INTUIT INC, POS AM, 2001-01-08

INTUIT INC
POS AM, 2001-01-08
PREPACKAGED SOFTWARE

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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 2001
REGISTRATION NO. 333-71097
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 1

FORM S-4
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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INTUIT INC.
(Exact name of Registrant as specified in its charter)

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DELAWARE 7372 77-0034661
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. employer
incorporation or organization) Classification Code Number) identification no.)
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2535 GARCIA AVENUE
MOUNTAIN VIEW, CALIFORNIA 94043
(650) 944-6000

(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)

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CATHERINE L. VALENTINE
VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY
2632 MARINE WAY, M.S. 7-1154
P.O. BOX 7850
MOUNTAIN VIEW, CALIFORNIA 94039-7850
(650) 944-6656
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

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Copies to:
GORDON K. DAVIDSON, ESQ.
KENNETH A. LINHARES, ESQ.
KATHERINE TALLMAN SCHUDA, ESQ.
FENWICK & WEST LLP
TWO PALO ALTO SQUARE
PALO ALTO, CALIFORNIA 94306
(650) 494-0600

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: FROM TIME TO
TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.

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If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, please check the following box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [X]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ] __________

If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________

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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

<PAGE> 2

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THIS
PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN
OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT
PERMITTED.

SUBJECT TO COMPLETION, DATED JANUARY 8, 2001

PROSPECTUS

$1,000,000,000

INTUIT INC.

COMMON STOCK

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This prospectus covers up to $1,000,000,000 in shares of Intuit common
stock that Intuit may offer and issue from time to time to acquire assets or
businesses. Intuit may pay for these assets or businesses with common stock,
stock options, cash, notes, assumption of liabilities and/or other forms of
payment. Anyone who receives shares of Intuit common stock under this prospectus
(and anyone to whom they give shares) may also use this prospectus, with
Intuit's permission, to resell the shares.

The terms for acquiring assets or businesses will be determined by
negotiations between Intuit and the owners of the assets or businesses. Shares
of Intuit common stock issued to pay for any assets or businesses will be valued
at approximately the current market value of the common stock. The value will be
determined either when the terms of the acquisition are tentatively or finally
agreed to, when the acquisition is completed, or during a specific period of
time before Intuit delivers the shares.

Intuit does not expect to pay underwriting discounts or commissions for the
shares covered by this prospectus. However, Intuit may pay finders' fees to
anyone who assists Intuit in finding assets or businesses to acquire. Anyone who
receives a finders' fee may be considered an "underwriter" under the Securities
Act of 1933, and any profit on the resale of shares of common stock purchased by
them may be considered underwriting commissions or discounts.

Intuit common stock is traded on the Nasdaq National Market under the
symbol "INTU." The closing price of Intuit common stock on January 5, 2001 was
$36.25.

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THE OFFERING OF INTUIT COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE "RISK
FACTORS" BEGINNING ON PAGE 3.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION, NOR ANY STATE SECURITIES
COMMISSION, HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE DATE OF THIS PROSPECTUS IS _________, 2001.

<PAGE> 3

WE HAVE NOT AUTHORIZED ANY PERSON TO GIVE ANY INFORMATION OR REPRESENT
ANYTHING NOT CONTAINED OR INCORPORATED BY REFERENCE IN THIS PROSPECTUS. YOU
SHOULD RELY ONLY ON THE INFORMATION CONTAINED OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS. WE ARE NOT MAKING AN OFFER TO SELL THESE SECURITIES OR SEEKING
AN OFFER TO BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS
PROHIBITED. INFORMATION IN THIS PROSPECTUS IS ACCURATE ONLY AS OF ITS DATE,
REGARDLESS OF WHEN ANY LATER OFFER OR SALE OCCURS.

TABLE OF CONTENTS
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Page
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Forward-Looking Statements.............................................. 3

Intuit.................................................................. 3

Risk Factors............................................................ 3

Securities Covered by this Prospectus................................... 10

Selected Financial Data................................................. 12

Supplementary Financial Information..................................... 13

Information Concerning Intuit Management................................ 15

Legal Matters........................................................... 15

Experts................................................................. 15

Where You Can Find More Information..................................... 15

Documents Incorporated by Reference..................................... 16
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THIS PROSPECTUS INCORPORATES IMPORTANT BUSINESS AND FINANCIAL INFORMATION
THAT IS NOT INCLUDED IN OR DELIVERED WITH THIS PROSPECTUS. THIS INFORMATION IS
AVAILABLE WITHOUT CHARGE UPON ORAL OR WRITTEN REQUEST TO INTUIT INC., INVESTOR
RELATIONS, 2632 MARINE WAY, MAILSTOP 7-1086, P.O. BOX 7850, MOUNTAIN VIEW,
CALIFORNIA 94039-7850, AND TELEPHONE NUMBER (650) 944-2713. TO BE SURE THAT THE
DOCUMENTS ARRIVE ON TIME, YOU SHOULD MAKE ALL REQUESTS FOR DOCUMENTS BY THE
FIFTH BUSINESS DAY BEFORE YOU MAKE YOUR INVESTMENT DECISION.

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FORWARD-LOOKING STATEMENTS

This prospectus (including the documents incorporated by reference)
contains forward-looking statements regarding Intuit's plans, expectations,
estimates and beliefs. These statements involve risks and uncertainties, and
actual results could differ materially from those reflected in the
forward-looking statements. Forward-looking statements in this Prospectus are
typically identified by words such as "believes," "anticipates," "expects,"
"intends," "will" and "may" and other similar expressions. In addition, any
statements that refer to expectations, projections or other characterizations of
future events or circumstances are forward-looking statements. Intuit will not
necessarily update the information in this prospectus if and when any
forward-looking statement later turns out to be inaccurate. Some of the
important risks and uncertainties that may affect Intuit's future results and
performance are described in "Risk Factors," below. Additional information about
factors that could affect Intuit's future results and events is included in
Intuit's reports filed with the SEC and incorporated by reference in this
prospectus.

INTUIT

Intuit develops, sells and supports small business accounting and management,
tax preparation and consumer finance desktop software products, financial
supplies (such as computer checks, envelopes and invoices) and Internet-based
products and services for individuals and small businesses. Our products and
services are designed to automate commonly performed financial tasks and to
simplify the way individuals and small businesses manage their finances and
businesses. Intuit commenced operations in March 1983 and was incorporated in
California in March 1984. In March 1993, Intuit was reincorporated in Delaware.
Our principal executive offices are located at 2535 Garcia Avenue, P.O. Box
7850, Mountain View, California 94039-7850. Our telephone number is (650)
944-6000.

RISK FACTORS

This offering involves a high degree of risk. Anyone who may receive common
stock under this prospectus should carefully consider the following risk factors
in addition to the other information presented in or incorporated by reference
into this prospectus and any prospectus supplement.

COMPANY-WIDE FACTORS THAT COULD AFFECT FUTURE RESULTS

Our revenue and earnings are highly seasonal, which causes significant
quarterly fluctuations in our revenue and net income. Several of our businesses
are highly seasonal - particularly our tax business, but also small business and
consumer finance to a lesser extent. This causes significant quarterly
fluctuations in our financial results. Revenue and earnings are usually
strongest during the quarters ending January 31 and April 30. We experience
lower revenues, and often significant operating losses, in the July 31 and
October 31 quarters.

