consultant and the Total Rewards group.

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The fiscal 2005 study showed that Intuit’s base pay and cash incentive compensation to its executive officers, including its Chief Executive Officer, are competitive with the market. The study also showed that Intuit’s long-term incentive compensation to its executive officers in the form of stock option grants is competitive, but that the option gains are not. The Compensation Committee took these and other findings into account in determining total compensation for the executive officers and the Chief Executive Officer in the fiscal 2005 pay-for-performance review cycle.

In addition to the study, the Compensation Committee reviewed tally sheets that the Total Rewards group prepared detailing the compensation of the Chief Executive Officer and each named executive officer. These tally sheets provide a comprehensive view of these executives’ compensation; including the compensation such executives would be eligible to receive under different termination scenarios and in the event of the executives’ termination in connection with a change in control of Intuit.

The Compensation Committee also considered a number of other factors in determining whether to increase an executive’s base salary and whether the executive should receive an annual incentive award. The Compensation Committee reviewed (1) the executive pay recommendations made by the Chief Executive Officer with respect to other officers; (2) senior management’s talent and organizational assessment of Intuit’s officers and (3) other quantitative and qualitative factors, including the scope of the executive’s responsibilities, performance, and anticipated impact or contribution to Intuit’s success and growth as well as Intuit’s recent financial performance and market competitiveness. When assessing whether an executive should receive a stock option grant and the size of the grant, the Compensation Committee considered the above factors as well as retention considerations. In keeping with Intuit’s pay-for-performance and performance management compensation philosophy, not all executives received a salary increase or a stock option grant in the fiscal 2005 review cycle.

In consultation with the Chief Executive Officer, the Compensation Committee reviewed and approved compensation decisions for the fiscal 2005 review cycle for all officers other than Chief Executive Officer. The Compensation Committee approved the compensation for the Chief Executive Officer after consultation with the Board of Directors. Please see below for the compensation decisions the Compensation Committee made for Steve Bennett, Intuit’s Chief Executive Officer, for the fiscal 2005 review cycle.

Intuit Performance and CEO Compensation

Mr. Bennett has served as President and Chief Executive Officer since January 2000. As described above, in fiscal 2005 as in fiscal 2004, the Compensation Committee engaged its outside compensation consultant to provide a market analysis of Mr. Bennett’s compensation and to assist the Compensation Committee in its review and assessment of Mr. Bennett’s performance and compensation for the fiscal 2005 annual pay-for-performance review cycle.

The Compensation Committee considered many factors, including the comparative market analysis described above, in its assessment of whether Mr. Bennett’s base salary should be increased, the amount of Mr. Bennett’s annual incentive award for fiscal 2005 and the amount and type of equity compensation awards Mr. Bennett should be awarded. In conducting this assessment, the Compensation Committee considered the accomplishment of annual and longer term financial and strategic goals by Intuit and its major business units. Under Mr. Bennett’s leadership, Intuit has achieved:

Excellent Financial Performance

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A Stronger Leadership Team

Operational Excellence — Effective Execution

In addition to these Intuit specific accomplishments, the Compensation Committee reviewed Mr. Bennett’s continued and future potential contributions to Intuit’s success and growth and his total annual and long-term incentive compensation. Based on the foregoing, the Compensation Committee arrived at the following compensation for Mr. Bennett — See the “Summary Compensation Table” on page 20:

Compliance with Section 162(m) of the Internal Revenue Code of 1986

Under Section 162(m) of the Internal Revenue Code, compensation in excess of $1,000,000 per year to those executives whose compensation is detailed in the Summary Compensation Table (see page 20) is not tax deductible to Intuit unless certain requirements are met. Although not required by law to do so, Intuit has taken steps so that most executive compensation is deductible. Certain income received by the Chief Executive Officer in fiscal 2005 when he vested in part of two restricted stock grants that he received when he was hired in January 2000 are not deductible by Intuit under Section 162(m).

Intuit does not expect that the deductibility of compensation to officers other than the Chief Executive Officer in fiscal 2006 will be affected by the limitations of Section 162(m). Intuit expects that the only significant amount of non-deductible compensation paid to the Chief Executive Officer in fiscal 2006 will be the $100,000 of his base salary in excess of $1,000,000 and the amount attributable to the vesting of 7,500 shares of his new

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Stock Compensation and Executive Officer Share Ownership

Stock options are a critical component of Intuit’s efforts to attract and retain executive officers and other employees. Generally, Intuit limits its option grants to new-hire, performance review and retention grants. Intuit grants options to provide a long-term incentive for the employee to remain with Intuit. Options provide value only if Intuit’s stock price increases (which benefits all stockholders), and only if the employee remains with Intuit until his or her options vest. Intuit’s standard practice is to grant options that vest over a three-year period.

