Management's Discussion and Analysis of Financial Condition and Results of
Operations (MD&A) is intended to provide readers of our condensed consolidated
financial statements with the perspectives of management. This should allow the
readers of this report to obtain a comprehensive understanding of our
businesses, strategies, current trends, and future prospects. Our MD&A includes
the following sections:
• Executive Overview: High level discussion of our operating results and some of the
trends that affect our business.


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


• Results of Operations: A more detailed discussion of our revenue and expenses.




• Liquidity and Capital Resources: Discussion of key aspects of our condensed consolidated
statements of cash flows, changes in our condensed consolidated balance sheets, and our
financial commitments.


You should note that this MD&A contains forward-looking statements that involve
risks and uncertainties. Please see the section entitled "Forward-Looking
Statements" immediately preceding Part I for important information to consider
when evaluating such statements.
You should read this MD&A in conjunction with the financial statements and
related notes in Part I, Item 1 of this Quarterly Report and our Annual Report
on Form 10-K for the fiscal year ended July 31, 2020.
In March 2020 the World Health Organization declared the COVID-19 outbreak as a
pandemic. The COVID-19 pandemic has
had significant adverse impacts on the U.S. and global economies. We are
conducting business with substantial modifications
to employee work locations and employee travel, among other modifications. While
we have not experienced significant
disruptions to our operations from the COVID-19 pandemic, we are unable to
predict the full impact that the COVID-19 pandemic will have on our operations
and future financial performance, including demand for our offerings, impact to
our customers and partners, actions that may be taken by governmental
authorities, and other factors identified in "Risk Factors" in Item 1A of Part
II of this Quarterly Report.
In August 2020 we reorganized certain technology and customer success functions
that support and benefit our overall platform. Additionally, certain legal,
facility and employee service costs are now managed at the corporate level. As a
result, these costs are no longer included in segment operating income and are
now included in other corporate expenses. For the three and six months ended
January 31, 2020, we reclassified $45 million and $88 million from Small
Business & Self-Employed, $28 million and $53 million from Consumer, and $4
million and $7 million from ProConnect to other corporate expenses. In August
2020, we also renamed our Strategic Partner segment as the ProConnect segment.
This segment continues to serve professional accountants. Segment results for
fiscal 2020 have been reclassified to conform to the fiscal 2021 segment
presentation.
In December 2020, we acquired Credit Karma in a business combination, which
operates as a separate reportable segment. We have included the results of
operations of Credit Karma in our condensed consolidated results of operations
from the date of acquisition. Segment operating income for Credit Karma includes
all direct expenses related to selling and marketing, product development, and
general and administrative, which is different from our other reportable
segments where we do not fully allocate corporate expenses. Therefore, Credit
Karma segment operating income is not comparable to the segment operating income
of our other reportable segments. See Note 5, "Business Combinations," to the
financial statements in Part I, Item 1 of this Quarterly Report for more
information.







    Intuit Q2 Fiscal 2021 Form 10-Q      29

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EXECUTIVE OVERVIEW


This overview provides a high-level discussion of our operating results and some
of the trends that affect our business. We believe that an understanding of
these trends is important in order to understand our financial results as well
as our future prospects. This summary is not intended to be exhaustive, nor is
it a substitute for the detailed discussion and analysis provided elsewhere in
this Quarterly Report on Form 10-Q.
About Intuit








Intuit helps consumers, small businesses, and the self-employed prosper by
delivering financial management and compliance products and services. We also
provide specialized tax products to accounting professionals, who are key
partners that help us serve small business customers. We organize our businesses
into four reportable segments - Small Business & Self-Employed, Consumer,
ProConnect, and Credit Karma.

[[Image Removed: intu-20210131_g2.jpg]](1) Credit Karma revenue from December 3,


                                      2020

Small Business & Self-Employed: This segment serves small businesses and the self-employed
around the world, and the accounting professionals who assist and advise them. Our
offerings include QuickBooks financial and business management online services and desktop
software, payroll solutions, merchant payment processing solutions, and financing for
small businesses.
Consumer: This segment serves consumers and includes do-it-yourself and assisted TurboTax
income tax preparation products and services sold in the U.S. and Canada. Our Mint
offering serves consumers and helps them understand and improve their financial lives by
offering a view of their financial health.
ProConnect: This segment serves professional accountants in the U.S. and Canada, who are
essential to both small business success and tax preparation and filing. Our professional
tax offerings include Lacerte, ProSeries, ProFile, and ProConnect Tax Online.
 Credit Karma: This segment serves consumers with a personal finance platform that
provides personalized recommendations of credit card, home, auto and personal loan, and
insurance products; online savings and checking accounts; and access to their credit
scores and reports, credit and identity monitoring, credit report dispute, and data-driven
resources.



                             Our Growth Strategy


At Intuit, our strategy starts with customer obsession. We listen to and observe
our customers, understand their challenges, and then use advanced technology,
including artificial intelligence (AI), to develop innovative solutions designed
to solve their problems and help them grow and prosper. For more than three
decades, our values have inspired us to innovate and reimagine ways to save
people time and money, eliminate drudgery and inspire confidence. We have
reinvented and disrupted ourselves to better serve our customers, along the way.
Our strategy for delivering on our bold goals is to become an AI-driven expert
platform where we and others can solve our customers' most important problems.
We plan to accelerate the development of the platform by applying AI in the
three key areas:
•Machine Learning - Building algorithms which progressively learn from data to
automate tasks for our customers.