Acquisition-related charges and gains and losses related to marketable
securities and other investments can cause significant fluctuation in our net
income. Our recent acquisitions have resulted in significant expenses, including
amortization of purchased software, goodwill and intangibles, and charges for
in-process research and development. Acquisition-related expenses were $80.9
million in fiscal 1998, $100.7 million in fiscal 1999, $168.1 million in fiscal
2000 and $42.7 million in the first quarter of fiscal 2001. Additional
acquisitions (including our acquisitions of EmployeeMatters Inc. and Apps.com in
the second quarter of fiscal 2001) and any premature impairment of the value of
purchased assets, could have a significant negative impact on future operating
results. Our investment activities also impact our net income. We recorded
pre-tax gains and losses from marketable securities and other investments of a
gain of $579.2 million in fiscal 1999, a gain of $481.1 in fiscal 2000 and a
loss of $3.9 million in the first quarter of fiscal 2001. These amounts reflect
net realized gains and losses on sales of certain marketable securities during
the periods indicated, as well as unrealized quarter-to-quarter gains and losses
due to price fluctuations in securities that we account for as "trading
securities." Decreases in the market prices of our trading securities since the
beginning of fiscal 2000 have resulted in a significant reduction in our pre-tax
income. Future price fluctuations in trading securities, and any significant
long-term declines in value of other securities, including investments in
private companies, could reduce our net income in future periods.

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If we do not continue to successfully develop new products and services in
a timely manner, our future financial results would suffer. The development of
products and services is a complex process involving several risks. Hiring and
retaining highly qualified technical employees is critical to the success of our
development efforts, and we face intense competition for these employees.
Launches of products and services can be delayed for a variety of reasons.
Products and services may also have "bugs" that hinder performance, give
customers incorrect results and/or damage customer data. These problems can be
expensive to fix and can also result in higher technical support costs and lost
customers.

We face intense competition for qualified employees, especially for our
Internet-based businesses. Like many of our competitors, we have had
difficulties during the past few years in hiring and retaining employees, and we
expect to face continuing challenges in recruiting and retention.

Despite our efforts to adequately staff and equip our customer service and
technical support operations, we cannot always respond promptly to customer
requests for assistance. We occasionally experience customer service and support
problems, including longer than expected "hold" times when our staffing is
inadequate to handle higher than anticipated call volume, and a large number of
inquiries from customers checking on the status of product orders when shipments
are delayed. This can adversely affect customer relationships and our financial
performance. For example, during fiscal 2000, some small business customers
(particularly QuickBooks Support Network and payroll services customers)
experienced inconsistent service levels and delays that led to some negative
press attention. In order to improve our customer service and technical support,
we must continue to focus on eliminating underlying causes of service and
support calls (through product improvements and better order fulfillment
processes), and on more accurately anticipating demand for customer service and
technical support.

We face risks relating to customer privacy and security and increasing
regulation, which could hinder the growth of our businesses - particularly our
Internet-based businesses. Despite our efforts to address customer concerns
about privacy and security, these issues still pose a significant risk, and we
have experienced lawsuits and negative publicity relating to privacy issues. For
example, during fiscal 2000, there have been articles criticizing our privacy
practices as they relate to the connectivity of our desktop software to our web
sites. We have faced lawsuits and negative press alleging that we improperly
shared information about customers with third party "ad servers" for our web
sites. A major breach of customer privacy or security by Intuit, or even by
another company, could have serious consequences for our businesses -
particularly our Internet businesses - including reduced customer interest
and/or additional regulation by federal or state agencies. In addition,
mandatory privacy and security standards and protocols are still being developed
by government agencies, and we may incur significant expenses to comply with any
requirements that are ultimately adopted. For example, under the Gramm Leach
Bliley Act recently adopted by the federal government, by July 1, 2001 Intuit
will be required to provide written notice of its privacy practices to all
customers. We must give customers an opportunity to state their preferences
regarding Intuit's use of their non-public personal information, and we must
honor those preferences. If Internet use does not grow as a result of privacy or
security concerns, increasing regulation or for other reasons, the growth of our
Internet-based businesses would be hindered.

We face increasing challenges in maintaining adequate access to retail
distribution channels. During the past several years, consolidation among
retailers caused a number of large retailers and mass merchandisers to hold
significant bargaining power. This has made it challenging for us to negotiate
financially favorable terms with retailers. Any termination or significant
disruption of our relationship with any of our major distributors or retailers,
or a significant unanticipated reduction in sales volume attributable to any of
our principal resellers, could result in a significant decline in our net
revenue. Also, any financial difficulties of our retailers or distributors could
have an adverse effect on our operating expenses if uncollectible amounts from
them exceed the bad debt reserves we have established.

We rely on a single third party vendor to handle all outsourced aspects of
our primary retail desktop software product launches. While we believe that
using a single outsourcer for our primary retail product launches improves the
efficiency and reliability of our product launches, reliance on one vendor can
have severe negative consequences if the vendor fails to perform for any reason.

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Actual product returns may exceed return reserves. We generally ship
significantly more desktop products to our distributors and retailers than we
expect them to sell, in order to reduce the risk that distributors or retailers
will run out of products. This is particularly true for our tax products, which
have a short selling season. Like most software companies, we have a liberal
product return policy and we have historically accepted significant product
returns. We establish reserves for product returns in our financial statements,
based on estimated future returns of products. We closely monitor levels of
product sales and inventory in the retail channel in an effort to maintain
reserves that are adequate to cover expected returns. In the past, returns have
not generally exceeded these reserves. However, if we do experience actual
returns that significantly exceed reserves, it would result in lower revenue.

Our recent acquisitions have resulted in business integration challenges.
Our recent acquisitions have expanded our product and service offerings,
personnel and geographic locations. Integrating and organizing acquired
businesses creates challenges for our operational, financial and management
information systems. If we do not adequately address issues presented by growth
through acquisitions, we may not fully realize the intended benefits (including
financial benefits) of these acquisitions.

We face existing and potential government regulation in many of our
businesses, which can increase our costs and hinder the growth of our
businesses. Our Internet-based products and services are available in many
states and foreign countries. As a result, we may be subject to regulation
and/or taxation in many additional jurisdictions, which could substantially slow
commercial use of the Internet and growth of our Internet-based businesses. We
offer several regulated products and services through separate subsidiary
corporations. Establishing and maintaining regulated subsidiaries requires
significant financial, legal and management resources. If the subsidiaries fail
to comply with applicable regulations, they could face liability to customers
and/or penalties and sanctions by government regulators.

Legal protection for our intellectual property is not always effective to
prevent unauthorized use. We rely on a combination of copyright, patent,
trademark and trade secret laws, and employee and third-party nondisclosure and
license agreements, to protect our software products and other proprietary
technology. We do not have significant copy-protection mechanisms in our
software because we do not believe they are practical or effective at this time.
Current U.S. laws that prohibit copying give us only limited practical
protection from software "pirates," and the laws of many other countries provide
very little protection. Policing unauthorized use of our products is difficult,
expensive and time-consuming and we expect that software piracy will be a
persistent problem for our desktop software products. In addition, the unique
technology of the Internet may tend to increase, and provide new methods for,
illegal copying of the technology used in our desktop and Internet-based
products and services.