Intuit is sensitive to the concerns of its stockholders regarding the dilutive impact of stock options. Accordingly, Intuit has designed its option grant practices to reflect an appropriate balance between stockholders’ dilution concerns and Intuit’s need to remain competitive by recruiting and retaining high-performing employees. Both of Intuit’s equity compensation plans have been approved by stockholders. Over the last four fiscal years:

Intuit implemented its mandatory share ownership program for directors and senior and executive vice presidents in 2003. The first phase of this program requires Senior Vice Presidents and members of the Board of Directors to hold a minimum of 3,000 shares each and the Chief Executive Officer to hold a minimum of 100,000 shares, in each case by the later of May 2006 or three years after the date the individual is appointed to a position subject to the share ownership program.

Studies have shown that key officers who own shares positively influence stockholder return over time. Intuit’s executive officers are increasing the number of shares of Intuit stock that they hold. To encourage officers subject to the mandatory ownership requirements to purchase and hold Intuit shares, Intuit launched a matching award program. For each two shares an executive subject to the ownership requirements purchases during the three year compliance period, Intuit will grant the executive a restricted stock unit for one share under the Plan, up to a maximum of 1,500 shares. These matching awards vest as to 100% of the shares subject to the award four years after the award date, or on the officer’s death or disability and on a pro-rata basis upon certain terminations of employment.

Conclusion — Our Commitment...

We strive to ensure that Intuit’s compensation programs are fiscally responsible, market responsive and performance based. To this end, the Compensation Committee has reviewed the components of compensation paid to each of Intuit’s officers for fiscal 2005, including annual base salary, target bonus and equity compensation.

We are dedicated to Intuit’s Corporate Governance Principles. These principles are posted on Intuit’s website at http://web.intuit.com/about  intuit/investors/corporate  gov/downloads/principles.pdf

Guided by these principles we continuously review and monitor senior management’s compensation, as well as their development, to produce the greatest value for the Company’s three stakeholders — employees, customers and stockholders.

Members of the Compensation and Organizational Development Committee

Christopher W. Brody

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EXECUTIVE COMPENSATION

The following table shows compensation earned during fiscal 2003, 2004 and 2005 by Intuit’s Chief Executive Officer and Intuit’s other four most highly compensated executive officers for fiscal 2005. We call these individuals our “Named Officers.” The information in the table includes salaries, bonuses, stock options and restricted stock awards and other additional forms of compensation. For information about employment contracts, termination of employment and change-of-control arrangements between Intuit and the Named Officers, see “Employment Contracts, Termination of Employment and Change-in-Control Arrangements” on page 23.

Summary Compensation Table

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Option Grants in Last Fiscal Year

The following table shows information about stock option grants to the Named Officers during fiscal 2005. These options are included in the “Summary Compensation Table” on page 20. We granted all of these options under our 2005 Equity Incentive Plan at exercise prices equal to the fair market value of our common stock on the grant dates. The options expire seven years from their date of grant. They will terminate earlier if the holder terminates employment. SEC rules require us to show hypothetical gains that the Named Officers would have for these options at the end of their terms. We calculated these gains assuming annual compound stock price appreciation of 5% and 10% from the date the option was originally granted to the end of the option term as required by SEC rules. These rates of stock price appreciation are not Intuit’s estimate or projection of future stock prices.

Option Exercises in Last Fiscal Year

The following table shows information about the value realized on option exercises for each of the Named Officers during fiscal 2005 and the value of their unexercised options at the end of fiscal 2005. None of our Named Officers exercised stock options in fiscal 2005. Value at fiscal year end is measured as the difference between the exercise price and $48.00, which was the fair market value of Intuit common stock on July 29, 2005, the last trading day of fiscal 2005.

Aggregated Option Exercises in Fiscal 2005 and July 31, 2005 Option Values

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Employment Contracts, Termination of Employment and Change-in-Control Arrangements

We have entered into the following employment contracts, termination of employment and change-in-control arrangements with our Named Officers:

Stephen M. Bennett

On July 30, 2003, we amended and restated Mr. Bennett’s original January 2000 employment contract. Under this agreement, Mr. Bennett’s base salary will be no lower than $990,000. Mr. Bennett is eligible for an annual performance bonus under our Senior Executive Incentive Plan (“SEIP”). He is paid a bonus only if he attains performance goals established by the Compensation and Organizational Development Committee. The SEIP is designed to meet the performance based compensation requirements under Section 162(m) of the Internal Revenue Code so that we may fully deduct Mr. Bennett’s bonuses. We also agreed to make an employer contribution to Mr. Bennett’s Executive Deferred Compensation Plan account for each year beginning with fiscal 2004 and ending with fiscal 2008. This fully vested contribution will be a minimum of $50,000, and we may increase the contribution based on his performance to up to $200,000. Mr. Bennett’s loan from Intuit remains unchanged under this agreement. See “Related Transactions and Certain Relationships” beginning on page 24.