Intuit Q2 Fiscal 2021 Form 10-Q 30

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•Knowledge Engineering - Turning rules, such as IRS regulations, and
relationships about data into code to eliminate work and provide tailored
experiences.
•Natural Language Processing - Processing, analyzing and understanding human
language to create interactions with customers and automate repetitive tasks.
As we build our AI-driven expert platform, we are prioritizing our resources on
five strategic priorities across the company. These priorities focus on solving
the problems that matter most to customers and include:
•Revolutionizing speed to benefit: When customers use our products and services,
we aim to deliver value instantly by making the interactions with our offerings
frictionless, without the need for customers to manually enter data. We are
accelerating the application of AI with a goal to revolutionize the customer
experience. This priority is foundational across our business, and execution
against it positions us to succeed with our other four strategic priorities.
•Connecting people to experts: The largest problem our customers face is lack of
confidence to file their own taxes or to manage their books. To build their
confidence, we are connecting our customers to experts. We offer customers
access to experts to help them make important decisions - and experts, such as
accountants, gain access to new customers so they can grow their businesses.
•Unlocking smart money decisions: Crippling high-cost debt and lack of savings
are at unprecedented levels across the U.S. To address these challenges, we are
creating a personal financial assistant that helps consumers find the right
financial products, put more money in their pockets and access financial
expertise and advice. Our recently completed acquisition of Credit Karma
accelerates our ability to achieve this vision, by combining two trusted brands,
customer reach, data and platform capabilities to deliver breakthrough benefits
that will power prosperity for customers around the world.
•Be the center of small business growth: We are focused on helping customers
grow their businesses by offering a broad, seamless set of tools that are
designed to help them get paid faster, manage and get access to capital, pay
employees with confidence, and use third-party apps to help run their
businesses. At the same time, we want to position ourselves to better serve
product-based businesses to benefit customers who sell products through multiple
channels.
•Disrupt the small business mid-market: We aim to disrupt the mid-market with
QuickBooks Online Advanced, our online offering designed to address the needs of
small business customers with 10 to 100 employees. This offering enables us to
increase retention of these larger customers, and attract new mid-market
customers who are over-served by available offerings.
Industry Trends and Seasonality


Industry Trends
AI is transforming multiple industries, including financial technology.
Disruptive start-ups, emerging ecosystems and mega-platforms are harnessing new
technology to create personalized experiences, deliver data-driven insights and
increase speed of service. These shifts are creating a more dynamic and highly
competitive environment where customer expectations are shifting around the
world as more services become digitized and the array of choices continues to
increase.
Seasonality
Our Consumer and ProConnect offerings have a significant and distinct seasonal
pattern as sales and revenue from our income tax preparation products and
services are heavily concentrated in the period from November through April.
This seasonal pattern results in higher net revenues during our second and third
quarters ending January 31 and April 30, respectively.
During fiscal 2020, as a relief measure in response to the COVID-19 pandemic,
the Internal Revenue Service extended the filing deadline for the 2019 tax year
from April 15, 2020 to July 15, 2020. Additionally, all states with a personal
income tax also extended their due dates, predominantly to July. As a result,
there was a shift in sales and revenue from our third fiscal quarter to our
fourth fiscal quarter during fiscal 2020.
During fiscal 2021 the IRS began accepting and processing returns on February
12, 2021, as opposed to January 27, 2020 in the prior year. As a result, revenue
during our second quarter of fiscal 2021 was lower compared to the same quarter
of fiscal 2020.
We expect the seasonality of our Consumer and ProConnect businesses to continue
to have a significant impact on our quarterly financial results in the future.

Intuit Q2 Fiscal 2021 Form 10-Q 31

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Key Challenges and Risks


Our growth strategy depends upon our ability to initiate and embrace disruptive
technology trends, to enter new markets, and to drive broad adoption of the
products and services we develop and market. Our future growth also increasingly
depends on the strength of our third-party business relationships and our
ability to continue to develop, maintain and strengthen new and existing
relationships. To remain competitive and continue to grow, we are investing
significant resources in our product development, marketing, and sales
capabilities, and we expect to continue to do so in the future.
As we offer more online services, the ongoing operation and availability of our
platforms and systems and those of our external service providers is becoming
increasingly important. Because we help customers manage their financial lives,
we face risks associated with the hosting, collection, use, and retention of
personal customer information and data. We are investing significant management
attention and resources in our information technology infrastructure and in our
privacy and security capabilities, and we expect to continue to do so in the
future.
For our consumer and professional tax offerings, we have implemented additional
security measures and are continuing to work with state and federal governments
to implement industry-wide security and anti-fraud measures, including sharing
information regarding suspicious filings. We received ISO 27001 certification
for a portion of our systems and we continue to invest in security measures and
to work with the broader industry and government to protect our customers
against this type of fraud. Additionally, Credit Karma's security measures are
regularly reviewed and updated.
For a complete discussion of the most significant risks and uncertainties
affecting our business, please see "Forward-Looking Statements" immediately
preceding Part I and "Risk Factors" in Item 1A of Part II of this Quarterly
Report.
Overview of Financial Results


The most important financial indicators that we use to assess our business are
revenue growth for the company as a whole and for each reportable segment;
operating income growth for the company as a whole; earnings per share; and cash
flow from operations. We also track certain non-financial drivers of revenue
growth and, when material, identify them in the applicable discussions of
segment results below. Service offerings are a significant part of our business.
Our total service and other revenue was $6.0 billion or 79% of our total revenue
in fiscal 2020 and we expect our total service and other revenue to continue to
grow in the future.
Key highlights for the first six months of fiscal 2021 include the following:
                                      Small Business & Self-Employed            Cash, cash equivalents, and
Revenue of                            revenue of                                investments of
$2.9 B                                $2.3 B                                    $2.7 B
up 1% from the same period of         up 12% from the same period of
fiscal 2020                           fiscal 2020

