Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☑ No ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ PagePART I - FINANCIAL INFORMATIONITEM 1: Financial Statements (Unaudited)Condensed Consolidated Statements of Operations for the three months ended October 31, 2022 and 20214Condensed Consolidated Statements of Comprehensive Income for the three months ended October 31, 2022 and 20215Condensed Consolidated Balance Sheets at October 31, 2022 and July 31, 20226Condensed Consolidated Statements of Stockholders’ Equity for the three months ended October 31, 2022 and 20217Condensed Consolidated Statements of Cash Flows for the three months ended October 31, 2022 and 20218Notes to Condensed Consolidated Financial Statements10ITEM 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations28ITEM 3: Quantitative and Qualitative Disclosures about Market Risk44ITEM 4: Controls and Procedures44PART II - OTHER INFORMATIONITEM 1: Legal Proceedings45ITEM 1A: Risk Factors45ITEM 2: Unregistered Sales of Equity Securities and Use of Proceeds58ITEM 6: Exhibits58Signatures59 •our belief that our cash and cash equivalents, investments and cash generated from operations will be sufficient to meet our seasonal working capital needs, capital expenditure requirements, contractual obligations, debt service requirements and other liquidity requirements associated with our operations for at least the next 12 months; •our assessments and beliefs regarding the future developments and outcomes of pending legal proceedings and inquiries by regulatory authorities, the liability, if any, that Intuit may incur as a result of those proceedings and inquiries, and the impact of any potential losses or expenses associated with such proceedings or inquiries on our financial statements. INTUIT INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)Three Months Ended(In millions, except per share amounts)October 31,2022October 312021Net revenue:Product$427 $397 Service and other2,170 1,610 Total net revenue2,597 2,007 Costs and expenses:Cost of revenue:Cost of product revenue15 15 Cost of service and other revenue620 387 Amortization of acquired technology41 15 Selling and marketing795 550 Research and development625 530 General and administrative304 262 Amortization of other acquired intangible assets121 53 Total costs and expenses2,521 1,812 Operating income76 195 Interest expense(49)(7)Interest and other income, net5 50 Income before income taxes32 238 Income tax (benefit) provision(8)10 Net income$40 $228 Basic net income per share$0.14 $0.84 Shares used in basic per share calculations281 273 Diluted net income per share$0.14 $0.82 Shares used in diluted per share calculations284 277 Cash dividends declared per common share$0.78 $0.68 INTUIT INC.CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (unaudited)Three Months Ended(In millions)October 31,2022October 31,2021Net income$40 $228 Other comprehensive income (loss), net of income taxes:Unrealized loss on available-for-sale debt securities(6)(4)Foreign currency translation loss(21)(1)Total other comprehensive loss, net(27)(5)Comprehensive income$13 $223 INTUIT INC.CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited)(In millions)October 31,2022July 31,2022ASSETSCurrent assets:Cash and cash equivalents$2,125 $2,796 Investments599 485 Accounts receivable, net384 446 Notes receivable566 509 Income taxes receivable88 93 Prepaid expenses and other current assets324 287 Current assets before funds receivable and amounts held for customers4,086 4,616 Funds receivable and amounts held for customers468 431 Total current assets4,554 5,047 Long-term investments98 98 Property and equipment, net926 888 Operating lease right-of-use assets535 549 Goodwill13,732 13,736 Acquired intangible assets, net6,899 7,061 Long-term deferred income tax assets10 11 Other assets331 344 Total assets$27,085 $27,734 LIABILITIES AND STOCKHOLDERS’ EQUITYCurrent liabilities:Short-term debt$499 $499 Accounts payable670 737 Accrued compensation and related liabilities401 576 Deferred revenue698 808 Other current liabilities589 579 Current liabilities before funds payable and amounts due to customers2,857 3,199 Funds payable and amounts due to customers468 431 Total current liabilities3,325 3,630 Long-term debt6,486 6,415 Long-term deferred income tax liabilities588 619 Operating lease liabilities530 542 Other long-term obligations89 87 Total liabilities11,018 11,293 Commitments and contingenciesStockholders’ equity:Preferred stock— — Common stock and additional paid-in capital18,082 17,725 Treasury stock, at cost(15,324)(14,805)Accumulated other comprehensive loss(87)(60)Retained earnings13,396 13,581 Total stockholders’ equity16,067 16,441 Total liabilities and stockholders’ equity$27,085 $27,734 Three Months Ended October 31, 2022(In millions, except shares in thousands)Shares ofCommonStockCommonStock andAdditionalPaid-In CapitalTreasuryStockAccumulatedOtherComprehensiveLossRetainedEarningsTotalStockholders'EquityBalance at July 31, 2022281,932$17,725$(14,805)$(60)$13,581$16,441Comprehensive income— — — (27)40 13 Issuance of stock under employee stock plans, net of shares withheld for employee taxes634 (65)— — — (65)Stock repurchases under stock repurchase programs(1,238)— (519)— — (519)Dividends and dividend rights declared ($0.78 per share)— — — — (225)(225)Share-based compensation expense— 422 — — — 422 Balance at October 31, 2022281,328$18,082$(15,324)$(87)$13,396$16,067 Three Months Ended October 31, 2021(In millions, except shares in thousands)Shares ofCommonStockCommonStock andAdditionalPaid-In CapitalTreasuryStockAccumulatedOtherComprehensiveLossRetainedEarningsTotalStockholders'EquityBalance at July 31, 2021273,235$10,548$(12,951)$(24)$12,296$9,869Comprehensive income— — — (5)228 223 Issuance of stock under employee stock plans, net of shares withheld for employee taxes593 (111)— — — (111)Stock repurchases under stock repurchase programs(606)— (338)— — (338)Dividends and dividend rights declared ($0.68 per share)— — — — (191)(191)Share-based compensation expense— 281 — — — 281 Balance at October 31, 2021273,222$10,718$(13,289)$(29)$12,333$9,733 INTUIT INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)Three Months Ended(In millions)October 31,2022October 31,2021Cash flows from operating activities:Net