Mr. Bennett can terminate the employment agreement at any time upon written notice to the Board of Directors. Intuit may terminate Mr. Bennett’s employment upon the written recommendation of two-thirds of the Board of Directors. Under the circumstances described below, Mr. Bennett is entitled to receive severance benefits subject to his execution of a valid and binding release agreement.

If Intuit terminates Mr. Bennett other than for “Cause” (which includes gross negligence, willful misconduct, fraud and certain criminal convictions) or if Mr. Bennett terminates his employment for “Good Reason” (which includes relocation or a reduction in duties, title or compensation), Mr. Bennett is entitled to (1) severance pay equal to six months of his then-current salary, (2) accelerated vesting of the 800,000-share stock option that was granted to him when he joined Intuit in January 2000 in an amount equal to the number of shares that would have vested over the next 12 months, and (3) vesting of a pro rata portion of the shares issuable under a restricted stock unit award for 425,000 shares that was granted in 2003, based on the portion of time he has provided services over the full five year vesting period.

If Mr. Bennett’s termination occurs within two months before or 12 months after any change of control of Intuit, he will be entitled to (1) 12 months of his then-current salary, (2) his full target bonus for the year of termination, (3) accelerated vesting of all remaining unvested new hire restricted stock awarded to him in January 2000, (4) accelerated vesting of the new hire options granted to him in January 2000 that would have vested over the next 24 successive months, and (5) full vesting of the 425,000-share restricted stock unit award that was granted to him in 2003.

The Compensation Committee approved the grant on July 29, 2005 of a 50,000 share restricted stock unit (“RSU”) to Mr. Bennett under the 2005 Equity Incentive Plan. Vesting of the RSU is subject to the achievement of performance goals established by the Compensation Committee for fiscal 2006, which include targets based upon both Intuit’s net revenue and operating income for fiscal 2006. If the performance goals for fiscal 2006 are achieved, the RSU will vest on July 29, 2008. If the performance goals for fiscal 2006 are not achieved, the RSU will terminate without vesting. We will only issue vested shares to Mr. Bennett under this RSU award. In the event of Mr. Bennett’s “Involuntary Termination” or “Termination without Cause” (as defined in his Employment Agreement), the RSU will automatically vest as to a percentage of the total number of shares subject to the RSU equal to his number of full months of service from the date of grant to the date of termination of his employment divided by thirty-six months. In the event of Mr. Bennett’s “Termination Following a Change in Control” (as defined in his Employment Agreement), the RSU will automatically vest as to 100% of the total number of shares subject to the RSU.

Robert B. Henske

On May 15, 2005, Intuit entered into a new employment agreement with Robert B. Henske. This agreement was subsequently amended on September 6, 2005. Under this agreement, as amended, Mr. Henske’s base

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If Intuit terminates Mr. Henske’s employment other than for “Cause” (which includes gross negligence, willful misconduct, fraud and certain criminal convictions), or Mr. Henske terminates his employment for “Good Reason” (which includes relocation or a reduction in duties, title or compensation), or if within one year after any change of control of Intuit, Mr. Henske is not a Section 16 officer of the surviving entity or acquirer or his employment ends for reasons other than cause or his resignation, then in each case, Mr. Henske will be entitled to the following separation benefits if he signs a release and waiver of claims: (1) a single lump sum severance payment equal to 18 months of his then current salary, (2) one and one-half times his target bonus for the then current fiscal year and (3) accelerated vesting of his 400,000-share new hire option equal to the number of shares that would have vested over the next 18 successive months.

Richard W. Ihrie

On October 12, 2000, we entered into an employment agreement with Mr. Ihrie to join Intuit on November 27, 2000 as Senior Vice President and Chief Technology Officer. Under this agreement, Mr. Ihrie’s original salary was $300,000 per year. His salary has subsequently been increased to $500,000 per year. Under this agreement, Mr. Ihrie received a one-time bonus of $200,000 in January 2001, reimbursement for relocation expenses and an option grant for 100,000 shares. If Intuit terminates Mr. Ihrie other than for “Cause” (which includes gross negligence, willful misconduct or willful misconduct that materially affects his work), Mr. Ihrie is entitled to severance pay equal to six months of his then-current salary and accelerated vesting of his new hire options equal to the number of shares that would have vested in the next six months.