We do not own all of the software and other technologies used in our
products and service. We have the licenses from third parties that we believe
are necessary for using technology that we do not own in our current products
and services. It may be necessary to renegotiate with these third parties for
inclusion of their technology in any new versions of our current products or in
new products. Third party licenses may not be available on reasonable terms, or
at all. Other parties occasionally claim that features or content of our
products, or our use of trademarks, may infringe their propriety rights. Past
claims have not resulted in any significant litigation, settlement or licensing
expenses, but future claims could. Third parties may assert infringement claims
against us in the future, and claims could result in costly litigation, require
us to redesign one or more of our products or services, or require us to obtain
a license to intellectual property rights of third parties or perhaps to cease
marketing affected products and services. Third party licenses may not be
available on reasonable terms, or at all.

The stock market has experienced price volatility that has particularly
affected technology companies. These market fluctuations have adversely affected
our stock price in the past and may do so in the future. Some of the volatility
has resulted from factors such as the seasonality and quarterly fluctuations in
our revenue and operating results, announcements of technical innovations,
acquisitions or strategic relationships by Intuit or its competitors, changes in
earnings estimates by analysts and changes in market conditions in the computer
hardware and software industries. However, volatility may also be unrelated to
our operating performance or the business environment in which we operate.

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FACTORS RELATING TO COMPETITION

We face competitive pressures in all of our businesses, which can have a
negative impact on our revenue, profitability and market position. In all our
businesses, we face continual risks that competitors will introduce better
products and services, reduce prices, gain better access to distribution
channels, increase advertising (including advertising targeted at Intuit
customers), and release new products and services before we do. Any of these
competitive actions (particularly any prolonged price competition) could result
in lower net revenue and/or lower profitability for Intuit. They could also
affect our ability to keep existing customers and acquire new customers, which
is particularly important for our Internet-based products and services.

In the small business area, we face a wide range of competitive risks that
could impact our financial results. For example, in online payroll, the
competitive landscape is changing quickly and we could lose some competitive
advantage if other companies begin offering online payroll services that
integrate with desktop and/or web-based accounting software. As another example,
our financial supplies business continues to experience pricing pressures from
many of our competitors. While we have been able to offset some of the impact of
price competition by improving operational efficiencies and customer service,
ongoing price pressures could result in lower revenue and profitability for our
supplies business.

Intense competition in the consumer tax preparation software business can
cause us to reduce prices, which can impact our revenue, profitability and
competitive position. During the 1999 tax season (our fiscal 2000), we reduced
prices for our Quicken TurboTax product line in response to aggressive pricing
by H&R Block and Microsoft. This resulted in significantly lower average selling
prices. Although Microsoft ultimately withdrew from the desktop consumer tax
preparation software segment during the 1999 tax season, they may offer
competitive products and services, either directly or indirectly, on the desktop
and/or via the web, in 2000 and future tax seasons. In addition, there are other
formidable current and potential competitors in the private sector, and we also
face potential competition from publicly-funded government entities seeking to
competitively enter private markets in the United States for consumer electronic
financial services. Accordingly, we expect competition to remain intense during
fiscal 2001.

Our consumer finance products face aggressive competition that could limit
future growth. Our Quicken products compete directly with Microsoft Money, which
is aggressively promoted and priced. We expect competitive pressures for Quicken
to continue, both from Microsoft Money, and from web-based personal finance
tracking and management tools that are becoming increasingly available at no
cost to consumers. These pressures could ultimately result in a decline in
revenue and profitability for our Quicken product line. There are many
competitors for our Internet-based consumer finance products and services. The
number of competitors has increased in recent years as more companies expand
their businesses onto the Internet. However, we expect that the general downturn
in Internet and technology stocks since March 2000 will result in significant
consolidation, with fewer, but more financially sound, competitors surviving.
This could make it more difficult for us to compete effectively.

Products and services offered to consumers by government agencies may
increasingly overlap with products and services offered by Intuit and others in
the private sector, and could have a significant negative impact on our future
financial results. Government agencies are increasingly using public funds to
offer commercial products and services to consumers that are duplicative of
those provided by private sector companies, including Intuit. For example, some
federal and state tax agencies have begun to expand their mission by offering
individual taxpayers electronic tax preparation and filing services similar to
those currently offered by Intuit and others at a low cost. In addition, a
growing number of firms are providing web-based tax filing services at no cost
to lower income taxpayers through "Digital Divide" public service initiatives,
such as Intuit's Quicken Tax Freedom Project, offering additional competition.
Another example of the trend for government agencies to provide private sector
products and services is the U.S. Postal Service's offering of electronic bill
payment services to consumers. Although some governmental agencies have begun
taking steps to reverse this trend by abandoning previous plans to provide
electronic commerce products and services, future administrative, regulatory or
legislative activity in this area could adversely impact Intuit and other
companies that provide software and electronic financial services. Intuit is
actively working with others in the private sector, as well as with federal and
state government officials, to help clarify the appropriate role for government
agencies in the electronic commerce marketplace.

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FACTORS AFFECTING OUR INTERNET-BASED BUSINESSES GENERALLY

If we do not continue to successfully refine and update the business models
for our Internet-based products and services and other emerging businesses, and
operationally support these businesses, the businesses will not achieve
sustainable financial viability or broad customer acceptance. Our business
models for our Internet-based businesses and other emerging businesses have more
complex and varied revenue streams than our traditional desktop software
businesses. For these businesses to become and remain economically viable, we
must continually refine their revenue models to reflect the evolving economic
circumstances. These businesses also depend on a different operational
infrastructure than our desktop software businesses, and we must continually
develop, expand and modify internal systems and procedures to support these
businesses. In particular, our web-based tax preparation and electronic filing
services must continue to effectively handle extremely heavy customer demand
during the peak tax season. If we are unable to meet customer expectations in a
cost-effective manner, it could result in lost customers, negative publicity,
and increased operating costs, which could have a significant negative impact on
the financial and market success of these businesses.

The market pressure to launch Internet-based products and services quickly
may lead to lower product quality. The development process for Internet-based
products is more rapid, less predictable, and shorter than for our desktop
products. Getting Internet-based products and services launched quickly is
crucial to competitive success, but this time pressure may result in lower
product quality, dissatisfied customers and negative publicity, as well as
additional expenses to fix bugs.

SPECIFIC FACTORS AFFECTING OUR SMALL BUSINESS DIVISION

If we cannot fully and successfully implement our announced QuickBooks
Internet Gateway Services in a timely fashion, we may be unable to sustain these
services as a successful business. Development of some of the announced
QuickBooks Internet Gateway services has not yet been completed. Intuit and the
third-party service providers of these services could face technological
difficulties, financial difficulties and other problems that could delay or
prevent implementation of the QuickBooks Internet Gateway Services, which in
turn could delay or prevent us from recognizing contractually committed revenues
to the extent that recognition of such revenue depends on implementation with
the customer.