income$40 $228 Adjustments to reconcile net income to net cash provided by operating activities:Depreciation47 45 Amortization of acquired intangible assets162 69 Non-cash operating lease cost23 18 Share-based compensation expense422 280 Deferred income taxes(28)(16)Other11 (35)Total adjustments637361Changes in operating assets and liabilities:Accounts receivable62 (21)Income taxes receivable6 11 Prepaid expenses and other assets(35)(31)Accounts payable(71)(107)Accrued compensation and related liabilities(175)(212)Deferred revenue(111)(86)Operating lease liabilities(18)(18)Other liabilities(7)20 Total changes in operating assets and liabilities(349)(444)Net cash provided by operating activities328145Cash flows from investing activities:Purchases of corporate and customer fund investments(256)(257)Sales of corporate and customer fund investments44 1,053 Maturities of corporate and customer fund investments90 123 Purchases of property and equipment(77)(42)Originations and purchases of term loans to small businesses(314)(125)Principal repayments of term loans from small businesses244 72 Other13 (28)Net cash provided by (used in) investing activities(256)796Cash flows from financing activities:Proceeds from borrowings under secured revolving credit facilities70 2 Proceeds from issuance of stock under employee stock plans60 55 Payments for employee taxes withheld upon vesting of restricted stock units(125)(167)Cash paid for purchases of treasury stock(510)(335)Dividends and dividend rights paid(222)(190)Net change in funds receivable and funds payable and amounts due to customers(186)(151)Net cash used in financing activities(913)(786) Effect of exchange rates on cash, cash equivalents, restricted cash, and restricted cash equivalents(16)(2)Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents(857)153Cash, cash equivalents, restricted cash, and restricted cash equivalents at beginning of period2,997 2,819 Cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period$2,140$2,972Reconciliation of cash, cash equivalents, restricted cash, and restricted cash equivalents reported within the condensed consolidated balance sheets to the total amounts reported on the condensed consolidated statements of cash flowsCash and cash equivalents$2,125 $2,864 Restricted cash and restricted cash equivalents included in funds receivable and amounts held for customers15 108 Total cash, cash equivalents, restricted cash, and restricted cash equivalents at end of period$2,140$2,972 We acquired The Rocket Science Group LLC (Mailchimp) on November 1, 2021. We have included the results of operations for Mailchimp in our condensed consolidated statements of operations from the date of acquisition. Mailchimp is part of our Small Business & Self-Employed segment. In preparing our condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles (GAAP), we make certain judgments, estimates, and assumptions that affect the amounts reported in our financial statements and the disclosures made in the accompanying notes. For example, we use judgments and estimates in determining how revenue should be recognized. These judgments and estimates include identifying performance obligations, determining if the performance obligations are distinct, determining the standalone sales price (SSP) and timing of revenue recognition for each distinct performance obligation, and estimating variable consideration to be included in the transaction price. We use estimates in determining the collectibility of accounts receivable and notes receivable, the appropriate levels of various accruals including accruals for litigation contingencies, the discount rate used to calculate lease liabilities, the amount of our worldwide tax provision, the realizability of deferred tax assets, the credit losses of available-for-sale debt securities, reserves for losses, and the fair value of assets acquired and liabilities assumed for business combinations. We also use estimates in determining the remaining economic lives and fair values of acquired intangible assets, property and equipment, and other long-lived assets. In addition, we use assumptions to estimate the fair value of reporting units and share-based compensation. Despite our intention to establish accurate estimates and use reasonable assumptions, actual results may differ from our estimates. Three Months Ended(In millions, except per share amounts)October 31,2022October 31,2021Numerator:Net income$40 $228 Denominator:Shares used in basic per share amounts:Weighted average common shares outstanding281 273 Shares used in diluted per share amounts:Weighted average common shares outstanding281 273 Dilutive common equivalent shares from stock optionsand restricted stock awards3 4 Dilutive weighted average common shares outstanding284 277 Basic and diluted net income per share:Basic net income per share$0.14 $0.84 Diluted net income per share$0.14 $0.82 Shares excluded from diluted net income per share:Weighted average stock options and restricted stock units that have been excluded from dilutive common equivalent shares outstanding due to their anti-dilutive effect3 — •Level 3 uses one or more unobservable inputs that are supported by little or no market activity and that are significant to the determination of fair value. Level 3 assets and liabilities include those whose fair values are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. October 31, 2022July 31, 2022(In millions)Level 1Level 2TotalFair ValueLevel 1Level 2TotalFair ValueAssets:Cash equivalents, primarily money market funds and time deposits$1,117 $— $1,117 $1,835 $— $1,835 Available-for-sale debt securities:Municipal bonds— — — — — — Corporate notes— 684 684 — 589 589 U.S. agency securities— 115 115 — 96 96 Total available-for-sale debt securities— 799 799 — 685 685 Total assets measured at fair value on a recurring basis$1,117 $799 $1,916 $1,835 $685 $2,520 Liabilities:Senior unsecured notes(1)$— $1,745 $1,745 $— $1,838 $1,838 October 31, 2022July 31, 2022(In millions)Level 1Level 2TotalFair ValueLevel 1Level 2TotalFair ValueCash equivalents:In cash and cash equivalents$1,117 $— $1,117 $1,835 $— $1,835 In funds receivable and amounts held for customers— — — — — — Total cash equivalents$1,117 $— $1,117 $1,835 $— $1,835 Available-for-sale debt securities:In