This agreement also provided for a loan of $1,800,000 for relocation-related purposes. See “Related Transactions and Certain Relationships” below.

Brad D. Smith

On May 10, 2005, Intuit entered into a new employment agreement with Mr. Smith, which was subsequently amended on September 6, 2005. Under the terms of this agreement as amended, Mr. Smith’s base salary will be no lower than $500,000, and he is eligible to receive an annual performance bonus with a target of 75% of his base salary. Pursuant to this agreement, Mr. Smith was granted a stock option for 100,000 shares that vests over three years.

Additionally, Mr. Smith received relocation assistance pursuant to Intuit’s standard executive relocation policy, plus one additional month’s salary and benefits in order is assist him in his relocation pursuant to his promotion to Senior Vice President/ General Manager of QuickBooks. In the event Mr. Smith resigns prior to May 5, 2006, he will be required to reimburse Intuit for a prorated amount of all relocation benefits.

RELATED TRANSACTIONS AND CERTAIN RELATIONSHIPS

We have described below certain transactions and relationships between Intuit and an executive officer, director or 5% stockholder or their immediate family members that have been entered into since the beginning of fiscal 2005 or that involved indebtedness to or payments from Intuit during fiscal 2005. For information about compensation paid in connection with employment or Board service for Named Officers and directors, see “Executive Compensation” beginning on page 20, and “Director Compensation” beginning on page 10.

In the past, we have approved loans for executive officers, most often for recruiting purposes in connection with their relocation and purchase of a residence near their place of work. These loans have generally been provided when the executive relocated to a higher-cost housing market, such as the San Francisco Bay area. All of the mortgages to the executive officers are secured by the homes they purchase. The Sarbanes-Oxley

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Pursuant to Stephen M. Bennett’s January 24, 2000 employment agreement, Intuit provided Mr. Bennett, Intuit’s President and Chief Executive Officer, with a $4,375,000 relocation loan on February 17, 2000 to purchase a home close to Intuit’s corporate offices. The note is interest free for so long as Mr. Bennett is providing services to Intuit. The entire loan balance becomes due and payable 90 days following Mr. Bennett’s resignation or termination for cause, or two years following Mr. Bennett’s termination for any other reason, but in no event later than February 17, 2010. As of October 1, 2005, the outstanding principal balance on this loan was $4,375,000, which is the most principal Mr. Bennett owed under the loan since the beginning of fiscal 2005.

In February 2005, Mr. Bennett paid Intuit $1,095,936 in full satisfaction of a $1,066,400 full recourse promissory note. Intuit had loaned Mr. Bennett this amount to cover his tax liability due to the vesting of a total of 75,000 shares under restricted stock awards made to him in January 2000. This full recourse note was secured by the 75,000 shares of Intuit stock. Interest was due each February and accrued at the rate of 2.72% per annum, compounded semiannually. The entire loan balance became due and payable in February 2005. The largest aggregate amount of indebtedness outstanding during fiscal 2005 under this note was $1,095,936.

On February 25, 2005, Intuit repurchased from Mr. Bennett 15,945 of the 37,500 shares that vested pursuant to his January 2000 restricted stock awards to enable Mr. Bennett to satisfy his federal and state tax withholding obligations resulting from the vesting of the shares. Intuit repurchased the shares at $41.81 per share, the closing price of Intuit’s stock on Nasdaq on February 25, 2005, for an aggregate amount of $666,660, all of which was remitted to taxing authorities.

Pursuant to an employment agreement dated July 31, 2001, Intuit agreed to provide Lorrie Norrington, a former executive officer of Intuit, a $5,000,000 relocation loan to purchase a home close to Intuit’s corporate offices. In March 2002, the Compensation and Organizational Development Committee approved a $500,000 increase to the loan amount. Intuit funded the entire $5,500,000 loan in June 2002. Under Ms. Norrington’s employment agreement, the original $5,000,000 principal amount of the loan is interest free through June 2006. Thereafter, annual interest accrues and is payable at 5.77% per year. With respect to the remaining $500,000, interest accrued at a rate of 5.77% per year, and interest payments were due on each September 30, beginning in 2002. Ms. Norrington’s employment terminated in January 2005, and in accordance with her employment agreement and the Separation Terms and Release Agreement dated January 7, 2005, the entire loan balance will become due and payable four years from the date of her termination and remains interest-free as to $5,000,000 of the principal amount until the fourth anniversary of the loan funding. The most principal Ms. Norrington owed under the loan since the beginning of fiscal 2005 was $5,500,000. As of October 1, 2005, the outstanding principal balance on this loan was $5,000,000, which reflects the repayment of $500,000 in principal in May 2005.