CRITICAL ACCOUNTING POLICIES AND ESTIMATES




In preparing our financial statements, we make estimates, assumptions and
judgments that can have a significant impact on our net revenue, operating
income or loss, and net income or loss, as well as on the value of certain
assets and liabilities on our condensed consolidated balance sheets. We believe
that the estimates, assumptions and judgments involved in the accounting
policies described in Management's Discussion and Analysis of Financial
Condition and Results of Operations in Part II, Item 7 of our Annual Report on
Form 10-K for the fiscal year ended July 31, 2020 have the greatest potential
impact on our financial statements, so we consider them to be our critical
accounting policies and estimates. Except for the critical accounting policy and
estimates discussed below, we believe that there were no significant changes in
those critical accounting policies and estimates during the first six months of
fiscal 2021. Senior management has reviewed the development and selection of our
critical accounting policies and estimates and their disclosure in this
Quarterly Report on Form 10-Q with the Audit and Risk Committee of our Board of
Directors.
Goodwill - Impairment Assessments
As discussed in our Annual Report on Form 10-K for the fiscal year ended July
31, 2020, in the absence of indicators of impairment we test goodwill for
impairment annually during our fourth fiscal quarter. As part of that test, we
compare the estimated fair value of each reporting unit to its carrying value.
We determine the estimated fair value of each reporting unit based on a weighted
combination of income and market approaches. We describe the estimates,
judgments and assumptions

Intuit Q2 Fiscal 2021 Form 10-Q 32

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we make in connection with goodwill impairment assessments under "Goodwill,
Acquired Intangible Assets and Other Long-Lived Assets" in Note 1 to the
financial statements in Item 8 of that report and "Goodwill, Acquired Intangible
Assets and Other Long-Lived Assets - Impairment Assessments" in the Critical
Accounting Policies and Estimates section of Item 7 of that Form 10-K.
In December 2020 we acquired Credit Karma and have determined it is a separate
reporting unit. As of the acquisition date the estimated fair value of the
Credit Karma reporting unit approximated its carrying value of $7.2 billion. In
the course of estimating the fair value of that reporting unit, we considered
the current macroeconomic environment, Credit Karma's ongoing recovery from the
macroeconomic environment surrounding the COVID-19 pandemic, its performance
compared to internal financial expectations and key business milestones, and its
financial performance compared to that of similar lines of business within
comparable companies.
For all of our reporting units, estimates of fair value can be affected by a
variety of factors, including external factors such as industry or economic
trends, and internal factors such as changes in our business strategy and our
internal forecasts. The recent global economic downturn has caused significant
disruptions in the credit markets. Potential events or circumstances that could
reasonably be expected to negatively affect the key assumptions we used in
estimating the fair value of our Credit Karma reporting unit include a prolonged
downturn in the credit markets that leads to credit card companies and lenders
offering fewer credit cards and loans, a reduction in their marketing
activities, and a decrease or suspension of their activity on Credit Karma's
platform. Additionally, the creditworthiness of Credit Karma's members may
continue to be negatively impacted, which could reduce participation on Credit
Karma's platform by financial institution partners. If the estimated fair value
of our Credit Karma reporting unit declines due to any of these factors, we may
be required to record future goodwill impairment charges.
RESULTS OF OPERATIONS


Financial Overview

(Dollars in millions,                                                                              YTD              YTD
except per share             Q2               Q2               $                  %                 Q2               Q2               $                  %
amounts)                    FY21             FY20            Change            Change              FY21             FY20            Change            Change
Total net revenue        $ 1,576          $ 1,696          $  (120)                 (7) %       $ 2,899          $ 2,861          $    38                   1  %
Operating income (loss)      (25)             270             (295)               (109) %           184              280              (96)                (34) %
Net income                    20              240             (220)                (92) %           218              297              (79)                (27) %
Diluted net income per
share                    $  0.07          $  0.91          $ (0.84)                (92) %       $  0.81          $  1.13          $ (0.32)                (28) %


Current Fiscal Quarter
Total net revenue for the second quarter of fiscal 2021 decreased $120 million
or 7% compared with the same quarter of fiscal 2020. The acquisition of Credit
Karma contributed $144 million to total revenue in the fiscal 2021 period. Our
Small Business & Self-Employed segment revenue increased during the quarter
primarily due to growth in our Online Ecosystem revenue. Consumer segment
revenue decreased due to a later opening of the tax season this year. The IRS
began accepting and processing returns on February 12, 2021, as opposed to
January 27, 2020 in the prior year. See "Segment Results" later in this Item 2
for more information about the results for all of our reportable segments.
Operating loss for the second quarter of fiscal 2021 was $25 million compared
with operating income of $270 million in the same quarter of fiscal 2020.
Revenue decreased as described above, and expenses increased due to increases in
staffing, share-based compensation, amortization of other acquired intangible
assets, and professional fees and transaction costs related to the acquisition
of Credit Karma. The increase in total expenses was partially offset by a
decrease in marketing. See "Cost of Revenue" and "Operating Expenses" later in
this Item 2 for more information.
Net income for the second quarter of fiscal 2021 decreased $220 million due to
the decrease in revenue and increase in expenses described above. This was
partially offset by a $30 million gain from the collection of a note receivable
that was previously written off, a $9 million gain on other long-term
investments, and lower tax expense for the period. Diluted net income per share
decreased to $0.07 for the second quarter of fiscal 2021, due to the decrease in
net income, and an increase in the weighted average shares outstanding due to
the shares issued as part of the acquisition of Credit Karma.
Fiscal Year to Date
Total net revenue for the first six months of fiscal 2021 increased $38 million
or 1% compared with the same period of fiscal 2020. The acquisition of Credit
Karma contributed $144 million to total other revenue in the fiscal 2021 period.
Our Small Business & Self-Employed segment revenue increased primarily due to
growth in our Online Ecosystem revenue. Consumer segment revenue decreased due
to a later opening of the tax season this year. The IRS began accepting and
processing returns on February 12, 2021, as opposed to January 27, 2020 in the
prior year. See "Segment Results" later in this Item 2 for more information
about the results for all of our reportable segments.