investments$— $599 $599 $— $485 $485 In funds receivable and amounts held for customers— 200 200 — 200 200 Total available-for-sale debt securities$— $799 $799 $— $685 $685 Financial liabilities whose fair values we measure using Level 2 inputs consist of senior unsecured notes. See Note 6, “Debt,” for more information. We measure the fair value of our senior unsecured notes based on their trading prices and the interest rates we could obtain for other borrowings with similar terms. October 31, 2022July 31, 2022(In millions)AmortizedCostFair ValueAmortizedCostFair ValueClassification on condensed consolidated balance sheets:Cash and cash equivalents$2,125 $2,125 $2,796 $2,796 Investments608 599 490 485 Funds receivable and amounts held for customers476 468 435 431 Total cash and cash equivalents, investments, and funds receivable and amounts held for customers$3,209 $3,192 $3,721 $3,712 October 31, 2022July 31, 2022(In millions)AmortizedCostFair ValueAmortizedCostFair ValueType of issue:Total cash, cash equivalents, restricted cash,and restricted cash equivalents$2,140 $2,140 $2,997 $2,997 Available-for-sale debt securities:Municipal bonds— — — — Corporate notes697 684 597 589 U.S. agency securities119 115 97 96 Total available-for-sale debt securities816 799 694 685 Total cash, cash equivalents, restricted cash, restricted cash equivalents, and investments$2,956 $2,939 $3,691 $3,682 For available-for sale debt securities in an unrealized loss position, we determine whether a credit loss exists. The estimate of the credit loss is determined by considering available information relevant to the collectibility of the security and information about past events, current conditions, and reasonable and supportable forecasts. The allowance for credit loss is recorded to interest and other income on our condensed consolidated statement of operations, not to exceed the amount of the unrealized loss. Any excess unrealized loss greater than the credit loss at a security level is recognized in accumulated other comprehensive income or loss in the stockholders' equity section of our condensed consolidated balance sheets. We determined there were no credit losses related to available-for-sale debt securities as of October 31, 2022. Unrealized losses on available-for-sale debt securities at October 31, 2022 were not significant. We do not intend to sell these investments. In addition, it is more likely than not that we will not be required to sell them before recovery of the amortized cost basis, which may be at maturity. (Dollars in millions)CustomerLists / User RelationshipsPurchasedTechnologyTradeNamesand LogosCovenantsNot toCompeteor SueTotalAt October 31, 2022:Cost$6,197 $1,612 $680 $42 $8,531 Accumulated amortization(855)(634)(101)(42)(1,632)Acquired intangible assets, net$5,342 $978 $579 $— $6,899 Weighted average life in years14813013At July 31, 2022:Cost$6,197 $1,612 $680 $42 $8,531 Accumulated amortization(748)(593)(87)(42)(1,470)Acquired intangible assets, net$5,449 $1,019 $593 $— $7,061 Weighted average life in years14813013 (In millions)ExpectedFutureAmortizationExpenseTwelve months ending July 31,2023 (excluding the three months ended October 31, 2022)$484 2024624 2025622 2026620 2027594 Thereafter3,955 Total expected future amortization expense$6,899 (In millions)October 31,2022July 31,2022EffectiveInterest RateSenior unsecured notes issued June 2020:0.650% notes due July 2023$500 $500 0.837%0.950% notes due July 2025500 500 1.127%1.350% notes due July 2027500 500 1.486%1.650% notes due July 2030500 500 1.767%Term loan4,700 4,700 Secured revolving credit facilities300 230 Total principal balance of long-term debt7,000 6,930 Unamortized discount and debt issuance costs(15)(16)Net carrying value of long-term debt$6,985 $6,914 Short-term debt$499 $499 Long-term debt$6,486 $6,415 (In millions)Fiscal year ending July 31,2023 (excluding the three months ended October 31, 2022)$500 2024— 20255,200 2026300 2027500 Thereafter500 Total future principal payments for long-term debt$7,000 Term Loan. On November 1, 2021, we borrowed the full $4.7 billion under the unsecured term loan to fund a portion of the cash consideration for the acquisition of Mailchimp. Under this agreement we may, subject to certain customary conditions, on one or more occasions increase commitments under the term loan in an amount not to exceed $400 million in the aggregate. The term loan accrues interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.125% or (ii) the Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.625% to 1.125%. Actual margins under either election will be based on our senior debt credit ratings. Interest on the term loan is payable monthly. At October 31, 2022, $4.7 billion was outstanding under the term loan. The carrying value of the term loan is net of debt issuance costs of $4 million as of October 31, 2022, and approximates its fair value. We paid $41 million in interest on the term loan during the three months ended October 31, 2022. Unsecured Revolving Credit Facility. The 2021 Credit Facility includes a $1 billion unsecured revolving credit facility that will expire on November 1, 2026. Under this agreement we may, subject to certain customary conditions including lender approval, on one or more occasions increase commitments under the unsecured revolving credit facility in an amount not to exceed $250 million in the aggregate and may extend the maturity date up to two times. Advances under the unsecured revolving credit facility accrue interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.1%, or (ii) SOFR plus a margin that ranges from 0.69% to 1.1%. Actual margins under either election will be based on our senior debt credit ratings. At October 31, 2022, no amounts were outstanding under the unsecured revolving credit facility. We paid no interest on the unsecured revolving credit facility during the three months ended October 31, 2022. 