In October 2000, the Compensation and Organizational Development Committee approved a loan to Richard W. Ihrie, Intuit’s Senior Vice President and Chief Technology Officer, in connection with his purchase of a home close to Intuit’s corporate offices. The principal amount of the loan was $1,800,000 and the interest rate is 4.09% per year. Annual interest payments are due on August 1. In accordance with Mr. Ihrie’s offer letter, Intuit forgave the first interest payment of $78,156 that otherwise would have been due on August 1, 2001. The entire loan balance becomes due and payable 10 days following Mr. Ihrie’s termination for any reason other than death or permanent disability (in which event Mr. Ihrie would have 180 days to repay the loan), but in no event later than November 24, 2010. As of October 1, 2005, the outstanding principal balance on this loan was $1,630,000, which was the most principal Mr. Ihrie owed under the loan since the beginning of fiscal 2005.

During fiscal 2005 Intuit’s Audit Committee approved the following transactions:

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Intuit is a large business organization, and we engage in thousands of purchase, sale and other transactions annually. We have various types of business arrangements with corporations and other organizations in which an Intuit director, executive officer or nominee for director may also be a director, trustee or investor, or have some other direct or indirect relationship. We enter into these arrangements in the ordinary course of our business, and they typically involve Intuit receiving or providing goods or services on a non-exclusive basis and at arms-length negotiated rates or in accordance with regulated price schedules.

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REPORT OF THE AUDIT COMMITTEE

We, the members of the Audit Committee, assist the Board of Directors in its oversight of Intuit’s financial accounting, reporting and controls. We also are responsible for selecting, evaluating and setting the compensation of Intuit’s independent registered public accounting firm. We operate under a written charter that both the Board and we have approved. A copy of the charter is available on Intuit’s website and was included in Intuit’s 2004 proxy statement filed on October 22, 2004.

Intuit’s management is responsible for the preparation, presentation and integrity of Intuit’s financial statements, including setting the accounting and financial reporting principles and designing Intuit’s system of internal control over financial reporting. Intuit’s independent registered public accounting firm, Ernst & Young LLP, is responsible for performing an independent audit of Intuit’s consolidated financial statements and for expressing opinions on the conformity of Intuit’s audited financial statements to generally accepted accounting principles, on management’s assessment of the effectiveness of internal control over financial reporting and on the effectiveness of Intuit’s internal control over financial reporting based on their audit. The Audit Committee oversees the processes, although members of the Audit Committee are not engaged in the practice of auditing or accounting.

We reviewed and discussed with management and representatives of Ernst & Young the audited financial statements for the fiscal year ended July 31, 2005 and management’s assessment of internal control over financial reporting. We also discussed with Ernst & Young the matters required to be discussed by Statement on Auditing Standards 61, “Communication with Audit Committees,” as amended. We received the written disclosures and the letter from Ernst & Young required by Independence Standards Board Standard No. 1, “Independence Discussions with Audit Committees,” and discussed with Ernst & Young the firm’s independence.

Based on the reports, discussions and review described in this report, and subject to the limitations on our role and responsibilities referred to in this report and in the charter, we recommended to the Board of Directors that the audited financial statements be included in Intuit’s Annual Report on Form 10-K for fiscal 2005. We also selected Ernst & Young LLP as our independent registered public accounting firm for fiscal 2006.

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PROPOSAL NO. 1

Each of our directors stands for election on an annual basis. We do not have a classified or staggered Board. The Nominating and Governance Committee, consisting solely of independent directors as determined by the Board under applicable Nasdaq listing standards, recommended the nine current directors for nomination by our full Board. Based on that recommendation, our Board has nominated those directors for election at the Meeting.

Nominees

The following nine incumbent directors are nominated for re-election to the Board: Stephen M. Bennett, Christopher W. Brody, William V. Campbell, Scott D. Cook, L. John Doerr, Donna L. Dubinsky, Michael R. Hallman, Dennis D. Powell and Stratton D. Sclavos.

Each nominee, if elected, will serve until the next annual meeting of stockholders and until a qualified successor is elected, unless the nominee resigns or is removed from the Board before then. Although we know of no reason why any of the nominees would not be able to serve, if any nominee is unavailable for election, the proxies will vote your shares to approve the election of any substitute nominee proposed by the Board. Please see “Incumbent Directors” on page 5 of this proxy statement for information concerning each of our incumbent directors standing for re-election.