If our QuickBooks Internet Gateway services do not achieve and maintain
acceptance by customers and the third-party vendors who provide these services,
they will not generate long-term revenue growth or profitability. We must meet
customer and vendor expectations in delivering our QuickBooks Internet Gateway
services. If we do not meet these expectations, we may not be able to maintain
the third party vendor relationships that are necessary to allow us to provide
services desired by customers. If we experience significant failures in meeting
expectations and maintaining important relationships, our ability to expand our
QuickBooks Internet Gateway services will be jeopardized. Intuit is refining its
approach to selecting and working with QuickBooks Gateway vendors, and we are in
the process of ending relationships with several of our alliance companies where
the business results are not meeting our expectations or theirs. To retain other
relationships, we could be required to adapt them in ways that are less
attractive to us, financially or otherwise. In addition, QuickBooks Internet
Gateway Services are currently available only to customers using QuickBooks 2000
(introduced in January 2000) or QuickBooks 2001 (introduced in December 2000).
Customer upgrade rates to QuickBooks 2000 were lower than historical upgrade
levels, which impacted the growth of the potential customer base for these
services. It is too early to predict upgrade rates for QuickBooks 2001.

In order to expand our customer base in the payroll services business, we
must continue to improve the efficiency and effectiveness of our payroll
processing operations and streamline customer activations for our Deluxe online
payroll processing service. The payroll processing business involves a number of
business risks if we make errors in providing accurate and timely payroll
information, cash deposits or tax return filings, including our incurring
liability to customers, additional expense to correct product errors and loss of
customers. For our Internet-based services (the Deluxe service, as well as the
online Basic service), we must improve our operations to give customers more
reliable connectivity to our data center to transmit and receive payroll data
and tax tables. In order to expand the customer base for our Deluxe payroll
service, we must continue to focus on streamlining the service activation
process for new customers.

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Our financial supplies business relies on a single vendor to print all
check and other imprinted products. The products provided by this vendor
accounted for about 75% of our supplies revenue in fiscal 1999 and 2000. If
there are any problems with the vendor's performance, it could have a material
negative impact on sales of supplies and on Intuit as a whole.

SPECIFIC FACTORS AFFECTING OUR TAX DIVISION

Significant problems or delays in the development of our tax products would
result in lost revenue and customers. The development of tax preparation
software presents a unique challenge because of the demanding annual development
cycle required to incorporate unpredictable tax law changes each year. The rigid
development timetable increases the risk of errors in the products and the risk
of launch delays. Any major defects could lead to negative publicity, customer
dissatisfaction and incremental operating expenses - including expenses
resulting from our commitment to reimburse penalties and interest paid by
consumer customers due solely to calculation errors in our products. Although we
have not experienced tax product launch delays in recent years, including the
current year, a late product launch could cause our current and prospective
customers to choose a competitor's product for that year's tax season. This
would result in lost revenue in the current year and would make it more
difficult for us to sell our products to those customers in future tax seasons.

SPECIFIC FACTORS AFFECTING OUR CONSUMER FINANCE DIVISION

The long-term viability of Quicken.com and our other Internet-based
personal finance services will depend on our ability to increase our customer
base as quickly as possible, get greater participation by financial
institutions, and expand the depth and breadth of our offerings in order to
differentiate ourselves from other Internet-based personal finance service
providers. Growth in customers and traffic is crucial for our Quicken.com site
and its ability to generate advertising revenue, but traffic can vary
significantly from month to month due to seasonal trends, site performance,
performance of the major stock market indices and other factors. Monthly
Quicken.com page views have varied dramatically over the past year, from
approximately 150 million in July 1999, to a peak of over 300 million in March
2000, back down to slightly under 200 million in July 2000, and approximately
160 million in December 2000. Although most financial and investment-oriented
sites have experienced significant page view declines during the past six to
nine months due to market conditions, Quicken.com has been more severely
impacted than some other sites with a similar focus. Continued expansion and
customer use of Quicken.com and our other personal finance websites will require
us to improve site performance, and the scalability and reliability of the
underlying technology, to reduce the length and frequency of service
interruptions. It will also require us to establish and maintain relationships
with key Internet portals, distributors and content providers, and our
distribution relationships require us to make significant financial commitments
to these companies. For example, our agreement with Excite@Home currently calls
for us to share certain revenue generated from our Quicken.com site and our
agreement with America Online is requiring us to make significant guaranteed
payments to America Online over the term of the agreement. Due to the constantly
evolving business environment in which we operate, and the changing priorities
and economic circumstances of Intuit and our business allies, we may be required
to adapt some of our relationships in ways that are less attractive to us
(financially or otherwise) in order to continue benefiting from those
relationships. Adding more high-quality content is also crucial to our efforts
to continue expanding our Quicken.com customer base and to differentiate our
site from other personal finance sites. This may require us to invest
significant resources in research and development, strategic relationships
and/or acquisitions.

8
<PAGE> 10

Our mortgage business is subject to interest rate fluctuations and
operational risks that could result in further revenue declines. Increases in
mortgage rates and other interest rates have adversely affected our mortgage
business, contributing to a significant revenue decline from fiscal 1999 to
fiscal 2000. If mortgage interest rates continue to rise, this may continue to
impact the volume of closed loans and applications - particularly our most
interest-rate sensitive products such as conventional loans and refinancing
loans. FHA loans and home purchase mortgages tend to be less mortgage-rate
sensitive. Fluctuations in non-mortgage interest rates also create risks with
respect to the loans on our balance sheet and impact our cost of funds to
provide loans. In addition, our ability to successfully streamline the online
application, approval, and closing process will have a significant impact on our
ability to attract customers to our mortgage service, and on our ability to
continue increasing the percentage of our mortgage revenue generated through the
online channel compared to branch offices. We must also maintain relationships
with certain banks and other third parties who we will rely on to provide access
to capital, and later, service the loans. If we are unable to do so, it could
have a negative impact on our mortgage business and on Intuit's financial
results.

The viability of electronic bill management services will require
widespread consumer and biller adoption, which may still be years away. The
financial success of our bill management services will depend on a number of
factors, including timely and cost-effective completion of ongoing development
efforts, and adoption and participation rates by customers and financial
institutions, including billers. We have not yet completed our development
efforts for electronic bill payment and presentment services, and widespread
consumer and biller adoption may still be years away. Failure of consumers and
billers to widely adopt electronic bill payment and presentment would have a
material negative effect on our business.

SPECIFIC FACTORS AFFECTING OUR INTERNATIONAL DIVISION

Business conditions in international markets, other risks inherent in
international operations, and changes in our business model in Europe, may
negatively impact our financial performance. Conducting business internationally
involves many risks, including potential volatility in the political and
economic conditions of foreign countries; difficulties in managing operations in
different locations (including hiring and retaining management personnel); a
product development process that is often more time-consuming and costly than in
the U.S. due in part to "localization" requirements; fluctuations in foreign
currency exchange rates; and unanticipated changes in foreign regulatory
requirements. For example, the economic situation in Japan had a negative impact
on international revenue and profits during fiscal 1998 and 1999. We experienced
product launch delays in Germany in fiscal 1998 and fiscal 1999, which
contributed to revenue declines in certain quarters. In addition, the shift in
our business model in Germany has led to declining revenues for us in the
markets served by our partner.

9
<PAGE> 11

SECURITIES COVERED BY THIS PROSPECTUS

This prospectus covers shares of common stock that Intuit may issue from
time to time in connection with acquisitions of assets or businesses. In
addition to the shares of common stock offered by this prospectus, we may offer
other consideration, including stock options, cash, notes or other evidences of
debt, assumption of liabilities and/or a combination of these types of
consideration. In addition, we may lease property from, and enter into
management agreements and consulting and noncompetition agreements with, the
former owners and key executive personnel of the businesses to be acquired.