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Operating income for the first six months of fiscal 2021 decreased $96 million
or 34% compared with the same period of fiscal 2020. The decrease was due to the
increase in revenue described above and a decrease in marketing expense, which
was more than offset by an increase in expenses for share-based compensation,
staffing, amortization of other acquired intangible assets, and professional
fees and transaction costs primarily related to the acquisition of Credit Karma.
See "Cost of Revenue" and "Operating Expenses" later in this Item 2 for more
information.
Net income for the first six months of fiscal 2021 decreased $79 million or 27%
compared with the same period of fiscal 2020 primarily due to the decrease in
operating income described above and a higher tax expense for the period,
partially offset by a $30 million gain from the collection of a note receivable
that was previously written off and a $17 million gain on other long-term
investments. Diluted net income per share decreased to $0.81 for the first six
months of fiscal 2021, due to the decrease in net income, and an increase in the
weighted average shares outstanding due to the shares issued as part of the
acquisition of Credit Karma.
Segment Results


The information below is organized in accordance with our four reportable
segments. See "Executive Overview - About Intuit" earlier in this Item 2 and
Note 12 to the financial statements in Part I, Item 1 of this Quarterly Report
for more information. All of our segments operate and sell to customers
primarily in the United States. International total net revenue was
approximately 6% for the three and six months ended January 31, 2021 and
approximately 5% for the three and six months ended January 31, 2020.
In August 2020 we reorganized certain technology and customer success functions
that support and benefit our overall platform. Additionally, certain legal,
facility and employee service costs are now managed at the corporate level. As a
result, these costs are no longer included in segment operating income and are
now included in other corporate expenses. For the three and six months ended
January 31, 2020, we reclassified $45 million and $88 million from Small
Business & Self-Employed, $28 million and $53 million from Consumer, and $4
million and $7 million from ProConnect to other corporate expenses. In August
2020, we also renamed our Strategic Partner segment as the ProConnect segment.
This segment continues to serve professional accountants.
In December 2020 we acquired Credit Karma in a business combination which
operates as a separate reportable segment. We have included the results of
operations of Credit Karma in our condensed consolidated results of operations
from the date of acquisition. See Note 5, "Business Combinations," to the
financial statements in Part I, Item 1 of this Quarterly Report for more
information.
Segment operating income or loss is segment net revenue less segment cost of
revenue and operating expenses. See "Executive Overview - Industry Trends and
Seasonality" earlier in this Item 2 for a description of the seasonality of our
business. For our Small Business & Self-Employed, Consumer, and ProConnect
reportable segments, we include expenses such as corporate selling and
marketing, product development, and general and administrative, which are not
allocated to specific segments, in unallocated corporate items as part of other
corporate expenses. For Credit Karma, segment expenses include all direct
expenses related to selling and marketing, product development, and general and
administrative. Unallocated corporate items for all segments include share-based
compensation, amortization of acquired technology, amortization of other
acquired intangible assets, and goodwill and intangible asset impairment
charges. These unallocated costs for all segments totaled $1.2 billion in the
first six months of fiscal 2021 and $1.1 billion in the first six months of
fiscal 2020. Unallocated costs increased in the fiscal 2021 period due to
increased corporate product development, selling and marketing, and general and
administrative expenses in support of the growth of our businesses and higher
share-based compensation expenses. For all reportable segments, segment expenses
also do not include amortization of acquired technology and amortization of
other acquired intangible assets which totaled $59 million in the first six
months of fiscal 2021 and $15 million in the first six months of fiscal 2020.
See Note 12 to the financial statements in Part I, Item 1 of this Quarterly
Report for reconciliations of total segment operating income or loss to
consolidated operating income or loss for each fiscal period presented.

Intuit Q2 Fiscal 2021 Form 10-Q 34

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Small Business & Self-Employed [[Image Removed: intu-20210131_g3.jpg]]




                    [[Image Removed: intu-20210131_g4.jpg]]



Small Business & Self-Employed segment includes both Online Ecosystem and Desktop Ecosystem revenue.



Our Online Ecosystem includes revenue from QuickBooks Online, QuickBooks Live,
QuickBooks Online Advanced and QuickBooks Self-Employed financial and business
management offerings; small business payroll services, including QuickBooks
Online Payroll, Intuit Online Payroll, Intuit Full Service Payroll; merchant
payment processing services for small businesses who use online offerings; and
financing for small businesses.
Our Desktop Ecosystem includes revenue from our QuickBooks Desktop packaged
software products (Desktop Pro, Desktop for Mac, Desktop Premier, and QuickBooks
Point of Sale); QuickBooks Desktop software subscriptions (QuickBooks Desktop
Pro Plus, QuickBooks Desktop Premier Plus, and QuickBooks Enterprise, and
ProAdvisor Program memberships for the accounting professionals who serve small
businesses); desktop payroll products (QuickBooks Basic Payroll, QuickBooks
Assisted Payroll and QuickBooks Enhanced Payroll); merchant payment processing
services for small businesses who use desktop offerings; financial supplies; and
financing for small businesses.
Segment product revenue is derived from revenue related to software license and
version protection for our QuickBooks Desktop products and subscriptions,
license and related updates for our desktop payroll products and financial
supplies, which are all part of our Desktop Ecosystem. Segment service and other
revenue is derived from our Online Ecosystem revenue and Desktop Ecosystem
revenue related to support and connected services for our QuickBooks Desktop and
desktop payroll products and subscriptions and merchant payment processing
services.
                                                                     YTD           YTD
                                Q2           Q2          %            Q2            Q2           %
(Dollars in millions)          FY21         FY20       Change        FY21          FY20        Change
Product revenue             $   227       $ 235          (3) %    $   575       $   571           1  %
Service and other revenue       851         738          15  %      1,684         1,448          16  %
Total segment revenue       $ 1,078       $ 973          11  %    $ 2,259       $ 2,019          12  %
% of total revenue               69  %       57  %                     78  %         71  %