Directors will be elected by a plurality of the votes cast by the shares of common stock present (either in person or by proxy) at the Meeting. This means that the nine nominees with the most votes will be elected.

The Board recommends that you vote

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PROPOSAL NO. 2

Intuit’s Audit Committee has selected Ernst & Young LLP as the independent registered public accounting firm to perform the audit of Intuit’s consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting for the fiscal year ending July 31, 2006, and we are asking stockholders to ratify this selection. Representatives of Ernst & Young are expected to attend the Meeting. They will have the opportunity to make a statement at the Meeting if they wish to do so, and they will be available to respond to appropriate questions from stockholders.

The Audit Committee’s Policy on Pre-Approval of Services Performed by the Independent Registered Public Accounting Firm

It is the policy of the Audit Committee to pre-approve at the beginning of each fiscal year all audit and permissible non-audit services to be provided by the independent registered public accounting firm during that fiscal year. The Audit Committee authorizes specific projects within categories of services, subject to a budget for each category. The Audit Committee may also pre-approve particular services on a case-by-case basis. The independent auditor and management report to the Audit Committee actual fees versus the budget periodically throughout the fiscal year.

Fees Paid to Independent Registered Public Accounting Firm

The following table shows fees that we paid (or accrued) for professional services rendered by Ernst & Young for fiscal 2005 and 2004:

Audit Fees

Audit-Related Fees

Tax Fees

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All Other Fees

For more information about Ernst & Young, please see the Report of the Audit Committee on page 27.

Proposal No. 2 must be approved by a majority of the votes cast on the proposal, including abstentions but excluding broker non-votes. If the selection of Ernst & Young is not ratified, the board will consider whether it should select another independent registered public accounting firm.

The Board recommends that you vote FOR

PROPOSAL NO. 3

General

In October 2004, we asked our stockholders to approve the 2005 Equity Incentive Plan (the “Plan”), which we designed to reflect our commitment to having best practices in both compensation and corporate governance. At that time, we committed to submitting the Plan to our stockholders for re-approval on an annual basis. Annual approval gives our stockholders the opportunity to consider and review our equity compensation program each year and to vote on continuation of the plan. The approval in 2004 covered the Plan to December 2006. We are now asking for our first annual re-approval, which will extend the Plan to December 2007.

We are asking our stockholders to approve an amendment to the Plan to (1) extend the term of the plan by an additional year, through December 9, 2007; (2) provide for the addition of 6,500,000 shares to cover awards under the Plan through its amended term; and (3) amend the existing 2,000,000-share cap on equity awards that can be granted at below fair market value (for example, restricted stock or restricted stock units) to allow that up to 50% of the equity awards granted under the Plan each fiscal year can be below fair market value awards.

We believe that our ability to attract and retain qualified, high-performing employees is vital to our success and growth as a company. As described in the Compensation Committee Report beginning on page 16, equity compensation is also a very effective retention tool that encourages and rewards employee performance that aligns with stockholders’ interests.

Approval of the amendment to the Plan enables Intuit to achieve the following objectives:

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Background on Stock Compensation at Intuit

We believe that employee stock ownership is a significant contributing factor in achieving superior financial performance. Historically, Intuit has granted stock options to the vast majority of its newly hired employees and to its non-employee directors, and this has been a vital component of Intuit’s overall compensation philosophy. Recognizing that stock-based compensation is a valuable and limited resource, Intuit has actively managed its use of stock-based compensation. To that end and consistent with our general pay-for-performance compensation philosophy, only our highest rated employees receive annual stock option grants.

We believe that stock options and other forms of equity compensation align employees’ interests directly with those of other stockholders, as they reward employees only upon improved stock price performance because an increase in stock price after the date of award is necessary for employees to realize greater value. Without stock-based compensation, Intuit would be at a disadvantage against competitor companies to provide a market-competitive total compensation package necessary to attract, retain and motivate the employee talent critical to the future success of the company.

Intuit is aggressively managing its stock-based incentive compensation. We are committed to keeping our annual burn rate to less than 3% of shares outstanding at the end of the fiscal year. We define “burn rate” as the number of grants issued under the Plan, net of forfeitures of awards issued under the Plan. Over the last three fiscal years, our net annual dilution from stock options has averaged under 3%. We also actively manage our total overhang.

We strongly believe that our stock-based incentive programs and emphasis on employee stock ownership have been integral to our success in the past and will continue to be important to our ability to achieve consistently superior performance in the years ahead. Therefore, we consider approval of the amendment to the Plan vital to Intuit’s continued success.