The terms of acquisitions involving the issuance of the shares of common
stock covered by this prospectus are expected to be determined by direct
negotiations between Intuit's representatives and the owners or controlling
persons of the assets, businesses or securities to be acquired. Factors taken
into account in acquisitions may include, among other factors, the quality and
reputation of the business to be acquired and its management, the strategic
market position of the business to be acquired, its proprietary assets, earning
power, cash flow and growth potential, and the market value of its common stock
when pertinent. It is anticipated that shares of Intuit's common stock issued in
any such acquisition will be valued at approximately the current market value of
the common stock. The value will be determined either when the terms of the
acquisition are tentatively or finally agreed to, when the acquisition is
completed, or during a period of time before we deliver the shares. Intuit does
not expect to pay underwriting discounts or commissions, although Intuit may pay
finders' fees from time to time in connection with certain acquisitions. Any
person receiving finders' fees may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any profit on the resale of shares of common
stock purchased by them may be considered underwriting commissions or discounts
under the Securities Act.

In an effort to maintain an orderly market in the common stock or for other
reasons, Intuit may negotiate agreements with persons receiving common stock
covered by this prospectus that will limit the number of shares that they may
sell at specified intervals. These agreements may be more restrictive than
restrictions on sales made under the exemption from registration requirements of
the Securities Act, including the requirements under Rule 144 or Rule 145(d),
and the persons party to these agreements may not otherwise be subject to the
Securities Act requirements. Intuit anticipates that, in general, negotiated
agreements will be of limited duration and will permit the recipients of common
stock issued in connection with acquisitions to sell up to a specified number of
shares per business day or days.

Anyone who receives shares of Intuit's common stock under this prospectus,
and their donees, may also use this prospectus, with Intuit's prior consent, to
resell the shares. Intuit's consent may be conditioned upon the agreement of the
selling stockholders not to offer more than a specified number of shares
following supplements or amendments to this prospectus, which Intuit may agree
to use its best efforts to prepare and file at certain intervals. Intuit may
require that selling stockholders sell their shares in an organized manner
through securities dealers.

From time to time, selling stockholders may use this prospectus to sell
shares privately at prices to be individually negotiated with the purchasers, or
publicly through transactions in the over-the-counter market or on a securities
exchange (which may involve block transactions), at prices reasonably related to
market prices at the time of sale or at negotiated prices. Broker-dealers
participating in these transactions may act as agent or as principal and, when
acting as agent, may receive commissions from the purchasers as well as from the
sellers (if also acting as agent for the purchasers). Intuit and such selling
stockholders may indemnify any broker-dealer participating in such transactions
against certain liabilities, including liabilities under the Securities Act.
Profits, commissions, and discounts on sales by persons who may be deemed to be
underwriters within the meaning of the Securities Act may be deemed underwriting
compensation under the Securities Act.

Selling stockholders may also offer shares of stock covered by this
prospectus by means of prospectuses under other registration statements or
pursuant to exemptions from the registration requirements of the Securities Act,
including sales that meet the requirements of Rule 144 or Rule 145(d) under the
Securities Act. Selling stockholders should seek the advice of their own counsel
about the legal requirements for such sales.

10
<PAGE> 12

Intuit may agree to pay some of the costs and expenses of the registration
of the shares of common stock offered by this prospectus, except that the
selling stockholders will be responsible for all selling commissions, transfer
taxes and related charges in connection with the offer and sale of the shares.

Intuit may agree to keep the registration statement relating to the
offering and sale by the selling stockholders of the shares of common stock
continuously effective until a fixed date or the date on which the shares may be
resold without registration under the Securities Act.

11
<PAGE> 13

SELECTED FINANCIAL DATA

The following table shows selected consolidated financial information for
Intuit for the fiscal years ended July 31, 1996, 1997, 1998, 1999 and 2000 and
the three months ended October 31, 1999 and 2000. The income statement and
balance sheet data for and as of the fiscal years ended July 31, 1996, 1997,
1998, 1999 and 2000 are derived from the audited consolidated financial
statements of Intuit for those periods. The selected financial data for the
three months ended October 31, 1999 and 2000 and as of October 31, 2000 are
derived from the unaudited consolidated financial statements of Intuit for those
periods. All financial data derived from unaudited financial statements reflect,
in the opinion of Intuit's management, all adjustments necessary for a fair
presentation of the data. Results for the three months ended October 31, 2000 do
not necessarily indicate the results that we expect for any other interim period
or for the year as a whole. The comparability of the information is affected by
a variety of factors, including Intuit's acquisitions and dispositions of
businesses and gains and losses related to marketable securities and other
investments. Historical information has been restated to reflect the
acquisitions of Rock Financial Corporation and Title Source, Inc. as a pooling
of interests in December 1999. To better understand the information in the
table, investors should also read "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our consolidated financial
statements and the notes to those statements included in the various reports
that are incorporated in this prospectus by reference. See "Documents
Incorporated by Reference."

<TABLE>
<CAPTION>
THREE MONTHS
ENDED
YEARS ENDED JULY 31 OCTOBER 31
---------------------------------------------------------- ----------------------
CONSOLIDATED STATEMENT OF OPERATIONS DATA 1996 1997 1998 1999 2000 1999 2000
---- ---- ---- ---- ---- ---- ----
(In thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C>
Net revenue as restated.................. $ 567,173 $ 649,745 $ 689,282 $ 940,435 $1,093,825 $ 176,928 $ 187,522
Income (loss) from continuing operations. (12,351) 8,590 6,182 386,564 305,661 (91,257) (91,195)
Net income (loss) ....................... (18,695) 79,830 6,182 386,564 305,661 (65,861) (33,765)
Basic income (loss) per share from
continuing operations.................... (0.09) 0.06 0.04 2.02 1.52 (0.33) (0.16)
Basic net income (loss) per share ....... (0.13) 0.54 0.04 2.02 1.52 (0.33) (0.16)
Diluted net income (loss) per share from
continuing operations.................. (0.09) 0.06 0.04 1.93 1.45 (0.33) (0.16)
Diluted net income (loss) per share ..... $ (0.13) $ 0.53 $ 0.04 $ 1.93 $ 1.45 $ (0.33) $ (0.16)
</TABLE>

<TABLE>
<CAPTION>
AS OF JULY 31 AS OF OCTOBER 31
--------------------------------------------------------- ----------------
CONSOLIDATED BALANCE SHEET DATA 1996 1997 1998 1999 2000 2000
---- ---- ---- ---- ---- ----
(In thousands)
<S> <C> <C> <C> <C> <C> <C>
Cash, cash equivalents and short-term
investments............................ $ 201,307 $ 217,046 $ 414,564 $ 859,355 $1,467,173 $1,371,384
Marketable securities.................... 5,954 -- 499,378 431,319 225,878 154,647
Working capital.......................... 179,390 253,172 632,713 842,213 1,321,957 1,222,270
Total assets............................. 518,379 808,104 1,727,584 2,477,460 2,878,902 2,858,423
Long term obligations.................... 5,583 38,323 36,045 36,614 538 18,505
Total stockholders' equity............... $ 311,581 $ 430,169 $1,127,943 $1,561,388 $2,071,289 $2,071,567
</TABLE>

12
<PAGE> 14

SUPPLEMENTARY FINANCIAL INFORMATION

The following tables show our unaudited quarterly consolidated statement of
operations data for the four quarters of fiscal 1999 and 2000 and the first
quarter of fiscal 2001. We believe that this information has been prepared on
the same basis as our audited consolidated financial statements and that all
necessary adjustments, consisting only of normal recurring adjustments, have
been included to present fairly the selected quarterly information. Our
quarterly results of operations for these periods do not necessarily indicate
the results that we expect for any other period. We accounted for the
acquisitions of Rock and Title Source as a pooling of interests for accounting
purposes and have restated all previously reported amounts to reflect the effect
of the pooling. To better understand the information in the table, investors
should also read "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our consolidated financial statements and the
notes to those statements included in the various reports that are incorporated
in this prospectus by reference. See "Documents Incorporated by Reference."