Segment operating income    $   592       $ 447          32  %    $ 1,359       $ 1,040          31  %
% of related revenue             55  %       46  %                     60  %         52  %



    Intuit Q2 Fiscal 2021 Form 10-Q      35


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Revenue classified by significant product and service offerings was as follows:
                                                                                 YTD          YTD
                                             Q2          Q2          %           Q2           Q2           %
   (Dollars in millions)                    FY21        FY20       Change       FY21         FY20        Change
   Net revenue:
   QuickBooks Online Accounting           $   404      $ 330         22  %    $   796      $   636         25  %
   Online Services                            240        200         20  %        469          395         19  %
   Total Online Ecosystem                     644        530         22  %      1,265        1,031         23  %
   QuickBooks Desktop Accounting              160        165         (3) %        401          404         (1) %
   Desktop Services and Supplies              274        278         (1) %        593          584          2  %
   Total Desktop Ecosystem                    434        443         (2) %        994          988          1  %
   Total Small Business & Self-Employed   $ 1,078      $ 973         11  %    $ 2,259      $ 2,019         12  %


Revenue for our Small Business & Self-Employed segment increased $105 million or
11% in the second quarter of fiscal 2021 and $240 million or 12% in the first
six months of fiscal 2021 compared with the same periods of fiscal 2020. The
increase in both periods was primarily due to growth in Online Ecosystem
revenue.
Online Ecosystem
Online Ecosystem revenue increased 22% in the second quarter of fiscal 2021 and
23% in the first six months of fiscal 2021 compared with the same periods of
fiscal 2020. QuickBooks Online Accounting revenue increased 22% in the second
quarter of fiscal 2021 and 25% in the first six months of fiscal 2021 primarily
due to an increase in customers as well as a shift in mix to our higher priced
offerings. Online Services revenue increased 20% in the second quarter of fiscal
2021 and 19% in the first six months of fiscal 2021 primarily due to an increase
in revenue from our payments and payroll offerings. Online payments revenue
increased due to an increase in customers and an increase in charge volume per
customer. Online payroll revenue increased due to a shift in mix to our full
service offering and an increase in customers.
Desktop Ecosystem
Desktop Ecosystem revenue decreased 2% in the second quarter of fiscal 2021
compared with the same quarter of fiscal 2020. Declines in Desktop unit sales
and Desktop Payroll revenue were partially offset by growth in our QuickBooks
Desktop Enterprise subscription offering due to an increase in customers.
Desktop Payroll revenue decreased due to fewer customers.
Desktop Ecosystem revenue increased slightly in the first six months of fiscal
2021 compared with the same period of fiscal 2020. During the first quarter of
fiscal 2021 there was an increase in revenue from license updates associated
with our Pro Advisor offerings and higher revenue from version protection as a
result of price increases in the prior year. Revenue in the first six months of
fiscal 2021 also increased due to growth in our QuickBooks Desktop Enterprise
subscription offering due to an increase in customers. These increases were
partially offset by declines in Desktop unit sales and desktop payroll due to
fewer customers.

Small Business & Self-Employed segment operating income increased 32% in the
second quarter of fiscal 2021 and 31% in the first six months of fiscal 2021
compared with the same periods of fiscal 2020, primarily due to the increase in
revenue described above and lower expenses for marketing.
In August 2020, we reorganized certain technology and customer success functions
that support and benefit our overall platform. Additionally, certain legal,
facility and employee service costs are now managed at the corporate level. As a
result, these costs are no longer included in segment operating income and are
now included in other corporate expenses. For the three and six months ended
January 31, 2020, we reclassified $45 million and $88 million from Small
Business & Self-Employed to other corporate expenses.

Intuit Q2 Fiscal 2021 Form 10-Q 36

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 Consumer    [[Image Removed: intu-20210131_g5.jpg]]


                    [[Image Removed: intu-20210131_g6.jpg]]

Consumer segment product revenue is derived primarily from TurboTax desktop tax return preparation software and related form updates.



Consumer segment service and other revenue is derived primarily from TurboTax
Online and TurboTax Live offerings, electronic tax filing services and connected
services, and also from our Mint offering.




                                                                          YTD         YTD
                                     Q2           Q2          %           Q2           Q2          %
(Dollars in millions)               FY21         FY20       Change       FY21         FY20       Change
Product revenue                   $   66       $  90         (27) %    $   73       $  96         (24) %
Service and other revenue             81         409         (80) %       193         503         (62) %
Total segment revenue             $  147       $ 499         (71) %    $  266       $ 599         (56) %
% of total revenue                     9  %       30  %                     9  %       21  %

Segment operating income (loss)   $ (155)      $ 191        (181) %    $ (151)      $ 171        (188) %
% of related revenue                (105) %       38  %                   (57) %       29  %


Revenue for our Consumer segment decreased $333 million or 56% in the first six
months of fiscal 2021 compared with the same period of fiscal 2020 due to a
later opening of the tax season this year. The IRS began accepting and
processing returns on February 12, 2021, as opposed to January 27, 2020 in the
prior year.
Segment operating loss was $151 million in the first six months of fiscal 2021
compared to segment operating income of $171 million in the same period of
fiscal 2020 primarily due to the decrease in revenue described above. Higher
expenses for staffing were more than offset by lower expenses for marketing.
In August 2020, we reorganized certain technology and customer success functions
that support and benefit our overall platform. Additionally, certain legal,
facility and employee service costs are now managed at the corporate level. As a
result, these costs are no longer included in segment operating income and are
now included in other corporate expenses. For the three and six months ended
January 31, 2020, we reclassified $28 million and $53 million from Consumer to
other corporate expenses.
Due to the seasonality of our Consumer offerings, we do not believe that the
revenue or operating results for the first six months of fiscal 2021 is
indicative of trends for the full fiscal year. We will not have substantially
complete results for the 2020 tax season until the third quarter of fiscal 2021.




    Intuit Q2 Fiscal 2021 Form 10-Q      37

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ProConnect      [[Image Removed: intu-20210131_g7.jpg]]


                    [[Image Removed: intu-20210131_g8.jpg]]





ProConnect segment product revenue is derived primarily from Lacerte, ProSeries, and ProFile desktop tax preparation software products and related form updates.

ProConnect segment service and other revenue is derived primarily from ProConnect Tax Online tax products, electronic tax filing service, connected services and, bank products.



                                                                  YTD         YTD
                               Q2          Q2          %           Q2          Q2          %
(Dollars in millions)         FY21        FY20       Change       FY21        FY20       Change
Product revenue             $ 202       $ 220          (8) %    $ 214       $ 231          (7) %
Service and other revenue       5           4          25  %       16          12          33  %
Total segment revenue       $ 207       $ 224          (8) %    $ 230       $ 243          (5) %
% of total revenue             13  %       13  %                    8  %        8  %

Segment operating income $ 172 $ 186 (8) % $ 162 $ 168 (4) % % of related revenue

           83  %       83  %                   70  %       69  %


In August 2020, we renamed our Strategic Partner segment as the ProConnect
segment. This segment continues to serve professional accountants.
Revenue for our ProConnect segment revenue decreased $13 million or 5% in the
first six months of fiscal 2021 compared with the same period of fiscal 2020 due
to a delay in forms availability and, to a lesser extent, a later opening of the
tax season this year. The IRS began accepting and processing returns on February
12, 2021, as opposed to January 27, 2020 in the prior year.
Segment operating income decreased 4% in the first six months of fiscal 2021
compared with the same period of fiscal 2020 primarily due to the decrease in
revenue described above partially offset by a decrease in staffing expenses.
In August 2020, we reorganized certain technology and customer success functions
that support and benefit our overall platform. Additionally, certain legal,
facility and employee service costs are now managed at the corporate level. As a
result, these costs are no longer included in segment operating income and are
now included in other corporate expenses. For the three and six months ended
January 31, 2020, we reclassified $4 million and $7 million from ProConnect to
other corporate expenses.
Due to the seasonality of our ProConnect offerings, we do not believe that the
revenue or operating results for the first six months of fiscal 2021 is
indicative of trends for the full fiscal year. We will not have substantially
complete results for the 2020 tax season until the third quarter of fiscal 2021.

Intuit Q2 Fiscal 2021 Form 10-Q 38

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Credit Karma    [[Image Removed: intu-20210131_g9.jpg]]


                    [[Image Removed: intu-20210131_g10.jpg]]







Credit Karma revenue is derived from cost-per-action transactions, which include
the delivery of qualified links that result in completed actions such as credit
card issuances and personal loan funding; Cost-per-click and cost-per-lead
transactions, which include user clicks on advertisements or advertisements that
allow for the generation of leads, and primarily relate to mortgage and
insurance businesses; and to a lesser extent, cost-per-advertisement impression
transactions, which are banner and brand advertisement impressions displayed on
a user's screen.






                                                                YTD        YTD
                               Q2         Q2         %           Q2         Q2         %
(Dollars in millions)         FY21       FY20      Change       FY21       FY20      Change
Product revenue             $   -       $ -            N/A    $   -       $ -            N/A
Service and other revenue     144         -            N/A      144         -            N/A
Total segment revenue       $ 144       $ -            N/A    $ 144       $ -            N/A
% of total revenue              9  %      -  %                    5  %      -  %

Segment operating income    $  38       $ -            N/A    $  38       $ -            N/A
% of related revenue           26  %       N/A                   26  %       N/A


On December 3, 2020 we acquired Credit Karma. Our results of operations include
the operations of Credit Karma beginning on the date of acquisition.
Credit Karma contributed $144 million in revenue in the second quarter of fiscal
2021. Revenue is primarily generated from cost-per-action transactions which are
related to credit card issuances and personal loan funding.
Segment operating income was $38 million in the second quarter of fiscal 2021.
Expenses were primarily related to staffing and marketing.

Intuit Q2 Fiscal 2021 Form 10-Q 39

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Cost of Revenue

                                           % of                               % of              YTD              % of              YTD              % of
                           Q2             Related             Q2             Related             Q2             Related             Q2             Related
(Dollars in millions)     FY21            Revenue            FY20            Revenue            FY21            Revenue            FY20            

Revenue


Cost of product revenue $  22                   4  %       $  24                   4  %       $  37                   4  %       $  41                   5  %
Cost of service and
other revenue             331                  31  %         310                  27  %         565                  28  %         577                  29  %
Amortization of
acquired technology        14                    n/a           6                    n/a          21                    n/a          12                  

n/a


Total cost of revenue   $ 367                  23  %       $ 340                  20  %       $ 623                  21  %       $ 630

22 %




Our cost of revenue has three components: (1) cost of product revenue, which
includes the direct costs of manufacturing and shipping or electronically
downloading our desktop software products; (2) cost of service and other
revenue, which includes the direct costs associated with our online and service
offerings, such as costs for data processing and storage capabilities from cloud
providers, customer support costs, costs for the tax and bookkeeping experts
that support our TurboTax Live and QuickBooks Live offerings, costs related to
credit score providers, and depreciation expense for developed technology; and
(3) amortization of acquired technology which represents the cost of amortizing
developed technologies that we have obtained through acquisitions over their
useful lives.
Cost of product revenue as a percentage of product revenue was relatively
consistent in the second quarter and first six months of fiscal 2021 compared
with the same periods of fiscal 2020. We expense costs of product revenue as
they are incurred for delivered software and we do not defer any of these costs
when product revenue is deferred.
Cost of service and other revenue as a percentage of service and other revenue
increased in the second quarter and decreased slightly for the first six months
of fiscal 2021 compared with the same periods of fiscal 2020. The acquisition of
Credit Karma contributed $41 million to cost of service and other revenue for
the three and six months ended January 31, 2021. The increase in cost of service
and other revenue as a percentage of service and other revenue for the second
quarter of fiscal 2021 is primarily due to the decrease in revenue from our
Consumer segment. During fiscal 2021 we have also experienced a decrease in
customer success costs as a result of fewer customer contacts, a decrease in
data center costs as a result of moving to cloud providers, and a decrease in
depreciation expense.
Operating Expenses

                                                % of                                 % of                                 % of                                 % of
                                                Total                                Total              YTD               Total              YTD               Total
                               Q2                Net                Q2                Net                Q2                Net                Q2                Net
(Dollars in millions)         FY21             Revenue             FY20             Revenue             FY21             Revenue             FY20       

Revenue


Selling and marketing      $   580                  37  %       $   593                  35  %       $   942                  32  %       $   976                  34  %
Research and development       368                  23  %           333                  20  %           693                  24  %           667                  23  %
General and administrative     250                  16  %           159                   9  %           419                  14  %           305                  11  %
Amortization of other
acquired intangible assets      36                   2  %             1                   -  %            38                   1  %             3                   -  %

Total operating expenses   $ 1,234                  78  %       $ 1,086                  64  %       $ 2,092                  72  %       $ 1,951                  68  %


Current Fiscal Quarter
Total operating expenses as a percentage of total net revenue increased in the
second quarter of fiscal 2021 compared to the same period of fiscal 2020. Total
net revenue for the second quarter of fiscal 2021 decreased $120 million or 7%
due to the decrease in revenue from our Consumer segment driven by a later
opening of the tax season this year. The IRS began accepting and processing
returns on February 12, 2021, as opposed to January 27, 2020 in the prior year.
Total operating expenses for the quarter increased $148 million or 14%, which
included $101 million of operating expenses related to Credit Karma. Total
share-based compensation expense increased $71 million; total staffing increased
$67 million, including $45 million related to Credit Karma; total amortization
of other acquired intangible assets increased $35 million, which was primarily
related to Credit Karma; and professional fees and transaction costs primarily
related to the acquisition of Credit Karma increased $30 million. Total
marketing expense decreased $43 million.
Fiscal Year to Date
Total operating expenses as a percentage of total net revenue increased in the
first six months of fiscal 2021 compared to the same period of fiscal 2020.
Total net revenue for the first six months of fiscal 2021 increased $38 million
or 1% and was impacted by the decrease in revenue from our Consumer segment
driven by a later opening of the tax season this year. The IRS began accepting
and processing returns on February 12, 2021, as opposed to January 27, 2020 in
the prior year. While total revenue increased slightly, total operating expenses
for the period increased $141 million or 7%, which included $101 million of
operating expenses related to Credit Karma. Total share-based compensation
expense increased $70 million; total staffing increased $57 million, including
$45 million related to Credit Karma; total amortization of other acquired
intangible

Intuit Q2 Fiscal 2021 Form 10-Q 40

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assets increased $35 million, which was primarily related to Credit Karma; and
professional fees and transaction costs primarily related to the acquisition of
Credit Karma increased $35 million. Total marketing expense decreased $55
million.
Non-Operating Income and Expenses


Interest Expense
Interest expense of $15 million for the first six months of fiscal 2021
consisted primarily of interest on our senior unsecured notes, unsecured term
loan, unsecured revolving credit facility, and secured revolving credit
facility. Interest expense of $5 million for the first six months of fiscal 2020
consisted primarily of interest on our unsecured term loan and secured revolving
credit facility.
Interest and Other Income, Net
                                                                                    YTD       YTD
                                                                 Q2        Q2        Q2        Q2
(In millions)                                                   FY21      FY20      FY21      FY20
Interest income (1)                                            $  2      $ 11      $  6      $ 23
Net gain on executive deferred compensation plan assets (2)      14         4        13         7
Other (3)                                                        38         -        44        (1)
Total interest and other income, net                           $ 54      $ 

15 $ 63 $ 29




(1)  Interest income in the second quarter and the first six months of fiscal
2021 decreased compared to the same period of fiscal 2020 primarily due to lower
average interest rates.
(2)  In accordance with authoritative guidance, we record gains and losses
associated with executive deferred compensation plan assets in interest and
other income and gains and losses associated with the related liabilities in
operating expenses. The total amounts recorded in operating expenses for each
period are approximately equal to the total amounts recorded in interest and
other income in those periods.
(3)  In the second quarter of fiscal 2021 we recorded a $30 million gain from
the sale of a note receivable that was previously written off. We also recorded
gains on other long-term investments of $9 million and $17 million during the
three and six months ended January 31, 2021, respectively.
Income Taxes
We compute our provision for or benefit from income taxes by applying the
estimated annual effective tax rate to income or loss from recurring operations
and adding the effects of any discrete income tax items specific to the period.
For the three and six months ended January 31, 2021, we recognized excess tax
benefits on share-based compensation of $12 million and $64 million,
respectively, in our provision for income taxes. For the three and six months
ended January 31, 2020, we recognized excess tax benefits on share-based
compensation of $23 million and $52 million, respectively, in our provision for
income taxes.
Our effective tax rates for the three and six months ended January 31, 2021 were
approximately 8% and 6%, respectively. The acquisition of Credit Karma has
resulted in an increase in the annual effective tax rate from 25% at October 31,
2020 to 26% at January 31, 2021 primarily due to non-deductible share-based
compensation and transaction costs. Excluding the effect of the change in annual
effective tax rate for the quarter and discrete tax items, primarily related to
share-based compensation tax benefits mentioned above, our effective tax rate
for the three and six months ended January 31, 2021 was approximately 26%. The
difference from the federal statutory rate of 21% was primarily due to state
income taxes, non-deductible share-based compensation and non-deductible
transaction costs related to the Credit Karma acquisition, which were partially
offset by the tax benefit we received from the federal research and
experimentation credit.
Our effective tax rates for the three and six months ended January 31, 2020 were
approximately 15% and 2%, respectively. Excluding discrete tax items primarily
related to share-based compensation tax benefits mentioned above, our effective
tax rate for both periods was 24%. The difference from the federal statutory
rate of 21% was primarily due to state income taxes and non-deductible
share-based compensation, which were partially offset by the tax benefit we
received from the federal research and experimentation credit.
LIQUIDITY AND CAPITAL RESOURCES


Overview

At January 31, 2021, our cash, cash equivalents and investments totaled $2.7 billion, a decrease of $4.3 billion from July 31, 2020 due to the factors discussed under "Statements of Cash Flows" below. Our primary sources of liquidity have been cash

Intuit Q2 Fiscal 2021 Form 10-Q 41

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from operations, which entails the collection of accounts receivable for
products and services, the issuance of senior unsecured notes, and borrowings
under our credit facility. Our primary uses of cash have been for research and
development programs, selling and marketing activities, capital projects,
acquisitions of businesses, debt service costs and debt repayment, repurchases
of our common stock under our stock repurchase programs, and the payment of cash
dividends. As discussed in "Executive Overview - Industry Trends and
Seasonality" earlier in this Item 2, our business is subject to significant
seasonality. The balance of our cash, cash equivalents, and investments
generally fluctuates with that seasonal pattern. We believe the seasonality of
our business is likely to continue in the future.
The following table summarizes selected measures of our liquidity and capital
resources at the dates indicated:
                                                 January 31,         July 31,              $                  %
(Dollars in millions)                                2021              2020             Change              Change
Cash, cash equivalents, and investments          $   2,738          $  7,050          $ (4,312)                 (61) %
Long-term investments                                   41                19                22                  116  %
Short-term debt                                        325             1,338            (1,013)                 (76) %
Long-term debt                                       2,033             2,031                 2                    -  %
Working capital                                      1,417             4,451            (3,034)                 (68) %
Ratio of current assets to current liabilities        1.5 : 1           2.3 

: 1




We have historically generated significant cash from operations and we expect to
continue to do so in the future. Our cash, cash equivalents, and investments
totaled $2.7 billion at January 31, 2021. None of those funds were restricted
and approximately 91% of those funds were located in the U.S.
On December 3, 2020 we acquired Credit Karma. The fair value of the purchase
price totaled $7.2 billion and included $3.4 billion in cash, 10.6 million
shares of Intuit common stock with a fair value of $3.8 billion and assumed
equity awards for services rendered through the acquisition date of $47 million.
See "Business Combinations" below for more information.
In the fourth quarter of fiscal 2020, we borrowed the full $1 billion under our
unsecured revolving credit facility and issued $2 billion in senior unsecured
notes for general corporate purposes, which was used to fund a portion of the
acquisition of Credit Karma. In August 2020, we repaid the $1 billion
outstanding under the revolving credit facility. The unsecured revolving credit
facility is available to us for general corporate purposes.
Based on past performance and current expectations, we believe that our cash and
cash equivalents, investments, and cash generated from operations will be
sufficient to meet anticipated seasonal working capital needs, capital
expenditure requirements, contractual obligations, commitments, debt service
requirements, and other liquidity requirements associated with our operations
for at least the next 12 months. We believe that our financial resources will
allow us to manage the impact of COVID-19 on our business operations for the
foreseeable future, which could include potential reductions in revenue and
delays in payments from customers and partners.
We expect to return excess cash generated by operations to our stockholders
through payment of cash dividends, after taking into account our operating and
strategic cash needs.
Our secured revolving credit facility is available to fund a portion of our
loans to qualified small businesses. At January 31, 2021, $48 million was
outstanding under the secured revolving credit facility.
We evaluate, on an ongoing basis, the merits of acquiring technology or
businesses, or establishing strategic relationships with and investing in other
companies. Our strong liquidity profile enables us to quickly respond to these
types of opportunities.
Statements of Cash Flows


The following table summarizes selected items from our condensed consolidated
statements of cash flows for the first six months of fiscal 2021 and fiscal
2020. See the financial statements in Part I, Item 1 of this Quarterly Report
for complete condensed consolidated statements of cash flows for those periods.

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