Purpose of the Plan

The Plan as proposed to be amended will allow Intuit, under the direction of the Compensation and Organizational Development Committee (the “Compensation Committee”), to make broad-based grants of stock options, restricted stock awards, restricted stock units, stock appreciation rights and stock bonus awards to employees and non-employee directors. The purpose of these stock awards is to attract and retain talented employees and non-employee directors, further align their interests and those of our stockholders and continue to link employee compensation with Intuit’s performance.

Key Terms of the Plan

The following is a summary of the key provisions of the Plan, assuming that stockholders approve this Proposal No. 3. This summary does not purport to be a complete description of all the provisions of the Plan, and it is qualified in its entirety by reference to the full text of the Plan. A copy of the Plan has been filed with the SEC with this proxy statement, and any stockholder who desires to obtain a copy of the Plan may do so by written request to the Company Secretary at Intuit’s headquarters in Mountain View, California.

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Non-Employee Director Awards

The Plan provides for stock option grants to non-employee directors according to a non-discretionary formula, as described more fully under “Director Compensation” on page 10.

New Plan Benefits

Intuit’s executive officers and directors have an interest in approval of the Plan amendment because it relates to the issuance of equity awards for which executive officers and directors may be eligible. In the aggregate, 130,000 options will be granted automatically each year to our six non-employee directors pursuant to the Plan option grant formula for non-employee directors. The exercise prices of these options will be 100% of the fair market value of our stock on the date of grant.

Future awards under the Plan to executive officers and employees, and any additional future discretionary awards to non-employee directors in addition to those granted automatically pursuant to the grant formula, are discretionary and cannot be determined at this time.

Eligibility Under Section 162(m)

Awards may, but need not, include performance criteria that satisfy Section 162(m) of the Internal Revenue Code. To the extent that awards are intended to qualify as “performance-based compensation” under Section 162(m), the performance criteria will be selected from one of the following criteria, either individually, alternatively or in any combination, applied to either the company as a whole or to a business unit or subsidiary, either individually, alternatively, or in any combination, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Compensation Committee in the award:

To the extent that an award under the Plan is designated as a “performance award,” but is not intended to qualify as performance-based compensation under Section 162(m), the performance criteria can include the achievement of strategic objectives as determined by the Board.

Notwithstanding satisfaction of any performance criteria described above, to the extent specified at the time of grant of an award, the number of shares of common stock, stock options or other benefits granted, issued, retainable and/or vested under an award on account of satisfaction of performance criteria may be reduced by the Compensation Committee on the basis of such further considerations as the Compensation Committee in its sole discretion determines.

Transferability

Awards granted under the Plan are not transferable except by will or the laws of descent and distribution except that the Compensation Committee may consent to permit the transfer of a non-qualified stock option. The 2005 Plan specifically prohibits transfers by an individual for consideration.

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Administration

The Compensation Committee will administer the Plan. The Compensation Committee will select the individuals who receive awards, determine the number of shares covered thereby, and, subject to the terms and limitations expressly set forth in the Plan, establish the terms, conditions and other provisions of the awards. The Compensation Committee may interpret the Plan and establish, amend and rescind any rules relating to the Plan. The Compensation Committee may delegate to a committee of one or more Intuit officers the ability to grant awards and take certain other actions with respect to participants who are not executive officers or directors.

Amendments

The Board may terminate, amend or suspend the Plan, provided that no action may be taken by the Board (except those described in “Adjustments”) without stockholder approval to amend the Plan in any manner that requires stockholder approval pursuant to the Internal Revenue Code or the regulations promulgated thereunder or pursuant to the Securities Exchange Act of 1934 or any rule promulgated thereunder or pursuant to Nasdaq rules.

Adjustments

In the event of a stock dividend, recapitalization, stock split, combination of shares, extraordinary dividend of cash or assets, reorganization, or exchange of Intuit’s common stock, or any similar event affecting Intuit’s common stock, the Compensation Committee shall adjust the number and kind of shares available for grant under the 2005 Plan, and subject to the various limitations set forth in the Plan, the number and kind of shares subject to outstanding awards under the Plan, and the exercise or settlement price of outstanding stock options and of other awards.

The impact of a merger or other reorganization of Intuit on outstanding awards granted under the Plan shall be specified in the agreement relating to the merger or reorganization, subject to the limitations and restrictions set forth in the Plan. Such agreement may provide for, among other things, assumption of outstanding awards, accelerated vesting or accelerated expiration of outstanding awards, or settlement of outstanding awards in cash.