<TABLE>
<CAPTION>
FISCAL 1999 QUARTER ENDED
OCTOBER 31 JANUARY 31
------------------------- -------------------------
AS PREVIOUSLY AS PREVIOUSLY
RESTATED REPORTED RESTATED REPORTED
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net revenue..................................... $136,881 $111,968 $373,733 $345,951
Cost of revenue................................. 40,801 37,019 72,131 67,712
All other costs and expenses.................... 157,886 143,020 191,287 172,592
Net income (loss)............................... (44,895) (49,190) 93,125 89,857
Basic net income (loss) per share............... (0.24) (0.28) 0.49 0.50
Diluted net income (loss) per share............. $ (0.24) $ (0.28) $ 0.47 $ 0.47
</TABLE>

<TABLE>
<CAPTION>
FISCAL 1999 QUARTER ENDED
APRIL 30 JULY 31 (1)
-------------------------- -------------------------
AS PREVIOUSLY AS PREVIOUSLY
RESTATED REPORTED RESTATED REPORTED
-------- -------- -------- --------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
Net revenue..................................... $261,492 $239,701 $168,329 $149,948
Cost of revenue................................. 55,687 51,955 56,619 52,457
All other costs and expenses.................... 155,767 142,077 175,692 160,850
Net income (loss)............................... 75,351 72,555 262,983 263,327
Basic net income (loss) per share............... 0.39 0.39 1.34 1.41
Diluted net income (loss) per share............. $ 0.37 $ 0.37 $ 1.29 $ 1.35
</TABLE>

<TABLE>
<CAPTION>
FISCAL 2001
FISCAL 2000 QUARTER ENDED QUARTER ENDED
--------------------------------------------------------------------
OCTOBER 31 JANUARY 31 APRIL 30 JULY 31 (2) OCTOBER 31
------------------------ ---------- -------- ---------- ----------
AS
PREVIOUSLY
RESTATED REPORTED
-------- ----------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C> <C>
Net revenue......................... $176,928 $163,058 $425,499 $329,139 $162,259 $187,522
Cost of revenue..................... 58,871 57,099 95,555 77,647 59,109 69,881
All other costs and expenses........ 209,314 190,630 247,348 190,979 171,866 208,836
Net income (loss)................... (65,861) (61,729) 57,292 297,085 17,145 (33,765)
Basic net income (loss) per share... (0.33) (0.33) 0.29 1.47 0.08 (0.16)
Diluted net income (loss) per share. $ (0.33) $ (0.33) $ 0.27 $ 1.39 $ 0.08 $ (0.16)
</TABLE>

13
<PAGE> 15

---------------

(1) Includes a realized pre-tax gain of $422.1 million from the sale of Excite
shares, a realized pre-tax gain of $125.3 million from the conversion of
Excite common shares to common shares of Excite@Home, and a realized
pre-tax valuation loss of $36.7 million at July 31, 1999.

(2) Includes realized pre-tax gains of $505.1 million from sales of Checkfree
shares and $15.4 million from sales of Homestore.com shares at July 31,
2000.

14
<PAGE> 16

INFORMATION CONCERNING INTUIT MANAGEMENT

Information about executive compensation, the principal holders of voting
securities, related party transactions and other related matters about Intuit,
is included or incorporated by reference in its annual report on Form 10-K for
the year ended July 31, 2000. Intuit's annual report on Form 10-K is
incorporated by reference into this prospectus. To obtain a copy of this annual
report on Form 10-K or any document incorporated by reference into the Form
10-K, contact Intuit at the address or phone number indicated under "Documents
Incorporated by Reference."

LEGAL MATTERS

The validity of the issuance of the common stock offered hereby will be
passed upon for Intuit by Fenwick & West LLP, Palo Alto, California.

EXPERTS

The consolidated financial statements and schedule of Intuit appearing in
Intuit Inc.'s Form 10-K for the year ended July 31, 2000, have been audited by
Ernst & Young LLP, independent auditors, to the extent indicated in their report
thereon that is included therein and incorporated herein by reference. Such
consolidated financial statements and schedule are incorporated herein by
reference in reliance upon such report given upon the authority of such firm as
experts in accounting and auditing.

The statements of income, stockholders' equity, and cash flows of Rock
Financial Corporation for the year ended December 31, 1998, have been audited by
KPMG LLP, independent auditors, as set forth in their report thereon that is
included in Intuit's Form 10-K for the year ended July 31, 2000. The report of
KPMG LLP refers to a change in method of accounting for software developed for
internal use. Such financial statements are incorporated herein by reference in
reliance upon such report given upon the authority of such firm as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

Intuit files reports, proxy statements and other information with the SEC.
The public can read and copy these materials at the SEC's public reference
facilities located at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the SEC's regional offices at Seven World Trade
Center, 13th Floor, New York, New York 10048; and Northwestern Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. The public
can also obtain copies of such materials from the Public Reference Section of
the SEC at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549 upon the payment of any fees required by the SEC. The public can obtain
information regarding the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
issuers that file electronically with the SEC. The address of that site is
http://www.sec.gov. Intuit Common Stock is quoted for trading on the Nasdaq
National Market and, accordingly, the public can read Intuit's reports, proxy
statements and other information at the offices of The Nasdaq Stock Market at
1735 K Street, N.W., Washington, D.C. 20006.

Intuit has filed with the SEC a registration statement on Form S-4 to
register the common stock offered by this prospectus. This prospectus is part of
the registration statement. As allowed by SEC rules, this prospectus does not
contain all of the information that is in the registration statement and the
exhibits and schedules to the registration statement. For further information
about Intuit, investors should refer to the registration statement and its
exhibits and schedules. Statements in this prospectus about the contents of any
contract or any other document are not necessarily complete. Investors should
refer to the copy of such contract or other document filed as an exhibit to the
registration statement, as each statement regarding such a contract or other
document is qualified in all respects by the text of such contract or other
document included as an exhibit to the registration statement. A copy of the
registration statement may be inspected, without charge, at the offices of the
SEC in Washington, D.C. and copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the SEC

15
<PAGE> 17

at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549,
upon the payment of any fees required by the SEC. The registration is also
accessible on the SEC's website at http://www.sec.gov.

DOCUMENTS INCORPORATED BY REFERENCE

The SEC allows Intuit to "incorporate by reference" the information that
Intuit files with the SEC. This means that Intuit can disclose important
information by referring the reader to those SEC filings. The information
incorporated by reference is considered to be part of this prospectus, and later
information Intuit files with the SEC will update and supersede this
information. Intuit incorporates by reference the documents listed below and any
future filings made with the SEC under Section 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934 until termination of the offering:

o Annual report on Form 10-K for the fiscal year ended July 31, 2000.

o Quarterly report on Form 10-Q for the quarter ended October 31, 2000.

o Current report on Form 8-K filed September 13, 2000.

o Current report on Form 8-K filed November 21, 2000.

o Current report on Form 8-K filed November 22, 2000.

o Current report on Form 8-K filed November 27, 2000.

o The description of Intuit common stock contained in our registration
statement on Form 8-A, and any amendment or report filed for the
purpose of updating that description.

o The description of Intuit's preferred stock purchase rights in our
registration statement on Form 8-A, and any amendment or report filed
for the purpose of updating that description.

SOME OF THE INFORMATION ABOUT INTUIT THAT MAY BE IMPORTANT TO AN INVESTMENT
DECISION IS NOT PHYSICALLY INCLUDED IN THIS PROSPECTUS. INSTEAD, THE INFORMATION
IS "INCORPORATED" INTO THIS PROSPECTUS BY REFERENCE TO ONE OR MORE DOCUMENTS
THAT INTUIT FILED WITH THE SEC. THESE DOCUMENTS (INCLUDING ANY EXHIBITS THAT ARE
SPECIFICALLY INCORPORATED BY REFERENCE INTO THE INFORMATION THAT THIS PROSPECTUS
INCORPORATES) ARE AVAILABLE UPON REQUEST WITHOUT CHARGE FROM INVESTOR RELATIONS,
INTUIT INC., 2632 MARINE WAY, MAILSTOP 7-1086, P.O. BOX 7850 MOUNTAIN VIEW
CALIFORNIA 94039-7850 (TELEPHONE NUMBER (650) 944-2713). RECIPIENTS SHOULD MAKE
ALL REQUESTS FOR DOCUMENTS BY THE FIFTH BUSINESS DAY BEFORE THEY MAKE THEIR
FINAL INVESTMENT DECISION, TO BE SURE THE DOCUMENTS ARRIVE ON TIME. INFORMATION
THAT HAS BEEN INCORPORATED BY REFERENCE IS CONSIDERED PART OF THIS PROSPECTUS
AND DISCLOSED TO INVESTORS, WHETHER OR NOT INVESTORS OBTAIN A COPY OF THE
DOCUMENT CONTAINING THE INFORMATION.

This prospectus may contain information that updates, modifies or is
contrary to information in one or more of the documents incorporated by
reference in this prospectus. Reports Intuit files with the SEC after the date
of this prospectus may also contain information that updates, modifies or is
contrary to information in this prospectus or in documents incorporated by
reference in this prospectus. Investors should review these reports as they may
disclose a change in the business, prospects, financial condition or other
affairs of Intuit after the date of this prospectus.

16
<PAGE> 18

PART II

INFORMATION NOT REQUIRED IN THE PROSPECTUS

ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

As permitted by Section 145 of the Delaware General Corporation Law,
Intuit's Certificate of Incorporation includes a provision that eliminates the
personal liability of its directors for monetary damages for breach or alleged
breach of their duty of care. In addition, as permitted by Section 145 of the
Delaware General Corporation Law, the Bylaws of Intuit provide that:

o Intuit is required to indemnify its directors and officers and persons
serving in such capacities in other business enterprises (including,
for example, subsidiaries of Intuit) at Intuit's request, to the
fullest extent permitted by Delaware law, including those
circumstances in which indemnification would otherwise be
discretionary;

o Intuit may, in its discretion, indemnify employees and agents in those
circumstances where indemnification is not required by law;

o Intuit is required to advance expenses, as incurred, to its directors
and officers in connection with defending a proceeding (except that it
is not required to advance expenses to a person against whom Intuit
brings a claim for breach of the duty of loyalty, failure to act in
good faith, intentional misconduct, knowing violation of law or
deriving an improper personal benefit);

o the rights conferred in the Bylaws are not exclusive and Intuit is
authorized to enter into indemnification agreements with its
directors, officers and employees; and

o Intuit may not retroactively amend the Bylaw provisions in a way that
is adverse to such directors, officers and employees.

Intuit's policy is to enter into indemnity agreements with each of its and
its subsidiaries' directors and officers that provide the maximum indemnity
allowed to directors and officers by Section 145 of the Delaware General
Corporation Law and the Bylaws, as well as certain additional procedural
protections. In addition, the indemnity agreements provide that directors and
officers will be indemnified to the fullest possible extent not prohibited by
law against all expenses (including attorney's fees) and settlement amounts paid
or incurred by them in any action or proceeding, including any derivative action
by or in the right of Intuit, on account of their services as directors or
officers of Intuit or as directors or officers of any other company or
enterprise when they are serving in such capacities at the request of Intuit.
Intuit will not be obligated pursuant to the agreements to indemnify or advance
expenses to an indemnified party with respect to proceedings or claims initiated
by the indemnified party and not by way of defense, except with respect to
proceedings specifically authorized by Intuit's Board of Directors or brought to
enforce a right to indemnification under the Indemnity Agreement, Intuit's
Bylaws or any statute or law. Under the agreements, Intuit is not obligated to
indemnify the indemnified party

o for any expenses incurred by the indemnified party with respect to any
proceeding instituted by the indemnified party to enforce or interpret
the agreement, if a court of competent jurisdiction determines that
each of the material assertions made by the indemnified party in such
proceeding was not made in good faith or was frivolous;

o for any amounts paid in settlement of a proceeding unless Intuit
consents to such settlement;

o with respect to any proceeding brought by Intuit against the
indemnified party for willful misconduct, unless a court determines
that each of such claims was not made in good faith or was frivolous;

II-1

<PAGE> 19

o on account of any suit in which judgment is rendered against the
indemnified party for an accounting of profits made from the purchase
or sale by the indemnified party of securities of Intuit pursuant to
the provisions of Section 16(b) of the Securities Exchange Act of 1934
and related laws;

o on account of the indemnified party's conduct which is finally
adjudged to have been knowingly fraudulent or deliberately dishonest,
or to constitute willful misconduct or a knowing violation of the law;

o on account of any conduct from which the indemnified party believed to
be contrary to the best interests of Intuit or its stockholders;

o on account of conduct that constituted a breach of the indemnified
party's duty of loyalty to Intuit or its stockholders; or

o if a final decision by a court having jurisdiction in the matter shall
determine that such indemnification is not lawful.

The indemnification provision in the Bylaws, and the indemnity agreements
entered into between Intuit and its directors and officers, may be sufficiently
broad to permit indemnification of Intuit's officers and directors for
liabilities arising under the Securities Act of 1933.

The indemnity agreements with Intuit's officers and directors require
Intuit to maintain director and officer liability insurance to the extent
reasonably available. Intuit currently maintains a director and officer
liability insurance policy.

ITEM 21. EXHIBITS.

The following exhibits are filed herewith or incorporated by reference herein:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C> <C>
2.07 -- Amended and Restated Registration Rights Agreement dated as of September
15, 1996 between Intuit and Checkfree Corporation. Incorporated by reference to
Exhibit No. 4.01 to Intuit's Form 10-Q for quarter ended January 31, 1997.

2.12 -- Asset Purchase Agreement by and among Lacerte Software Corporation,
Lacerte Educational Services Corporation, Intuit Inc. and IL Acquisition
Corporation, dated May 18, 1998. Incorporated by reference to Exhibit No. 2.01
to Intuit's Form 8-K/A filed May 19, 1998.

2.13 -- Exchange Agreement dated as of March 2, 1999 by and among Intuit Inc.,
Computing Resources, Inc., Ranson W. Webster and Harry D. Hart and Amendment No.
1 thereto dated April 30, 1999. Incorporated by reference to Exhibit No. 2.01 to
Intuit's Form 8-K filed May 7, 1999.

2.14 -- Agreement and Plan of Merger among Intuit, Merger Sub 1, Inc., Merger
Sub 2, Inc., Rock Financial Corporation and Title Source, Inc., dated October 6,
1999 (schedules and similar attachments will be furnished to the Commission upon
request). Incorporated by reference to Annex A to the prospectus/proxy statement
in Intuit's Form S-4 Registration Statement (File No. 333-90393) filed November
5, 1999.

2.15 -- Stock Sale and Purchase Agreement dated August 30, 2000 by and among
Intuit Inc., Venture Finance Software Corp. and certain security holders of
Venture Finance Software Corp. Incorporated by reference to Exhibit No. 2.01 to
Intuit's Form 8-K filed September 13, 2000.
</TABLE>

II-2
<PAGE> 20

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT TITLE
------- -------------
<S> <C> <C>

4.04 -- Certificate of Designations of Series B Junior Participating Preferred
Stock dated May 1, 1998. Incorporated by reference to Exhibit No. 3.4 to
Intuit's Form 8-A Registration Statement filed May 5, 1998.

4.07 -- Bylaws of Intuit, as amended and restated effective April 29, 1998.
Incorporated by reference to Exhibit No. 3.1 to Intuit's Form 8-K filed May 5,
1998.

4.08 -- Form of Specimen Certificate for Intuit's Common Stock. Incorporated by
reference to Exhibit No. 4.01 to Intuit's Form 10-K for the fiscal year
ended July 31, 2000.

4.09 -- Form of Right Certificate for Series B Junior Participating Preferred
Stock (included in Exhibit 4.11). Incorporated by reference to Exhibit No.
4.09 to Intuit's Form S-8 Registration Statement (File No. 333-92503 filed
December 10, 1999).

4.10 -- Restated Certificate of Incorporation dated as of January 19, 2000.
Incorporated by reference to Exhibit No. 4.01 to Intuit's Form 10-Q for the
quarter ended April 30, 2000.

4.11 -- Second Amended and Restated Rights Agreement dated October 15, 1999.
Incorporated by reference to Exhibit No. 4.09 to Intuit's Form S-8
Registration Statement (File No. 333-92503) filed December 10, 1999.

5.01 -- Opinion of Fenwick & West regarding legality of the securities being
issued. Previously filed.

23.01 -- Consent of Fenwick & West (included in Exhibit 5.01). Previously filed.

23.02* -- Consent of Ernst & Young LLP, Independent Auditors.

23.04* -- Consent of KPMG LLP, Independent Auditors.

24.01 -- Power of Attorney. See Page II-5 of the Registration Statement as filed
on January 25, 1999.
</TABLE>
---------------------------
* Filed with this amendment.

ITEM 22. UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement;

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933 (the "Securities Act");

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the Registration
Statement. Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from
the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the SEC pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no
more than a 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the effective
registration statement; and

II-3

<PAGE> 21

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;

Provided, however, that clauses (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by such
clauses is contained in periodic reports filed with or furnished to the
Securities and Exchange Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") that
are incorporated by reference in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each post-effective amendment shall be deemed a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(4) That, for purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) That prior to any public reoffering of the securities registered
hereunder through use of a prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering prospectus
will contain the information called for by the applicable registration form with
respect to reofferings by persons who may be deemed underwriters, in addition to
the information called for by the other items of the applicable form.

(6) That every prospectus (i) that is filed pursuant to paragraph (5)
immediately preceding, or (ii) that purports to meet the requirements of Section
10(a)(3) of the Act and is used in connection with an offering of securities
subject to Rule 415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and that, for
purposes of determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(7) To respond to requests for information that is incorporated by
reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form,
within one business day of receipt of such request, and to send the incorporated
documents by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective date of the
registration statement through the date of responding to the request.

(8) To supply by means of a post-effective amendment all information
concerning a transaction, and the company being acquired involved therein, that
was not the subject of and included in the registration statement when it became
effective.

Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions described under Item 20 above, or
otherwise, the Registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

II-4

<PAGE> 22

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Mountain View, State of
California, on this 5th day of January, 2001.

INTUIT INC.

By: /s/ Greg J. Santora
-------------------------
Greg J. Santora
Senior Vice President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
PRINCIPAL EXECUTIVE OFFICER:

/s/ Stephen M. Bennett President, Chief Executive Officer January 5, 2001
------------------------------------------- and Director
Stephen M. Bennett

PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL
ACCOUNTING OFFICER:

/s/ Greg J. Santora Senior Vice President and January 5, 2001
------------------------------------------- Chief Financial Officer
Greg J. Santora

ADDITIONAL DIRECTORS:

/s/ William V. Campbell* Chairman of the Board of Directors January 5, 2001
-------------------------------------------
William V. Campbell

/s/ Scott D. Cook* Chairman of the Executive Committee of January 5, 2001
------------------------------------------- the Board of Directors
Scott D. Cook

/s/ Christopher W. Brody* Director January 5, 2001
-------------------------------------------
Christopher W. Brody

/s/ L. John Doerr* Director January 5, 2001
-------------------------------------------
L. John Doerr

Director January , 2001
-------------------------------------------
Donna L. Dubinsky

/s/ Michael R. Hallman* Director January 5, 2001
-------------------------------------------
Michael R. Hallman

William H. Harris, Jr.* Director January 5, 2001
-------------------------------------------
William H. Harris, Jr.

*By: /s/ Greg J. Santora
--------------------------------------
Greg J. Santora, Attorney-in-Fact
</TABLE>

II-5

<PAGE> 23

EXHIBIT INDEX

4.07 -- Bylaws of Intuit, as amended and restated effective April 29, 1998.
Incorporated by reference to Exhibit No. 3.1 to Intuit's Form 8-K filed May 5,
1998.

4.08 -- Form of Specimen Certificate for Intuit's Common Stock. Incorporated by
reference to Exhibit No. 4.01 to Intuit's Form 10-K for the fiscal year
ended July 31, 2000.

4.10 -- Restated Certificate of Incorporation dated as of January 19, 2000.
Incorporated by reference to Exhibit No. 4.01 to Intuit's Form 10-Q for the
quarter ended April 30, 2000.

5.01 -- Opinion of Fenwick & West regarding legality of the securities being
issued. Previously filed.

23.01 -- Consent of Fenwick & West (included in Exhibit 5.01). Previously filed.

23.02* -- Consent of Ernst & Young LLP, Independent Auditors.

23.04* -- Consent of KPMG LLP, Independent Auditors.

24.01 -- Power of Attorney. See Page II-5 of the Registration Statement as filed
on January 25, 1999.
</TABLE>
---------------------------
* Filed with this amendment.