2019 Secured Facility. On February 19, 2019, a subsidiary of Intuit entered into a secured revolving credit facility with a lender to fund a portion of our loans to qualified small businesses (the 2019 Secured Facility). The 2019 Secured Facility is secured by cash and receivables of the subsidiary and is non-recourse to Intuit Inc. We have entered into several amendments to this facility, most recently on July 18, 2022, primarily to increase the facility limit, extend the commitment term and maturity date and update the benchmark interest rate. Under the amended 2019 Secured Facility, the facility limit is $500 million, of which $300 million is committed and $200 million is uncommitted. Advances accrue interest at adjusted daily simple SOFR plus 1.5%. Unused portions of the committed credit facility accrue interest at a rate ranging from 0.25% to 0.75%, depending on the total unused committed balance. The commitment term is through July 18, 2025, and the final maturity date is July 20, 2026. The agreement includes certain affirmative and negative covenants, including financial covenants that require the subsidiary to maintain specified financial ratios. As of October 31, 2022, we were compliant with all required covenants. At October 31, 2022, $300 million was outstanding under the 2019 Secured Facility and the weighted-average interest rate was 4.65%, which includes the interest on the unused committed portion. The outstanding balance is secured by cash and receivables of the subsidiary totaling $782 million. Interest on the 2019 Secured Facility is payable monthly. We paid $2 million of interest on this secured revolving credit facility during the three months ended October 31, 2022 and an immaterial amount during the three months ended October 31, 2021. 2022 Secured Facility. On October 12, 2022, another subsidiary of Intuit entered into a secured revolving credit facility with a lender to fund a portion of our loans to qualified small businesses (the 2022 Secured Facility). The 2022 Secured Facility is secured by cash and receivables of the subsidiary and is non-recourse to Intuit Inc. Under the agreement, the facility limit is $500 million, of which $150 million is committed and $350 million is uncommitted. Advances accrue interest at SOFR plus 1.3%. Unused portions of the committed credit facility accrue interest at a rate ranging from 0.2% to 0.4%, depending on the total unused committed balance. The commitment term is through October 12, 2024, and the final maturity date is October 13, 2025. The agreement includes certain affirmative and negative covenants, including financial covenants that require the subsidiary to maintain specified financial ratios. As of October 31, 2022, we were compliant with all required covenants. At October 31, 2022, no amounts were outstanding under the 2022 Secured Facility. We paid no interest on this secured revolving credit facility during the three months ended October 31, 2022. (In millions)October 31,2022July 31,2022Executive deferred compensation plan liabilities$152 $147 Accrued settlement for state attorneys general141 141 Current portion of operating lease liabilities86 84 Sales, property, and other taxes50 40 Reserve for returns and credits25 25 Interest payable20 11 Amounts due for share repurchases19 10 Current portion of dividend payable14 12 Merchant and consumer payments processing reserves11 21 Income taxes payable7 8 Reserve for promotional discounts and rebates5 6 Other59 74 Total other current liabilities$589 $579 (In millions)OperatingLeases (1)Fiscal year ending July 31,2023 (excluding the three months ended October 31, 2022)$37 2024107 202594 202676 202768 Thereafter337 Total future minimum lease payments719 Less imputed interest(103)Present value of lease liabilities$616 We recorded an $8 million tax benefit on a pretax income of $32 million for the three months ended October 31, 2022. Excluding discrete tax items primarily related to share-based compensation tax benefits including those mentioned above, our effective tax rate was approximately 25%. 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. Intuit’s Board of Directors has authorized a series of common stock repurchase programs. Shares of common stock repurchased under these programs become treasury shares. During the three months ended October 31, 2022, we repurchased a total of 1.2 million shares for $519 million under these programs. Included in this amount were $19 million of repurchases which occurred in late October 2022 and settled in early November 2022. On August 19, 2022, our Board approved an increase in the authorization under the existing stock repurchase program under which we are authorized to repurchase up to an additional $2 billion of our common stock. At October 31, 2022, we had authorization from our Board of Directors to expend up to $3.0 billion for stock repurchases. Future stock repurchases under the current program are at the discretion of management, and authorization of future stock repurchase programs is subject to the final determination of our Board of Directors. (Shares in thousands)SharesAvailablefor GrantBalance at July 31, 202226,260 Restricted stock units granted (1)(1,051)Options granted— Share-based awards canceled/forfeited/expired (1) (2)1,556 Balance at October 31, 202226,765 (1)RSUs granted from the pool of shares available for grant under our 2005 Equity Incentive Plan reduce the pool by 2.3 shares for each share granted. RSUs forfeited and returned to the pool of shares available for grant under the 2005 Equity Incentive Plan increase the pool by 2.3 shares for each share forfeited. (Shares in thousands)Numberof SharesWeightedAverageGrant DateFair ValueNonvested at July 31, 202211,467 $413.32 Granted457 434.39 Vested(688)359.72 Forfeited(370)265.76 Nonvested at October 31, 202210,866 $422.62 Options Outstanding(Shares in thousands)Numberof SharesWeightedAverageExercisePricePer ShareBalance at July 31, 20222,292 $289.62 Granted— — Exercised(83)230.71 Canceled or expired(7)447.85 Balance at October 31, 20222,202 $291.31 Exercisable at October 31, 20221,414 $214.71 On November 1, 2021, we acquired Mailchimp in a business combination. Mailchimp is part of our Small Business & Self-Employed segment and its revenue is primarily included within Online Services in the revenue disaggregation below. We have included the results of operations of Mailchimp in our condensed consolidated statements of operations from the date of acquisition. 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 QuickBooks offerings include financial and business management online services and desktop software, payroll solutions, time tracking, merchant payment processing solutions, and financing for small businesses. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.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.Credit Karma: This segment serves consumers with a personal finance platform that provides personalized recommendations of credit card, home, auto and personal loans, and insurance products; online savings and checking accounts through an FDIC member bank partner; and access to their credit scores and reports, credit and identity monitoring, credit report dispute, and data-driven resources. Our Mint offering is a personal finance offering which helps customers track their finances and daily financial behaviors.ProTax: 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, and ProConnect Tax Online in the U.S., and ProFile and ProTax Online in Canada. The accounting policies of our reportable segments are the same as those described in the summary of significant accounting policies in Note 1 to the financial statements in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended July 31, 2022 and in Note 1, "Description of Business and Summary of Significant Accounting Policies – Significant Accounting Policies" in this Quarterly Report on Form 10-Q. Except for goodwill and purchased intangible assets, we do not generally track assets by reportable segment and, consequently, we do not disclose total assets by reportable segment. Three Months Ended(In millions)October 31,2022October 31,2021Net revenue:Small Business & Self-Employed$1,988 $1,443 Consumer150 120 Credit Karma425 418 ProTax34 26 Total net revenue$2,597 $2,007 Operating income (loss):Small Business & Self-Employed$1,179 $921 Consumer11 (11)Credit Karma94 169 ProTax(6)(11)Total segment operating income1,278 1,068 Unallocated corporate items:Share-based compensation expense(422)(280)Other corporate expenses(618)(525)Amortization of acquired technology(41)(15)Amortization of other acquired intangible assets(121)(53)Total unallocated corporate items(1,202)(873)Total operating income$76 $195 Three Months Ended(In millions)October 31,2022October 31,2021Net revenue:QuickBooks Online Accounting$668 $519 Online Services681 326 Total Online Ecosystem1,349 845 QuickBooks Desktop Accounting312 267 Desktop Services and Supplies327 331 Total Desktop Ecosystem639 598 Small Business & Self-Employed1,988 1,443 Consumer150 120 Credit Karma425 418 ProTax34 26 Total net revenue$2,597 $2,007 • 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. 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 QuickBooks offerings include financial and business management online services and desktop software, payroll solutions, time tracking, merchant payment processing solutions, and financing for small businesses. Our Mailchimp offerings include e-commerce, marketing automation, and customer relationship management.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.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 through an FDIC member bank partner; and access to their credit scores and reports, credit and identity monitoring, credit report dispute, and data-driven resources. Our Mint offering is a personal finance offering which helps customers track their finances and daily financial behaviors.ProTax: 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, and ProConnect Tax Online in the U.S., and ProFile and ProTax Online in Canada. •Incorporating Experts: One of the biggest problems our customers face is lack of confidence. Even with current advances in technology that deliver personalized tools and insights, many customers want to connect with a real person to help give them the confidence they are making the right decision. By bringing experts onto our platform we can solve this massive problem for customers. The power of our virtual expert platform allows us to scale the intelligence of our products, elevating experts to advisors and delivering big benefits for customers. •Revolutionizing speed to benefit: When customers use our products and services, we use the power of data-driven customer insights to help deliver value instantly and aim to make interactions with our offerings frictionless, without the need for customers to manually enter data. We are accelerating the application of AI and investing in decentralized technologies such as blockchain and cryptocurrency, with a goal to revolutionize the customer experience and help customers put more money in their pockets faster. This priority is foundational across our business, and execution against it positions us to succeed with our other four strategic priorities. •Unlocking smart money decisions: We are creating a comprehensive, self-driving financial platform that propels our members forward wherever they are on their financial journey, so our members can understand their financial picture, make smart financial decisions, and stick to their financial plan in the near and long term. •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. Total net revenue for the first quarter of fiscal 2023 increased $590 million or 29% compared with the same quarter of fiscal 2022. Our Small Business & Self-Employed segment revenue increased during the quarter primarily due to growth in our Online Ecosystem revenue, which included $264 million of revenue from Mailchimp. Revenue for our Credit Karma segment increased $7 million in the first quarter of fiscal 2023 compared to the same quarter of fiscal 2022, primarily due to growth in our credit card vertical which was partially offset by decreases in our personal loan, home loan, auto insurance, and auto loan verticals. Revenue in our Consumer and ProTax segments was seasonally light, consistent with the same quarter of fiscal 2022. See “Segment Results” later in this Item 2 for more information about the results for all of our reportable segments. Operating income decreased $119 million for the first quarter of fiscal 2023 compared to the same quarter of fiscal 2022. The decrease in operating income was due to increases in expenses for staffing, share-based compensation, marketing, and amortization of other acquired intangible assets, partially offset by the increases in revenue described above. See "Cost of Revenue" and “Operating Expenses” later in this Item 2 for more information. 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. Total international net revenue was approximately 10% for the three months ended October 31, 2022, and 6% for the three months ended October 31, 2021. On August 1, 2022, we renamed our ProConnect segment as the ProTax segment. This segment continues to serve professional accountants. 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. We include expenses such as corporate selling and marketing, product development, general and administrative, and non-employment related legal and litigation settlement costs, which are not allocated to specific segments, in unallocated corporate items as part of other corporate expenses. For our Credit Karma reportable segment, 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, goodwill and intangible asset impairment charges, and professional fees and transaction charges related to business combinations. These unallocated corporate items for all segments totaled $1.2 billion in the first three months of fiscal 2023 and $873 million in the first three months of fiscal 2022. Unallocated corporate items increased in the fiscal 2023 period due to increases in share-based compensation expense, amortization of other acquired intangible assets, general and administrative expense, amortization of acquired technology, product development, and selling and marketing expense. See Note 12 to the condensed consolidated 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. (Dollars in millions)Q1FY23Q1FY22%ChangeProduct revenue$406 $378 7 %Service and other revenue1,582 1,065 49 %Total segment revenue$1,988 $1,443 38 %% of total revenue77 %72 %Segment operating income$1,179 $921 28 %% of related revenue59 %64 % (Dollars in millions)Q1FY23Q1FY22%ChangeNet revenue:QuickBooks Online Accounting$668 $519 29 %Online Services681 326 109 %Total Online Ecosystem1,349 845 60 %QuickBooks Desktop Accounting312 267 17 %Desktop Services and Supplies327 331 (1)%Total Desktop Ecosystem639 598 7 %Total Small Business & Self-Employed$1,988 $1,443 38 % (Dollars in millions)Q1FY23Q1FY22%ChangeProduct revenue$7 $7 — %Service and other revenue143 113 27 %Total segment revenue$150 $120 25 %% of total revenue6 %6 %Segment operating income (loss)$11 $(11)NM% of related revenue7 %(9)% (Dollars in millions)Q1FY23Q1FY22%ChangeProduct revenue$— $— N/AService and other revenue425 418 2 %Total segment revenue$425 $418 2 %% of total revenue16 %21 %Segment operating income$94 $169 (44)%% of related revenue22 %40 % (Dollars in millions)Q1FY23Q1FY22%ChangeProduct revenue$14 $12 17 %Service and other revenue20 14 43 %Total segment revenue$34 $26 31 %% of total revenue1 %1 %Segment operating loss$(6)$(11)(45)%% of related revenue(18)%(42)% Cost of Revenue(Dollars in millions)Q1FY23% ofRelatedRevenueQ1FY22% ofRelatedRevenueCost of product revenue$15 4 %$15 4 %Cost of service and other revenue620 29 %387 24 %Amortization of acquired technology41 n/a15 n/aTotal cost of revenue$676 26 %$417 21 % Operating Expenses(Dollars in millions)Q1FY23% ofTotalNetRevenueQ1FY22% ofTotalNetRevenueSelling and marketing$795 31 %$550 27 %Research and development625 24 %530 26 %General and administrative304 12 %262 13 %Amortization of other acquired intangible assets121 5 %53 3 %Total operating expenses$1,845 71 %$1,395 70 % Total operating expenses as a percentage of total net revenue increased slightly in the first quarter of fiscal 2023 compared to the same period of fiscal 2022. Total net revenue for the first quarter of fiscal 2023 increased $590 million or 29% due to the increases in revenue described above, while total operating expenses for the quarter increased $450 million or 32%. Total operating expenses increased $147 million for staffing due to higher headcount, $103 million for marketing, $83 million for share-based compensation, and $68 million for amortization of other acquired intangible assets, which was primarily related to Mailchimp. We recorded an $8 million tax benefit on a pretax income of $32 million for the three months ended October 31, 2022. Excluding discrete tax items primarily related to share-based compensation tax benefits including those mentioned above, our effective tax rate was approximately 25%. 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. At October 31, 2022, our cash, cash equivalents and investments totaled $2.7 billion, a decrease of $557 million from July 31, 2022 due to the factors discussed under “Statements of Cash Flows” below. Our primary sources of liquidity have been cash from operations, which entails the collection of accounts receivable for products and services, the issuance of senior unsecured notes, and borrowings under our credit facilities. Our primary uses of cash have been for research and development programs, selling and marketing activities, capital projects, acquisitions of businesses, debt service costs and debt repayment, repurchases of our common stock under our stock repurchase programs, and the payment of cash dividends. As discussed in “Executive Overview – Industry Trends and Seasonality” earlier in this Item 2, our business is subject to significant seasonality. The balance of our cash, cash equivalents, and investments generally fluctuates with that seasonal pattern. We believe the seasonality of our business is likely to continue in the future. Three Months Ended(Dollars in millions)October 31,2022October 31,2021$ChangeNet cash provided by (used in):Operating activities$328 $145 $183 Investing activities(256)796 (1,052)Financing activities(913)(786)(127)Effect of exchange rates on cash, cash equivalents, restricted cash, and restricted cash equivalents(16)(2)(14)Net increase (decrease) in cash, cash equivalents, restricted cash, and restricted cash equivalents$(857)$153 $(1,010) Our primary sources and uses of cash were as follows:Three Months EndedOctober 31, 2022October 31, 2021 Sources of cash:• Operations• Net sales and maturities of corporate and customer fund investments• Issuance of common stock under employee stock plans Uses of cash:• Repurchases of shares of our common stock• Payment of accrued bonuses for fiscal 2022• Payment of cash dividends and dividend rights• Capital expenditures• Net originations of term loans to small businesses Sources of cash:• Operations• Issuance of common stock under employee stock plans Uses of cash:• Repurchases of shares of our common stock• Payment of accrued bonuses for fiscal 2021• Payment of cash dividends and dividend rights• Capital expenditures• Net originations of term loans to small businesses Under the 2021 Credit Facility we may, subject to certain customary conditions including lender approval, on one or more occasions increase commitments under the unsecured revolving credit facility in an amount not to exceed $250 million in the aggregate and may extend the maturity date up to two times. Advances under the unsecured revolving credit facility accrue interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0% to 0.1%, or (ii) the Secured Overnight Finance Rate (SOFR) plus a margin that ranges from 0.69% to 1.1%. Actual margins under either election will be based on our senior debt credit ratings. At October 31, 2022, no amounts were outstanding under the unsecured revolving credit facility. We monitor counterparty risk associated with the institutional lenders that are providing the credit facility. On November 1, 2021, we borrowed the full $4.7 billion under the unsecured term loan to fund a portion of the cash consideration for the acquisition of Mailchimp. Under this agreement we may, subject to certain customary conditions, on one or more occasions increase commitments under the term loan in an amount not to exceed $400 million in the aggregate. The term loan accrues interest at rates that are equal to, at our election, either (i) the alternate base rate plus a margin that ranges from 0.0%to 0.125% or (ii) SOFR plus a margin that range from 0.625% to 1.125%. Actual margins under either election are based on our senior debt credit ratings. At October 31, 2022, $4.7 billion was outstanding under the term loan. •The complexity of resuming operations in our offices under a hybrid workplace model may adversely impact the productivity, health and well-being of our workforce and exacerbate security and execution risks that could cause us to lose the confidence of our customers and government agencies and harm our revenues and earnings. •Potential disruption of services on which we rely to deliver our services to our customers, such as our third-party customer success partners and financial institutions, could prevent us or our service providers from delivering critical services to our customers or accepting and fulfilling customer orders, any of which could materially and adversely affect our business or reputation. •if customers or partners of the divested business do not receive the same level of service from the new owners, our other businesses may be adversely affected, to the extent that these customers or partners also purchase other products offered by us or otherwise conduct business with our retained business. The online tax preparation, payroll, payments, lending, marketing automation and personal financial management industries have been experiencing an increasing amount of fraudulent activities by malicious third parties, and those fraudulent activities are becoming increasingly sophisticated. Although we do not believe that any of this activity is uniquely targeted at our products or businesses, this type of fraudulent activity may adversely impact our tax, payroll, payments, lending, marketing automation and personal financial management businesses, and the risk is heightened when our workforce is working from home. In addition to any losses that may result from such fraud, which may be substantial, a loss of confidence by our customers or by governmental agencies in our ability to prevent fraudulent activity may seriously harm our business and damage our brand. If we cannot adequately combat such fraudulent activity, governmental authorities may refuse to allow us to continue to offer the affected services, or these services may otherwise be adversely impacted, which could include federal or state tax authorities refusing to allow us to process our customers’ tax returns electronically, resulting in a significant adverse impact on our earnings and revenue. As fraudulent activities become more pervasive and increasingly sophisticated, and fraud detection and prevention measures must become correspondingly more complex to combat them across the various industries in which we operate, we may implement risk control mechanisms that could make it more difficult for legitimate customers to obtain and use our products, which could result in lost revenue and negatively impact our earnings. Our customers rely on the accuracy of our offerings. All of our tax products and many of our non-tax products have rigid development timetables that increase the risk of errors in our products and the risk of launch delays. Our tax preparation software product development cycle is particularly challenging due to the need to incorporate unpredictable and potentially late tax law and tax form changes each year and because our customers expect high levels of accuracy and a timely launch of these products to prepare and file their taxes by the tax filing deadline. Due to the complexity of our products and the condensed development cycles under which we operate, our products may contain errors that could unexpectedly interfere with the operation of the software or result in incorrect calculations. The complexity of the tax laws on which our products are based may also make it difficult for us to consistently deliver offerings that contain the features, functionality and level of accuracy that our customers expect. When we encounter problems we may be required to modify our code, work with state tax administrators to communicate with affected customers, assist customers with amendments, distribute patches to customers who have already purchased the product and recall or repackage existing product inventory in our distribution channels. If we encounter development challenges or discover errors in our products either late in our development cycle or after release it may cause us to delay our product launch date or suspend product availability until such issues can be fixed. Any major defects, launch delays or product suspensions may lead to loss of customers and revenue, negative publicity, customer and employee dissatisfaction, reduced retailer shelf space and promotions, and increased operating expenses, such as inventory replacement costs, legal fees or other payments, including those resulting from our accuracy guarantee in our tax preparation products. For example, an error in our tax products could cause a compliance error for taxpayers, including the over or underpayment of their federal or state tax liability. While our accuracy guarantee commits us to reimburse penalties and interest paid by customers due solely to calculation errors in our tax preparation products, such errors may result in additional burdens on third parties that we may need to address or that may cause us to suspend the availability of our products until such errors are addressed. This could also affect our reputation, the willingness of customers to use our products, and our financial results. Further, as we develop our platform to connect people to experts, such as connecting TurboTax customers with tax experts through our TurboTax Live offering, or connecting QuickBooks customers with bookkeepers through our QuickBooks Live offering, we face the risk that these experts may provide advice that is erroneous, ineffective or otherwise unsuitable. Any such deficiency in the advice given by these experts may cause harm to our customers, a loss of customer confidence in our offerings or harm to our reputation or financial results. Moreover, as we continue to •different or more restrictive privacy, data protection, data localization, and other laws that could require us to make changes to our products, services and operations, such as mandating that certain types of data collected in a particular country be stored and/or processed within that country; Adverse macroeconomic conditions, and perceptions or expectations about current or future conditions, such as inflation, slowing growth, rising interest rates, rising unemployment and recession, could negatively affect our business and financial condition. These macroeconomic conditions or global events, such as the Russia-Ukraine war, have caused, and could, in the future, cause disruptions and volatility in global financial markets, increased rates of default and bankruptcy, decreases in consumer and small business spending and other unforeseen consequences. It is difficult to predict the impact of such events on our partners, customers, members, or economic markets more broadly, which have been and will continue to be highly dependent upon the actions of governments and businesses in response to macroeconomic events, and the effectiveness of those actions. For example, in response to increasing inflation, the U.S. Federal Reserve began to raise interest rates in March 2022 and signaled it expects additional rate increases in the future. Moreover, because the majority of our revenue is derived from sales within the U.S., economic conditions in the U.S. have an even greater impact on us than companies with a more diverse international presence. Macroeconomic conditions, and perceptions or expectations about current or future conditions, could cause potential new customers not to purchase or to delay purchasing our products and services, and could cause our existing customers to discontinue purchasing or delay upgrades of our existing products and services. In addition, financial institution partners have decreased or suspended their activity on Credit Karma’s platform and may continue to do so, and increased interest rates may make offers from Credit Karma’s financial institution partners less attractive to Credit Karma's members. Members may decrease their engagement on the platform or their creditworthiness could be negatively impacted, reducing members' ability to qualify for credit cards and loans. Decreased consumer spending levels could also reduce payment processing volumes causing reductions in our payments revenue. High unemployment has caused, and could in the future cause, a significant decrease in the number of tax returns filed, which may have a significant effect on the number of tax returns we prepare and file. In addition, weakness in the end-user consumer and small business markets could negatively affect the cash flow of our distributors and resellers who could, in turn, delay paying their obligations to us, which could increase our credit risk exposure and cause delays in our recognition of revenue or future sales to these customers. Adverse economic conditions may also increase the costs of operating our business, including vendor, supplier and workforce expenses. Any of the foregoing could harm our business and negatively impact our future financial results. PeriodTotal Numberof SharesPurchasedAveragePrice Paidper ShareTotal Numberof SharesPurchasedas Part ofPubliclyAnnouncedPlansApproximateDollar Valueof SharesThat May YetBe PurchasedUnderthe PlansAugust 1, 2022 through August 31, 2022208,012 $460.52 208,012 $3,417,229,090 September 1, 2022 through September 30, 2022497,899 $416.96 497,899 $3,209,626,056 October 1, 2022 through October 31, 2022531,887 $405.13 531,887 $2,994,143,613 Total1,237,798 $419.20 1,237,798 Note: On August 20, 2021, our Board approved an increased authorization under our existing stock repurchase program to purchase up to an additional $2 billion of our common stock. On August 19, 2022, our Board approved an additional increase in the authorization under the existing stock repurchase program under which we are authorized to repurchase up to an additional $2 billion of our common stock. All of the shares repurchased during the three months ended October 31, 2022 were purchased under this plan. At October 31, 2022, authorization from our Board of Directors to expend up to $3.0 billion remained available under the plans. ExhibitNumberExhibit DescriptionFiledHerewithIncorporated byReference31.01Certification of Chief Executive OfficerX31.02Certification of Chief Financial OfficerX32.01*Section 1350 Certification (Chief Executive Officer)X32.02*Section 1350 Certification (Chief Financial Officer)X101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL documentX101.SCHXBRL Taxonomy Extension SchemaX101.CALXBRL Taxonomy Extension Calculation LinkbaseX101.LABXBRL Taxonomy Extension Label LinkbaseX101.PREXBRL Taxonomy Extension Presentation LinkbaseX101.DEFXBRL Taxonomy Extension Definition LinkbaseX104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)X More