U.S. Tax Consequences

Stock option grants under the Plan may be intended to qualify as incentive stock options under Section 422 of the Internal Revenue Code or may be non-qualified stock options governed by Section 83 of the Internal Revenue Code. Generally, no federal income tax is payable by a participant upon the grant of a stock option and no deduction is taken by the company. Intuit’s practice has been to grant non-qualified stock options. Under current tax laws, if a participant exercises a non-qualified stock option, he or she will have taxable income equal to the difference between the market price of the common stock on the exercise date and the stock option grant price. Intuit will be entitled to a corresponding deduction on its income tax return. A participant will have no taxable income upon exercising an incentive stock option after the applicable holding periods have been satisfied (except that alternative minimum tax may apply), and Intuit will receive no deduction when an incentive stock option is exercised. The treatment for a participant of a disposition of shares acquired through the exercise of an option depends on how long the shares were held and on whether the shares were acquired by exercising an incentive stock option or a non-qualified stock option. Intuit may be entitled to a deduction in the case of a disposition of shares acquired under an incentive stock option before the applicable holding periods have been satisfied.

Restricted stock awards, stock bonus awards and restricted stock units are governed by Section 83 of the Internal Revenue Code. For restricted stock awards generally, no taxes are due when the award is initially made, but the award becomes taxable when it is no longer subject to a “substantial risk of forfeiture” (i.e., becomes vested or transferable). Income tax is paid on the value of the stock at ordinary rates when the restrictions lapse, and then at capital gain rates when the shares are sold. For stock bonus awards and

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As described above, awards granted under the Plan may qualify as “performance-based compensation” under Section 162(m) of the Internal Revenue Code in order to preserve federal income tax deductions by Intuit with respect to annual compensation required to be taken into account under Section 162(m) that is in excess of $1 million and paid to one of Intuit’s five most highly compensated executive officers. To so qualify, options and other awards must be granted under the Plan by a committee consisting solely of two or more “outside directors” (as defined under regulations) and satisfy the Plan’s limit on the total number of shares that may be awarded to any one participant during any calendar year. In addition, for awards other than options to qualify as “performance-based compensation,” the issuance or vesting of the award, as the case may be, must be contingent upon satisfying one or more of the performance criteria described above, as established and certified by a committee consisting solely of two or more “outside directors.”

The Plan has been drafted to in order to avoid the application of taxes, under Section 409A of the Internal Revenue Code, on any participants.

For a discussion of Intuit’s executive compensation philosophy, see the “Compensation Committee Report” beginning on page 16.

Proposal No. 3 must be approved by a majority of the votes cast on the proposal, including abstentions but excluding broker non-votes.

The Board of Directors recommends that you vote FOR the

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EQUITY COMPENSATION PLAN INFORMATION

The following table sets forth certain information, as of July 31, 2005, concerning securities authorized for issuance under all of Intuit’s equity compensation plans, excluding the additional shares we are proposing to add to the 2005 Equity Incentive Plan in Proposal No. 3:

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EQUITY COMPENSATION PLANS NOT APPROVED BY SECURITY HOLDERS

1998 Option Plan for Mergers and Acquisitions

In November 1998, our Board adopted the 1998 Option Plan for Mergers and Acquisitions (the “1998 Plan”) to grant non-qualified stock options to individuals Intuit hires as a result of acquisitions of, or mergers with, other companies. The 1998 Plan terminated on December 9, 2004 when stockholders approved the 2005 Equity Incentive Plan. Options granted prior to that date remain outstanding pursuant to their original terms and conditions.

Shares Subject to the 1998 Plan. As of July 31, 2005, an aggregate of 1,209,304 shares remained issuable upon exercise of options granted under the 1998 Plan. If any option granted under the 1998 Plan expires or terminates for any reason without being exercised in full, the unexercised shares will not be available for grant by Intuit. All outstanding options are subject to adjustment for any future stock dividends, splits, combinations, or other changes in capitalization as described in the 1998 Plan.

Other Plan Terms. Options under the 1998 Plan could only be granted to employees, officers, consultants, independent contractors and advisors of Intuit or any parent, subsidiary or affiliate of Intuit hired as a result of a merger or acquisition and within 18 months following the completion of that acquisition or merger. If Intuit were acquired and the acquiring corporation did not assume or replace the awards granted under the 1998 Plan, or if Intuit were to liquidate or dissolve, all outstanding awards would become fully vested at such time and on such conditions as the Board determined, and the awards would expire at the closing of the transaction or at the time of dissolution or liquidation. If Intuit were acquired and the acquiring company assumed the outstanding options under the 1998 Plan, options granted on or after May 31, 2002 would accelerate as to 12 months of vesting if the optionee were terminated within one year following the acquisition.

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APPENDIX 1

INTUIT INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES