
	17

~~Contingencies~~

We are subject to the possibility of various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when it is probable that an asset has been impaired or a liability has been incurred and the amount of loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted and whether new accruals are required.

Results of Operations

The following table sets forth, for the periods indicated, certain items in our condensed consolidated income statements ~~of operations~~ expressed as a percentage of revenue.

	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	October 24,		October 26,		October 24,		October 26,		October 30,		October 24,		October 30,		October 24,
	2004		2003		2004		2003		2005		2004		2005		2004


Revenue		100.0%		100.0%		100.0%		100.0%		100.0%		100.0%		100.0%		100.0%
Cost of revenue		67.7		72.4		68.4		71.1		60.9		67.7		62.4		68.4
Gross profit		32.3		27.6		31.6		28.9		39.1		32.3		37.6		31.6
Operating expenses:
Research and development		17.0		15.0		17.4		14.7		15.1		17.0		14.9		17.4
Sales, general and administrative		9.7		8.7		10.3		9.1		9.3		9.7		8.9		10.3
In-process research and development		0.0		0.7		0.0		0.2
Settlement costs										2.4		-		0.8		-
Total operating expenses		26.7		24.4		27.7		24.0		26.8		26.7		24.6		27.7
Operating income		5.6		3.2		3.9		4.9		12.3		5.6		13.0		3.9
Interest and other income, net		0.7		0.6		0.6		0.5		1.0		0.7		0.9		0.6
Convertible debenture redemption expense		0.0		(2.7)		0.0		(1.0)
Income before income tax expense		6.3		1.1		4.5		4.4		13.3		6.3		13.9		4.5
Income tax expense (benefit)		1.3		(0.2)		0.9		0.7
Income tax expense										2.1		1.3		2.2		0.9
Net income		5.0%		1.3%		3.6%		3.7%		11.2%		5.0%		11.7 %		3.6%

Three and Nine Months Ended October ~~24, 2004~~30, 2005 and October ~~26, 2003~~24, 2004

Revenue

During the ~~second~~first quarter of fiscal ~~2005,~~2006, we ~~began reporting three~~reorganized our operating segments to bring all major product groups in line with our strategy to position ourselves as the worldwide leader in programmable graphics processor technologies. We now report financial information for four product-line operating ~~segments:~~segments to our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, as follows: the GPU ~~business,~~Business, which is composed of products that support desktop PCs, notebook PCs and professional workstations; the MCP ~~business,~~Business, which is composed of NVIDIA nForce ~~products and Xbox~~ products; ~~and~~ the WMP ~~business,~~Business, which ~~is comprised of products that support~~supports handheld personal digital assistants, cellular phones and ~~cellular phones.~~other handheld devices; and the Consumer Electronics Business, which is composed of revenue from our contractual arrangements with SCE for the development of their PlayStation3, revenue from sales of our Xbox-related products, revenue from our license agreement with Microsoft relating to the successor product to their initial Xbox gaming console, the Xbox360, and related devices, and digital media processor products. Please refer to Note ~~11of~~10 of the Notes to Condensed Consolidated Financial Statements for further information.

Revenue was $583.4 million for the third quarter of fiscal 2006 and $515.6 million for the third quarter of fiscal 2005, ~~and $486.1 million for the third quarter of fiscal 2004,~~ which ~~represented~~represents an increase of 6%13.2%. ~~This revenue increase~~Revenue was primarily due to increased sales of our NVIDIA Quadro workstation products, increased memory sales and increased sales of our handheld products, offset by decreases in sales of our Xbox and NVIDIA nForce products and a net decrease in sales of our desktop GPU products. The increase in sales of our NVIDIA Quadro workstation products in$1.74 billion for the ~~third quarter~~first nine months of fiscal 2005 when compared to the third quarter of fiscal 2004 was primarily due to unit sales volume increases. The increase in memory sales in the third quarter of fiscal 2005 when compared to the third quarter of fiscal 2004 was a result of the alignment of our memory sales wit h increased shipments of our GeForce 6 products during the quarter. The increase in handheld sales in the third quarter of fiscal 2005 when compared to the third quarter of fiscal 2004 was primarily due to sales of our GoForce 4000 WMPs. Sales of our desktop GPU products decreased slightly in the third quarter of fiscal 2005 when compared to the third quarter of fiscal 2004. This slight decrease in desktop GPU products was the result of a decline in sales of our older desktop GPU products, which was not quite offset by the increase in sales of our newer GeForce 6 GPU products. Sales of our NVIDIA nForce products also decreased slightly in the third quarter of fiscal 2005 when compared to the third quarter of fiscal 2004. This slight decrease in NVIDIA nForce sales was a result of a significant increase in sales of our NVIDIA nForce3 products that was more than offset by a decline in sales of our older NVIDIA nForce12006 and NVIDIA nForce2 products. Sales of our Xbox products have historically fluctuated based on the timing of orders from Microsoft Corporation, or Microsoft. Sales to Microsoft were slightly lower in the third quarter of fiscal 2005 when compared to the third quarter of fiscal 2004.


	18

~~Revenue increased by 7% to~~ $1.44 billion for the first nine months of fiscal 2005, ~~compared~~which represents an increase of 20.7%. A discussion of our revenue results for each of our operating segments is as follows:

GPU Business

GPU Business revenue was $427.6 million for the third quarter of fiscal 2006 and $298.4 million for the third quarter of fiscal 2005, which represents an increase of 43.3%. The revenue increase was the result of increased sales within all of the GPU Business’ product groups. Desktop product revenue increased due to ~~$1.35~~significant increases in unit sales volume of mainstream and high-end products, and increased average selling prices for mainstream desktop products, offset by a decrease in average selling prices for high-end desktop products. Mobile product revenue increased as a result of the increased mix of GeForce 6-based and GeForce 7-based mobile products, which also resulted in an increase in our average selling prices. Workstation revenue increased due to an increase in sales of our GeForce 6-based and GeForce 7-based products, offset by decreases in sales volume of other workstation products.

GPU Business revenue increased by 27.1% to $1.22 billion for the first nine months of fiscal ~~2004. This revenue~~2006 compared to $962.2 million for the first nine months of fiscal 2005. The increase was ~~primarily due to~~the result of increased sales of our GeForce 6 and GeForce 7 families of desktop GPUs that serve the high-end segment. In addition, sales of our NVIDIA Quadro workstation products and mobile products continued to improve due to an increased ~~memory sales, increased sales~~mix of ~~our handheld~~GeForce 6-based and GeForce 7-based products, ~~and increased sales of our notebook GPU products, offset by decreases~~which resulted in ~~sales of our Xbox and NVIDIA nForce products. The~~an increase in ~~sales~~average selling prices.

MCP Business

MCP Business revenue was $90.3 million for the third quarter of ~~our NVIDIA Quadro workstation products in~~fiscal 2006 and $45.2 million for the third quarter of fiscal 2005, which represents an increase of 99.8%. MCP Business revenue increased by 110.0% to $238.0 million for the first nine months of fiscal ~~2005 when~~2006 compared to $113.3 million for the first nine months of fiscal ~~2004 was~~2005. The overall increase in MCP Business revenue is primarily due to ~~unit~~increased sales ~~volume increases. The~~of NVIDIA nForce4 products, which we began selling during the fourth quarter of fiscal 2005. This increase was offset by a decrease in ~~memory~~ sales inof NVIDIA nForce3 and NVIDIA nForce2 products.

WMP Business

WMP Business revenue was $23.2 million for the third quarter of fiscal 2006 and $11.1 million for the third quarter of fiscal 2005, which represents an increase of 109.1%. WMP Business revenue increased by 50.7% to $33.1 million for the first nine months of fiscal ~~2005 when~~2006 compared to $22.0 million for the first nine months of fiscal ~~2004 was~~2005. The overall increase in WMP Business revenue is due to an increase in unit sales volume of high-end feature phone products and revenue recognized as a result of a development contract.

Consumer Electronics Business

Consumer Electronics Business revenue was $9.9 million for the ~~alignment~~third quarter of ~~memory sales with incr eased shipments~~fiscal 2006 and $109.2 million for the third quarter of ~~our GeForce 6 products during the period. The increase in handheld sales in~~fiscal 2005, which represents a decrease of 90.9%. Consumer Electronics Business revenue decreased by 31.9% to $149.6 million for the first nine months of fiscal ~~2005 when~~2006 compared to $219.7 million for the first nine months of fiscal ~~2004 was primarily due to~~2005. The decrease in our acquisition of MediaQ, Inc. in October 2003, which represented our initial entry into the handheld market. The slight increase in notebook GPU products in the first nine months of fiscal 2005 when compared to the first nine months of fiscal 2004 wasConsumer Electronics Business is a result of decreased and discontinued sales of our ~~GeForce FX Go notebook GPU~~Xbox-related products ~~outpacing the decline in other~~to Microsoft. During our fiscal 2004, Microsoft announced that it had entered into an agreement with one of our ~~older notebook GPU product lines during the period. The decrease in NVIDIA nForce sales during~~competitors to develop technology for future Xbox products and services. During the first ~~nine months~~quarter of fiscal 2006, Microsoft indicated that it would not order any more Xbox-related products from us after our second fiscal quarter. As a result, the second quarter of fiscal 2006 was the last quarter during which we recognized revenue from the sale of our Xbox-related products to Microsoft. During fiscal 2006, we recognized revenue from our contractual arrangements with SCE for the development of its PlayStation3. No such revenue was recognized during our fiscal 2005 ~~when compared to~~as our definitive agreement with SCE was not executed until the first ~~nine months~~quarter of fiscal 2004 was a result of a significant increase in sales of our NVIDIA nForce3 products that was more than offset by a decline in sales of our older NVIDIA nForce1 and NVIDIA nForce2 products. Sales of our Xbox products have historically fluctuated based on the timing of orders from Mi crosoft. Sales to Microsoft were slightly lower in the first nine months of fiscal 2005 when compared to the first nine months of fiscal 2004.2006.

Consolidated Revenue

Revenue from sales to customers outside of the United States and other Americas accounted for ~~64%~~90% and 67% of ~~total~~ revenue for the third quarter of fiscal 2006 and 2005, ~~and 67% for the third quarter of fiscal 2004.~~respectively. Revenue from sales to customers outside of the United States and other Americas accounted for ~~70%~~83% and 74% of ~~total~~ revenue for the first nine months of fiscal 2006 and 2005, ~~and 73% for the first nine months of fiscal 2004.~~respectively. Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if the ~~foreign contract equipment manufacturers, or CEMs’, and add-in board and motherboard manufacturers’~~ revenue is attributable to end customers in a different location. The ~~decrease~~increase in the percentage of revenue from sales to customers outside of the United States and other Americas is primarily due to ~~increased~~decreased and discontinued sales ~~to one~~ of our ~~CEMs,~~Xbox-related products, which ~~are~~were billed to Microsoft in the United States.

Sales to Microsoft as a percentage of revenue were nil for the third quarter of fiscal 2006 and 7% of revenue for the first nine months of fiscal 2006. Our other two largest customers accounted for approximately 31% of revenue for the third quarter of fiscal 2006 and 27% of revenue for the first nine months of fiscal 2006. Sales to Microsoft accounted for approximately 21% of revenue for the third quarter of fiscal 2005 and ~~25%~~16% of revenue for the ~~third quarter~~first nine months of fiscal ~~2004.~~2005. Our other ~~three~~two largest customers accounted for approximately ~~30%~~24% of revenue for the third quarter of fiscal 2005 and ~~37% of revenue for the third quarter of fiscal 2004. Sales to Microsoft accounted for approximately 16%~~28% of revenue for the first nine months of fiscal 2005 and 18% of revenue for the first nine months of fiscal 2004. Our other three largest customers accounted for approximately 36% of revenue for the first nine months of fiscal 2005 and 42% of revenue for the first nine months of fiscal 2004.2005.

During the fourth quarter of fiscal 2005, we expect Xbox revenue to decrease significantly due to a seasonal decline in orders from Microsoft. We believe that we can offset this decrease with increased sales of our GeForce 6 series of GPUs and increased sales of our handheld products. In future periods, our revenue may be affected by demand for and market acceptance of our products and/or our customers’ products, our ability to successfully develop and produce our products in volume production, competitive pressures resulting in lower than expected average selling prices, and new product announcements or product introductions by our competitors.

Gross Profit

Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory provisions and shipping costs. Cost of revenue also includes development costs for license and service arrangements. Gross margin is the ratio of gross profit to revenue. Our gross margin can vary in any period depending on the mix of types of products sold.


	19

Our gross margin was ~~32.3%~~39.1% and ~~27.6%~~32.3% for the third quarter of fiscal ~~2005~~2006 and the third quarter of fiscal ~~2004,~~2005, respectively. Our gross margin was ~~31.6%~~37.6% and ~~28.9%~~31.6% for the first nine months of fiscal ~~2005 and the first nine months of fiscal 2004, respectively. Gross margins improved during the third quarter of fiscal 2005~~2006 and the first nine months of fiscal 2005, respectively. A discussion of our gross profit results for each of our operating segments is as follows:

GPU Business

The gross margin of our GPU Business increased during the third quarter and the first nine months of fiscal 2006 as compared to the same periods in the prior year as a result of three primary factors. First, during fiscal 2004 our GeForce FX series of GPU products had experienced lower gross margins than previous series of GeForce GPU products, such as the GeForce 4 series. Company-wide efforts were made to drive down costthird quarter and ~~improve gross margins and, as a result, during~~ the first nine months of fiscal 2005, ~~we were able~~primarily due to ~~improve~~the sale of our ~~gross margins. In addition, in the first nine months of fiscal 2005, we realized~~GeForce 7 series GPUs and increased sales of ~~our performance GeForce FX desktop GPU products and began shipping~~ our GeForce 6 series GPUs, which ~~are among~~collectively now account for approximately 80% of our ~~highest gross margin products. Finally,~~GPU Business revenue. In addition, revenue from our NVIDIA Quadro workstation products, which typically provide the highest gross margins of any of our products, increased as a percentage of our total GPU Business revenue during the first nine months of fiscal ~~2005 when~~2006 compared to the first nine months of fiscal ~~2004. This increase in~~2005.

MCP Business

The gross margin of our ~~mix of revenue toward higher-margin products led to a positive impact of overall gross margin~~MCP Business increased during the third quarter ~~of fiscal 2005~~ and the first nine months of fiscal ~~2005.~~

In the future, we could be subject to excess or obsolete inventories and be required to take additional write-downs if growth slows or if we incorrectly forecast product demand. A reduction in demand and market acceptance of our products and/or our customers’ products could also negatively impact our gross margins. We remain intensely focused on driving down cost and improving gross margins. We expect margins to continue to improve throughout the year2006 as ~~the GeForce 6 series becomes an increasing portion of our business.~~

~~Operating Expenses~~

~~Research and Development~~. Research and development expenses consist of salaries and benefits, cost of development tools and software, cost of new product development, consultant costs and other expenses such as facilities and equipment costs. Research and development expenses increased by $14.8 million, or 20%, from the third quarter of fiscal 2004compared to the third quarter ~~of fiscal 2005 primarily due to an $8.2 million increase related to additional personnel, a $1.7 million increase in depreciation charges primarily related to purchases of new research~~ and development emulation equipment and intangible assets, a $3.8 million increase in new product development costs, and a $1.1 million increa se in other expenses, such as travel and entertainment, facilities and legal fees, during the period. Research and development expenses increased by $53.1 million, or 27%, from the first nine months of fiscal 2004 to the first nine months of fiscal 2005 primarily due to ~~a $27.6 million increase related to additional personnel, a $13.9 million~~the increase in ~~depreciation charges primarily related~~revenue from sales of our NVIDIA nForce3 and NVIDIA nForce4 products, which to ~~purchases~~date have experienced higher gross margins than our previous generations of new research and development emulation equipment and intangible assets, a $7.9 million increase in new product development costs, a $2.3 million increase in facility expenses and a $1.4 million increase in other expenses, such as travel and entertainment, and legal fees, during the period.

NVIDIA nForce products.

~~Sales, General and Administrative~~ WMP Business~~. Sales, general and administrative expenses consist primarily~~

The gross margin of salaries, commissions and bonuses, promotional tradeshow and advertising expenses, marketing development expenses, travel and entertainment expenses, legal and accounting expenses and other expenses. Sales, general and administrative expensesour WMP Business increased ~~$7.9 million, or 19%, from~~during the third quarter ~~of fiscal 2004 to the third quarter of fiscal 2005 primarily due to a $4.1 million increase related to 82 additional personnel primarily in sales~~ and marketing, $2.7 million increase in advertising, marketing development and travel and entertainment expenses related to the launch of our new GeForce 6 products, a $1.5 million increase related to legal, tax and accounting fees, and $400,000 overall decrease in other general administrative activities. Sales, general and administrative expenses increased $25.3 million, or 21%, from the first nine months of fiscal ~~2004~~2006 as compared to the third quarter and the first nine months of fiscal 2005 primarily due to ~~an $18.0~~the inventory write-off in the third quarter of fiscal 2005 of certain handheld products.

Consumer Electronics Business

The gross margin of our Consumer Electronics Business increased during the third quarter and the first nine months of fiscal 2006 as compared to the third quarter and the first nine months of fiscal 2005 primarily due to the reduction of die costs for Xbox-related products, and the recognition of revenue from our contractual arrangements with SCE for the development of its PlayStation3.

Consolidated Gross Margin

The improvement in our gross margin reflects our continuing focus on delivering cost effective product architectures, enhancing business processes and driving profitable growth. We expect that our gross margin will be approximately 39% to 40% during the fourth quarter of fiscal 2006.

Operating Expenses

Research and Development

	Three Months Ended											Nine Months Ended
	Oct. 30,			Oct. 24,			$			%		Oct. 30,			Oct. 24,			$			%
	2005			2004			Change			Change		2005			2004			Change			Change
	(in millions)
Research and Development:
Salaries and related benefits	$	51.7		$	44.2		$	7.5			17%	$	150.6		$	128.4		$	22.2			17%
Computer software and lab equipment		11.9			10.0			1.9			19%		34.3			30.5			3.8			12%
New product development		6.6			9.3			(2.7	)		(29%)		22.0			22.0			0.0			0%
Facility expense		8.0			8.0			0.0			0%		24.1			23.5			0.6			3%
Depreciation and amortization		14.5			14.4			0.1			1%		43.2			42.0			1.2			3%
License and development project costs		(7.5	)		-			(7.5	)		-		(21.8	)		-			(21.8	)		-
Other		2.7			2.0			0.7			35%		7.3			4.7			2.6			55%
Total	$	87.9		$	87.9		$	0.0			-	$	259.7		$	251.1		$	8.6			3%
Research and development as a percentage of net revenue		15.1	%		17.0	%							14.9	%		17.4	%

Research and development expenses were $87.9 million in both the third quarter of fiscal 2006 and the third quarter of fiscal 2005. Within the total of research and development expense, we experienced a $7.5 million increase in ~~advertising, marketing~~salaries and benefits related to 335 additional personnel and a $1.9 million increase in computer software and lab equipment. These increases were offset by an increase of $7.5 million in license and development project costs, primarily related to development costs related to our collaboration with SCE and other engineering costs related to a different development contract that are classified as cost of revenue in our condensed consolidated income statement or were capitalized on our condensed consolidated balance sheet and will be expensed on a percentage of completion basis. Neither of these development projects were in effect during the third quarter of fiscal 2005. New product development decreased $2.7 million due to a decrease in product tape-outs.

Research and development expenses were $259.7 million and $251.1 million for the first nine months of fiscal 2006 and fiscal 2005, respectively, an increase of $8.6 million, or 3%. This increase was primarily due to a $22.2 million increase in salaries and benefits related to 335 additional personnel, and a $3.8 million increase in computer software and lab equipment. Other expenses increased $2.6 million primarily due to travel and ~~entertainment~~other employee related expenses related to ~~the launch~~expansion of our ~~new GeForce 6~~international sites. These increases were offset by an increase of $21.8 million in license and development project costs, primarily related to development costs related to our collaboration with SCE and other engineering costs related to a different development contract that are classified as cost of revenue in our condensed consolidated income statement or were capitalized on our condensed consolidated balance sheet and will be expensed on a percentage of completion basis. Neither of these development projects were in effect during the first nine months of fiscal 2005.

We anticipate that we will continue to devote substantial resources to research and development, and we expect these expenses to increase in absolute dollars in the foreseeable future due to the increased complexity and the greater number of products under development.

Sales, General and Administrative

	Three Months Ended											Nine Months Ended
	Oct. 30,			Oct. 24,			$			%		Oct. 30,			Oct. 24,			$			%
	2005			2004			Change			Change		2005			2004			Change			Change
	(in millions)
Sales, General and Administrative:
Salaries and related benefits	$	28.0		$	24.1		$	3.9			16%	$	82.3		$	69.4		$	12.9			19%
Advertising and promotions		6.6			10.2			(3.6	)		(35%)		20.3			33.9			(13.6	)		(40%)
Legal and accounting fees		5.9			3.7			2.2			59%		14.5			7.8			6.7			86%
Facility expense		3.0			2.3			0.7			30%		9.2			6.8			2.4			35%
Depreciation and amortization		8.1			8.7			(0.6	)		(7%)		24.4			26.5			(2.1	)		(8%)
Other		2.9			1.1			1.8			(164%)		3.6			3.8			(0.2)			(5%)
Total	$	54.5		$	50.1		$	4.4			9%	$	154.3		$	148.2		$	6.1			4%
Sales, general and administrative as a percentage of net revenue		9.3	%		9.7	%							8.9	%		10.3	%

Sales, general and administrative expenses were $54.5 million and $50.1 million in the third quarter of fiscal 2006 and fiscal 2005, respectively, an increase of $4.4 million, or 9%. This increase was primarily due to a ~~$12.3~~$3.9 million increase related to 95 additional personnel, ~~primarily in sales and marketing,~~ and a ~~$2.6~~$2.2 million increase in ~~depreciation charges~~legal expenses primarily ~~related~~due to ~~purchases of office equipment during fiscal 2004.~~3dfx Interactive, Inc., or 3dfx, and American Video Graphics, or AVG, litigation activity. These increases were offset by a ~~$3.7~~$3.6 million decrease in ~~computer software equipment,~~advertising and promotions, primarily associated with a reduction in certain marketing programs, trade show expenses and advertising during the third quarter of fiscal 2006 compared to the third quarter of fiscal 2005.

Sales, general and administrative expenses were $154.3 million and $148.2 million for the first nine months of fiscal 2006 and fiscal 2005, respectively, an increase of $6.1 million, or 4%. This increase was primarily due to a $12.9 million increase related to 95 additional personnel, a $6.7 million increase in legal expenses primarily due to certain insurance reimbursements that were received during the first nine months of fiscal 2005 and increased litigation activity related to 3dfx and AVG, and a $2.4 million ~~decrease~~increase in ~~legal fees related~~facilities expense due primarily to ~~resolution~~the expansion of ~~the Microsoft arbitration and shareholder lawsuits, tax and accounting fees, and~~our international sites. These increases were offset by a ~~$1.5~~$13.6 million decrease in ~~other~~advertising and promotions, primarily associated with a reduction in certain marketing programs, trade show expenses and advertising during the first nine months of fiscal 2006 compared to the first nine months of fiscal 2005. In addition, deprecation and amortization decreased $2.1 million primarily due to the end of the estimated useful life of some intangible assets that occurred during the fourth quarter of fiscal 2005.

We expect sales, general and administrative ~~activities.~~expenses to continue to increase in absolute dollars as we continue to support our operations and global business expansion efforts, expand our sales, launch our new products, and protect our business interests.

Settlement Costs

Settlement costs were $14.2 million for the three and nine months ending October 30, 2005. The settlement costs are associated with two litigation matters, 3dfx and AVG. Neither of these cases is finally settled and each is subject to judicial review and the completion of appropriate procedures and documents. However, based on the developments in each case, we have concluded that a loss is probable and that we can reasonably estimate the amount of loss. Please refer to Note 11 of the Notes to Condensed Consolidated Financial Statements for further information.

Interest Income and Interest Expense

Interest income consists of interest earned on cash, cash equivalents and marketable securities. Interest income ~~decreased $2.0~~was $5.4 million ~~from $4.6 million to~~and $2.6 million ~~from~~in the third quarter of fiscal ~~2004 to the third quarter~~2006 and fiscal 2005, respectively, an increase of ~~fiscal 2005.~~$2.8 million. Interest income ~~decreased $7.8~~was $14.1 million ~~from $16.0 million to~~and $8.2 million ~~from~~for the first nine months of fiscal ~~2004 to the first nine months~~2006 and fiscal 2005, respectively, an increase of ~~fiscal 2005. These decreases were~~$5.9 million. The increases are primarily the result of ~~lower~~higher average balances of cash, cash equivalents, and marketable securities ~~due to the redemption of our convertible subordinated debentures during the third quarter of fiscal 2004.~~and higher yields.

Interest expense consists primarily ~~consists~~ of interest incurred as a result of capital lease obligations and, prior to the redemption in the third quarter of fiscal 2004, interest on our convertible subordinated debentures. Interest expense decreased from $3.8 million in the third quarter of fiscal 2004 to $25,000 in the third quarter of fiscal 2005. Interest expense decreased $11.8 million from $11.9 million to $150,000 from the first nine months of fiscal 2004 to the first nine months of fiscal 2005. These decreases were primarily due to the redemption of our convertible subordinated debentures.obligations.


	20

~~Other Income and Other Expense, net~~

Other income and expense primarily consists of realized gains and losses on the sale of marketable securities. Other income decreased by $1.4 million from the third quarter of fiscal 2004 to the third quarter of fiscal 2005 primarily due to $2.5 million of realized gains on the sale of marketable securities during the third quarter of fiscal 2004 as a result of our liquidation of a significant portion of our marketable securities portfolio in order to obtain the cash required to redeem our convertible subordinated debentures in October 2003. This decrease was offset by a $1.0 million realized gain during the third quarter of fiscal year 2005 related to the receipt of cash and marketable securities as part of an investment exchange. Other income decreased by $2.1 million from the first nine months of fiscal 2004 to the first nine months of fiscal primarily due to $2.5 million of realized gains on the sale of marketable securities during the third quarter of fiscal 2004.

Income Taxes

We recognized income tax expense of $12.4 million and $6.5 million in the third quarter of fiscal 2006 and fiscal 2005, respectively. Income tax expense as a percentage of income before taxes, or our annual effective tax rate, was 16% for the third quarter of fiscal 2006 and 20% for the third quarter of fiscal 2005. We recognized income tax expense of $39.0 million and $13.1 million for the ~~three and~~first nine months ~~ended October 24, 2004,~~of fiscal 2006 and fiscal 2005, respectively. ~~The~~Our annual effective ~~income~~ tax rate was 16% for the ~~three and~~first nine months ~~ended October 24, 2004 was~~of fiscal 2006 and 20%~~. We recognized income tax benefit of $800,000~~ for the ~~three~~first nine months ~~ended October 26, 2003, and recognized income~~of fiscal 2005. During the second quarter of fiscal 2006, we reduced our effective tax ~~expense of $10.2 million~~rate to 16% for the ~~nine months ended October 26, 2003. The~~fiscal year from the 20% effective ~~income~~ tax rate ~~for~~used in the ~~three and nine months ended October 26, 2003 was (14.5%) and 16.8%, respectively. The effective income tax rate for the three and nine months ended October 26, 2003 was composed~~first quarter of ~~three separate rates. The $13.1 million convertible debenture redemption expense was tax affected~~fiscal 2006, primarily as a ~~benefit at a 40% rate. The $3.5 million write-off~~result of ~~in-process research and development was not tax affected and the operating~~changes in our geographic mix of income ~~was taxed at our anticipated 20% rate for fiscal 2004.~~subject to tax. Our annual effective tax rate is lower than the ~~U.S.~~United States Federal Statutory rate of 35% due primarily to income earned in lower tax jurisdictions and research and development tax credits.

The American Jobs Creation Act of 2004 was signed into law on October 22, 2004. This act provides a special one-time dividends received deduction on the repatriation of certain foreign earnings to a United States taxpayer. We are currently in the process of evaluating whether or not, and to what extent, if any, this provision may benefit NVIDIA. We expect to complete such evaluation before the end of our fiscal year 2006. The range of possible amounts that we are considering for repatriation under this provision is between zero and $500 million. The range of income tax expense we would recognize if we repatriate earnings in this range is expected to be between zero and $27 million.

Liquidity and Capital Resources

As of October ~~24, 2004,~~30, 2005, we had ~~$587.9~~$786.2 million in cash, cash equivalents and marketable securities, ~~a decrease~~an increase of ~~$16.2~~$116.2 million from $670.0 million at the end of fiscal ~~2004.~~2005. Our portfolio of cash equivalents and marketable securities is managed by several financial institutions. Our investment policy requires the purchase of top-tier investment grade securities, the diversification of asset type and certain limits on our portfolio duration.

Operating activities generated cash of ~~$33.0~~$221.0 million and ~~$50.6~~$33.0 million during the first nine months of fiscal ~~2005~~2006 and fiscal ~~2004,~~2005, respectively. ~~Net cash provided by~~Cash flows from operating activities ~~during~~for the first nine months of fiscal ~~2005 was~~2006 were derived primarily from our net income of $204.5 million, and a decrease of $30.7 million in our inventories on our condensed consolidated balance sheet. Offsetting these increases is an increase in our accounts receivable of $55.6 million, primarily due to ~~$52.3 million~~the decreased linearity of ~~net income and~~sales during the third quarter of fiscal 2006, which resulted in a ~~$77.7 million increase accounts payable related to the timing of payments made to our suppliers offset by a $63.3 million increase in inventory caused by a ramp-up in production~~higher percentage of our ~~new GeForce 6 products and a $122.0 million increase~~shipments in ~~accounts receivable primarily related to increased sales during~~ the last month of the quarter when compared to the fourth quarter of fiscal 2005, and a decrease of our accounts payable of $62.5 million primarily due to the difference in timing of when payments were made to vendors in the third quarter of fiscal 2006 compared to the fourth quarter of fiscal 2005.

Cash used in investing activities has consisted primarily of investments in marketable securities and purchases of property and equipment, which include leasehold improvements for our facilities, and intangible assets. Investing activities used cash of ~~$93.4~~$31.1 million during the first nine months of fiscal ~~2005 compared to cash provided of $108.9 million during the first nine months of fiscal 2004.~~2006. Net cash used by investing activities during the first nine months of fiscal ~~2005~~2006 was primarily due to ~~$44.1~~$56.2 million of cash used for capital expenditures, including purchases of new research and development equipment, hardware equipment, technology licenses, software and intangible assets, offset by $34.8 million of net ~~purchases~~sales of marketable securities. In addition, we used ~~$49.3~~cash of $9.7 million ~~for capital expenditures primarily attributable~~related to ~~purchases of leasehold improvements for our new data center at our headquarters campus, new research and development emulation equipment, technology licenses, software and inta ngible assets.~~investments in two private companies. We expect to spend approximately ~~$15.0~~$15 million to ~~$25.0~~$25 million for capital expenditures during the remainder of fiscal ~~2005,~~2006, primarily for purchases of software licenses, emulation equipment, ~~computer~~computers and engineering workstations. In addition, we may ~~continue to~~ use cash in connection with the acquisition of new businesses or assets.

Financing activities ~~provided~~used cash of ~~$2.7~~$34.1 million during the first nine months of fiscal ~~2005~~2006, primarily ~~from $30.8~~as a result of $138.5 million of cash used in our stock repurchase program, offset by $104.7 million derived from common stock issued under employee stock ~~plans, offset by $24.6 million related to our stock repurchase program.~~plans.


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Stock Repurchase Program

On August 9, 2004 we announced that our Board of Directors, or the Board, had authorized a stock repurchase program ~~under which we may purchase up~~ to ~~$300.0 million~~repurchase shares of our common stock, over a three year period through August 2007. The repurchases will be made in the open market or in privately negotiated transactions, from time to time, in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, subject to ~~market conditions, applicable legal requirements~~certain specifications, up to an aggregate maximum amount of $300.0 million. As part of our share repurchase program, we have entered into and ~~other factors. Our~~we may continue to enter into structured share repurchase transactions with financial institutions. These agreements generally require that we make an up-front payment in exchange for the right to receive a fixed number of shares of our common stock upon execution of the agreement, and an incremental number of shares of our common stock, within a minimum and a maximum, at the end of the term of the agreement. During the third quarter of fiscal 2006, we repurchased 1.3 million shares of our common stock for $40.0 million under a structured share repurchase transaction, which we recorded on the trade date of the transaction. Through the end of the third quarter of fiscal 2006, we have repurchased 7.2 million shares under our stock repurchase program does not obligate us to acquire any particular amount of common stock and may be suspended at any time at our discretion. The repurchases will be funded from our available working capital. To date, we have repurchased 2.1 million shares for a total cost of approximately ~~$24.6~~$163.1 million.

Operating Capital and Capital Expenditure Requirements

WeExcept for the situation described in the “American Jobs Creation Act of 2004” section below, we believe that our existing cash balances and anticipated cash flows from operations will be sufficient to meet our operating, acquisition and capital requirements for at least the next 12 months. ~~However, there is no assurance that~~If we ~~will not~~were to need ~~to raise~~ additional equity or debt financing, ~~within this time frame. Additional financing~~it may not be available on favorable terms or at all and may be dilutive to our then-current stockholders. We also may require additional capital for other purposes not presently contemplated. If we are unable to obtain sufficient capital, we could be required to curtail capital equipment purchases or research and development expenditures, which could harm our business. Factors that could affect our cash used or generated from operations and, as a result, our need to seek ~~additio nal~~additional borrowings or capital include:

decreased demand and market acceptance for our products and/or our customers’ products;
· ~~decreased demand and market acceptance for our products and/or our customers’~~inability to successfully develop, and produce in volume, our next-generation products;
competitive pressures resulting in lower than expected average selling prices; and
new product announcements or product introductions by our competitors.
·   ~~inability to successfully develop and produce in volume production our next-generation products;~~
·   ~~competitive pressures resulting in lower than expected average selling prices; and~~
·   ~~new product announcements or product introductions by our competitors.~~

For additional factors see ~~"Business Risks - Our operating results are unpredictable and may fluctuate, and if our operating results are below~~ the ~~expectations of securities analysts or investors our stock price could decline."~~

section entitled “Business Risks.”

Other key factors that could affect our liquidity include:

American Jobs Creation Act of 2004

The American Jobs Creation Act of 2004 was signed into law on October 22, 2004. This act provides a special one-time dividends received deduction on the repatriation of certain foreign earnings to a United States taxpayer. We are currently in the process of evaluating whether or not, and to what extent, if any, this provision may benefit NVIDIA. We expect to complete such evaluation before the end of our fiscal year 2006. The range of possible amounts that we are considering for repatriation under this provision is between zero and $500 million. We may need to acquire additional capital as a result of any decision that we may make to repatriate foreign earnings. As such, we may seek to borrow such capital prior to the end of our fiscal 2006.

Shelf Registration Statement

In December 2003, we filed a Form S-3 with the Securities and Exchange Commission, or SEC, under their ~~"shelf"~~“shelf” registration process. This shelf registration was declared effective by the SEC on March 25, 2004. Under this shelf registration process, we may sell common stock, preferred stock, debt securities, warrants, stock purchase contracts and/or stock purchase units in one or more offerings up to a total dollar amount of $500.0 million. Unless otherwise indicated in the applicable prospectus supplement, we intend to use the proceeds for working capital and general corporate purposes. In particular, we expect to incur significant operating expenses in connection with:

continuing to develop our technology;
hiring additional personnel;
expanding our sales and marketing organization and activities;
acquiring complementary technologies, assets or businesses; and
capital expenditures.

·	~~continuing to develop our technology;~~

·	~~hiring additional personnel;~~

·	~~expanding our sales and marketing organization and activities;~~

·	~~acquiring complementary technologies, assets or businesses; and~~

·	~~capital expenditures.~~

3dfx Asset Purchase

The 3dfx asset purchase closed on April 18, 2001. Under the terms of the Asset Purchase Agreement, the cash consideration due at the closing was $70.0 million, less $15.0 million that was loaned to 3dfx pursuant to a Credit Agreement dated December 15, 2000. The Asset Purchase Agreement also provided, subject to the other provisions thereof, that if 3dfx properly certified that all its debts and other liabilities had been provided for, then we would have been obligated to pay 3dfx two million shares of NVIDIA common stock. If 3dfx could not make such a certification, but instead properly certified that its debts and liabilities could be satisfied for less than $25.0 million, then 3dfx could have elected to receive a cash payment equal to the amount of such debts and liabilities and a reduced number of shares of our common stock, with such reduction calculated by dividing the cash payment by $25.00 per share. If 3dfx could not certify that all of its debts and liabilities had been provided for, or could not be satisfied, for less than $25.0 million, we would not be obligated under the agreement to pay any additional consideration for the assets. ~~We are currently party~~In October 2002, 3dfx filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Northern District of California. In March 2003, we were served with a complaint filed by the Trustee appointed by the Bankruptcy Court which sought, among other things, payments from us as additional purchase price related to ~~litigation relating to~~our purchase of certain ~~aspects~~assets of 3dfx. In early November 2005, after many months of mediation, NVIDIA and the Official Committee of Unsecured Creditors of 3dfx reached a conditional settlement of the ~~asset~~Trustee’s claims against NVIDIA. This conditional settlement, which will be subject to the review and approval of the Bankruptcy Court, calls for a payment of approximately $30.6 million to the 3dfx estate. Under the settlement, $5.6 million relates to various administrative expenses and Trustee fees, and $25.0 million relates to the satisfaction of debts and liabilities owed to the general unsecured creditors of 3dfx. As such, during the three months ended October 30, 2005, we recorded $5.6 million as a charge to settlement costs and $25.0 million as additional purchase ~~and 3dfx’s subsequent bankruptcy in October 2002.~~price for 3dfx. Please see Part ~~II,~~I, Item 1, ~~“Legal Proceedings”~~Note 11, “Litigation” for further information regarding this litigation.


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Contractual Obligations

As of October ~~24, 2004,~~30, 2005, our outstanding inventory purchase obligations ~~have increased~~decreased to ~~$359.3~~approximately $349 million from ~~$213.3~~approximately $457 million as of January ~~25, 2004~~30, 2005, primarily due to a decrease in purchase orders ~~for~~from the ramping of our ~~new~~ GeForce 6 series of ~~GPUs.~~GPUs in the fourth quarter of fiscal 2005. There were no other material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the year ended January ~~25, 2004.~~30, 2005. Please see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report on Form 10-K for the year ended January ~~25, 2004.~~30, 2005 for a description of our contractual obligations.

Recent Accounting Pronouncements

In ~~January 2003,~~December 2004, the Financial Accounting Standards Board, or FASB, issued ~~Interpretation~~Statement of Financial Accounting Standards No. ~~46,~~123(R), or ~~FIN 46,~~SFAS No. 123(R), ~~Consolidation of Variable Interest Entities~~Share-Based Payment, which ~~addresses consolidation by business enterprises~~requires the measurement and recognition of ~~variable interest entities, or VIEs, either: (1) that do not have sufficient equity investment at risk to permit~~compensation expense for all stock-based compensation payments. In April 2005, the ~~entity to finance its activities without additional subordinated financial support, or (2) in which~~SEC delayed the equity investors lack an essential characteristic of a controlling financial interest. In December 2003, the FASB completed deliberations of proposed modifications to FIN 46, or FIN 46 (R), resulting in an effective date of ~~no later than~~SFAS No. 123(R), which is now effective for annual periods that begin after June 15, 2005. In March 2005, the SEC issued Staff Accounting Bulletin No. 107, or SAB No. 107, which includes interpretive guidance for the initial implementation of SFAS 123(R). SFAS No. 123(R) allows for either prospective recognition of compensation expense or retrospective recognition. We are currently evaluating which expense recognition method we will apply upon adoption of SFAS No. 123(R). We will implement the provisions of SFAS No. 123(R) beginning in fiscal 2007. Once adopted, the standard will have an adverse impact on our operating results.

During the first ~~interim~~quarter of fiscal 2006, we transitioned from a Black-Scholes model to a binomial model for calculating the estimated fair value of new stock-based compensation awards granted under our stock option plans. As a result of recent regulatory guidance, including SAB No. 107, and in anticipation of the impending effective date of SFAS No. 123(R), we reevaluated the assumptions we use to estimate the value of employee stock options and shares issued under our employee stock purchase plan, beginning with stock options granted and shares issued under our employee stock purchase plan in our first quarter of fiscal 2006. We determined that the use of implied volatility is expected to be more reflective of market conditions and, therefore, can reasonably be expected to be a better indicator of expected volatility than historical volatility. Additionally, in the first quarter of fiscal 2006, we began segregating options into groups for employees with relatively homogeneous exercise behavior in order to make full use of the capabilities of the binomial valuation model. As such, the expected term is based on detailed historical data about employees' exercise behavior, vesting schedules, and death and disability probabilities. We believe the resulting binomial calculation provides a more refined estimate of the fair value of our employee stock options. For our employee stock purchase plan, we decided to continue to use the Black-Scholes model to calculate the estimated fair value.

In June 2005, the FASB issued SFAS No. 154, or ~~annual period ending after March 15, 2004. The~~SFAS No. 154, Accounting Changes and Error Corrections, a replacement of APB Opinion No. 20 and FASB Statement No. 3. SFAS No. 154 applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. We will adopt SFAS 154 during the first quarter of fiscal 2007. We do not expect the adoption of ~~FIN 46(R) did not~~SFAS No. 154 to have ana material impact on our consolidated financial position, results of operations or ~~financial position.~~cash flows.

In ~~March 2004,~~June 2005, the FASB ~~approved the consensus reached on~~ratified the Emerging Issues Task ~~Force~~Force’s, or EITF’s, Issue No. ~~03-1,~~05-06, or EITF ~~03-1,~~No. 05-06, ~~The Meaning~~Determining the Amortization Period for Leasehold Improvements. EITF No. 05-06 provides that the amortization period used for leasehold improvements acquired in a business combination or purchased after the inception of ~~Other-Than-Temporary Impairment~~a lease be the shorter of (a) the useful life of the assets or (b) a term that includes required lease periods and ~~Its Application to Certain Investments.EITF 03-1 provides guidance for identifying impaired investments and new disclosure requirements for investments~~renewals that are ~~deemed to be temporarily impaired. On September 30, 2004,~~reasonably assured upon the ~~FASB issued a final staff position EITF Issue 03-1-1 that delays~~acquisition or the ~~effective date for the measurement and recognition guidance included in paragraphs 10 through 20~~purchase. The provisions of EITF ~~03-1. Quantitative~~No. 05-06 are effective on a prospective basis for leasehold improvements purchased or acquired. We adopted EITF No. 05-06 during the second quarter of fiscal 2006 and ~~qualitative disclosures required by EITF 03-1 remain effective for~~it did not have a material impact on our ~~fiscal year ending 2005. We do not believe the impact of adoption of this EITF consensus will be significant to our overall~~consolidated financial position, results of operations or ~~financial position.~~cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

We invest in a variety of financial instruments, consisting principally of investments in commercial paper, money market funds and highly liquid debt securities of corporations, municipalities and the United States government and its agencies. These investments are denominated in ~~U.S.~~United States dollars.

We account for our investment instruments in accordance with Statement of Financial Accounting Standards No. 115, or SFAS No. 115,Accounting for Certain Investments in Debt and Equity Securities. All of the cash equivalents and marketable securities are treated as ~~"available-for-sale"~~“available-for-sale” under SFAS No. 115. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part ~~t o~~to these factors, our future investment income may fall short of expectations due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our debt securities as ~~"available-for-sale,"~~“available-for-sale”, no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income, a component of stockholders’ equity, net of tax.


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Exchange Rate Risk

We consider our direct exposure to foreign exchange rate fluctuations to be minimal. Currently, sales and arrangements with third-party manufacturers ~~and subcontractors~~ provide for pricing and payment in ~~U.S.~~United States dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States’ dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers raising their prices in order to continue doing business with us. To date, we have not engaged in any currency hedging activities, although we may do so in the future. Fluctuations in currency exchange rates could harm our business in the future.

Business Risks

In addition to the risks discussed in ~~"Management's~~“Management's Discussion and Analysis of Financial Condition and Results of Operations,"” our business is subject to the risks set forth below.

Risks Related to Our Operations

Our failure to estimate customer demand properly may result in excess or obsolete inventory or, conversely, may result in inadequate inventory levels, ~~any~~either of which could adversely affect our financial results.

~~Inventory~~Our inventory purchases are based upon future demand ~~forecasts. If~~forecasts, which may not accurately predict the quantity or type of our products that our customers will want in the future. In forecasting demand, we must make multiple assumptions which may prove to be incorrect. Situations that may result in excess or obsolete inventory, which could result in write-downs of the value of our inventory and/or a forced reduction in average selling prices, and where our gross margin could be adversely affected include:

if there ~~were to be~~was a sudden and significant decrease in demand for our ~~products, or~~ products;
if there ~~were~~was a higher incidence of inventory obsolescence because of rapidly changing technology and customer ~~requirements,~~requirements;
if we ~~could be required~~fail to ~~write-down our inventory and our gross margins could be adversely affected. During the second quarter of fiscal 2005,~~estimate customer demand properly for our ~~non PCI Express mainstream desktop~~old products ~~declined significantly due in large part~~as our new products are introduced; or
if our competition were to take unexpected competitive pricing actions taken by our competition. As a result of these competitive pricing actions, we were required to reduce the average selling prices of certain of our mainstream and value desktop products and our gross margins were adversely affected. If such competitive pricing actions were to recur in the future, we could be forced to continue to reduce average selling prices or to write-down our inventory and our gross margins could be adversely affected. actions.

Conversely, if we underestimate our customers’ demand for either our old or new products, we may have inadequate manufacturing capability and may not be able to obtain sufficient inventory to fill our customers’ orders on a timely basis. IfEven if we are ~~unable~~able to increase production levels to meet customer demand, we may not be able to do so in a cost effective manner. Inability to fill our customers' orders on a timely basis could damage our ~~reputation and~~customer relationships, result in lost revenue, ~~may be negatively affected.~~cause a loss in market share or damage our reputation.

WeBecause we order materials in advance of anticipated customer ~~demand. Therefore, we have limited~~demand our ability to reduce our inventory purchase commitments quickly in response to any revenue ~~shortfalls.~~shortfalls is limited.

Substantially all of our sales are made on the basis of purchase orders rather than long-term agreements. As a result, we may commit resources to the production of products without having received advance purchase commitments from customers. Any inability to sell products to which we have devoted significant resources could harm our business. In addition, cancellation or deferral of product orders could result in our holding excess inventory, which could adversely affect our ~~profit margins~~gross margin and restrict our ability to fund operations. We may build inventories during periods of anticipated growth and in connection with selling workstation boards directly to major original equipment manufacturers, or OEMs. Additionally, because we typically sell a substantial portion of our products in the last month of each quarter and, therefore, we recognize a substantial portion of our revenue in the last month of each ~~q uarter,~~quarter, we may not be able to reduce our inventory purchase commitments in a timely manner in response to any revenue shortfalls. We could be subject to excess or obsolete inventories and be required to take corresponding inventory write-downs if growth slows or if we incorrectly forecast product demand. A reduction in demand could negatively impact our gross ~~margins~~margin and financial results.

We are dependent on key personnel and the loss of these employees could negatively impact our business.

Our performance is substantially dependent on the performance of our executive officers and key employees. None of our executive officers or employees is bound by an employment agreement, ~~and so~~meaning our relationships with our executive officers and employees are at will. We do not have ~~"key person"~~“key person” life insurance policies on any of our employees. The loss of the services of any of our executive officers, technical personnel or other key employees, particularly Jen-Hsun Huang, our President and Chief Executive Officer, would harm our business. Our success will depend on our ability to identify, hire, train and retain highly qualified technical and managerial personnel. Our failure to attract and retain the necessary technical and managerial personnel would harm our business. The integration of new executives or personnel could disrupt our ongoing operations.

Failure to achieve expected manufacturing yields for existing and/or new products would reduce our gross ~~margins.~~margin and could adversely effect our ability to compete effectively.

Semiconductor manufacturing yields are a function both of product design, which is developed largely by us, and process technology, which typically is proprietary to the manufacturer. Since low yields may result from either design or process technology failures, yield problems may not be effectively determined or resolved until an actual product exists that can be analyzed and tested to identify process sensitivities relating to the design rules that are used. As a result, yield problems may not be identified until well into the production ~~process, and resolution~~process. Resolution of yield problems ~~would require~~requires cooperation by and communication between us and the manufacturer.


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Because of our potentially limited access to wafer fabrication capacity from our manufacturers, any decrease in manufacturing yields could result in an increase in our per unit costs and force us to allocate our available product supply among our customers. This could potentially harm customer relationships, our reputation, our revenue and our gross profit. Our wafer manufacturers may be unable to achieve or maintain acceptable manufacturing yields in the future. Our inability to achieve planned yields from our wafer manufacturers ~~could harm~~would reduce our ~~business.~~gross margin. We also face the risk of product recalls or product returns resulting from design or manufacturing defects that are not discovered during the manufacturing and testing process. ~~In the event of a~~A significant number of product returns due to a defect or recall could damage our ~~business could suffer.~~reputation and result in our customers working with our competitors.

To stay competitive, we may have to invest more resources in research and ~~development.~~development than anticipated, which could increase our operating expenses and negatively impact our operating results.

If new competitors, technological advances by existing competitors or other competitive factors require us to invest significantly greater resources than anticipated in research and development efforts, our operating expenses would increase. We have substantially increased our engineering and technical resources and have ~~1,218~~1,566 full-time employees engaged in research and development as of October ~~24, 2004,~~30, 2005, compared to ~~1,012~~1,384 employees as of ~~October 26, 2003. During~~July 31, 2005. Research and development expenditures represented 15.1% and 14.9% as a percentage of revenue during the third quarter of fiscal ~~2005~~2006 and ~~fiscal 2004, research and development expenditures represented 17.0% and 15.0% as a percentage of revenue, respectively. During~~ the first nine months of fiscal ~~2005 and fiscal 2004, research and development expenditures represented 17.4% and 14.7% as a percentage of revenue,~~2006, respectively. If we are required to ~~inves t~~invest significantly greater resources than anticipated in research and development efforts without an increase in revenue, our operating results would decline. In order to remain competitive, we anticipate that we will continue to devote substantial resources to research and development, and we expect these expenses to increase in absolute dollars in the foreseeable future due to the increased complexity and the greater number of products under development. Research and development expenses are likely to fluctuate from time to time to the extent we make periodic incremental investments in research and development and these investments may be independent of our level of revenue.

Our operating expenses are relatively fixed and we may have limited ability to reduce operating expenses quickly in response to any revenue shortfalls.

~~During the third quarter of fiscal 2005 and fiscal 2004, our~~Our operating expenses, which are comprised of research and development expenses and sales, general and administrative expenses, represented ~~26.7%~~26.8% and ~~24.4% as a percentage~~24.6% of our total revenue ~~respectively. During~~during the third quarter of fiscal 2006 and the first nine months of fiscal ~~2005~~2006, respectively. Operating expenses included litigation settlement costs of $14.2 million in both the three and ~~fiscal 2004, our operating expenses represented 27.7% and 24.0% as a percentage of our total revenue, respectively. We~~nine months ending October 30, 2005. Since we typically recognize a substantial portion of our ~~revenues~~revenue in the last month of each quarter, we may not be able to adjust our operating expenses in a timely manner in response to any revenue shortfalls. If we are unable to reduce operating expenses quickly in response to any revenue shortfalls, ~~it would negatively impact~~ our financial ~~results.~~results would be negatively impacted.

Failure to transition to new manufacturing process technologies could adversely affect our ~~ability to compete effectively.~~operating results and gross margin.

Our strategy is to utilize the most advanced manufacturing process technology appropriate for our products and available from commercial third-party foundries. Use of advanced processes may have greater risk of initial yield problems and higher product cost. Manufacturing process technologies are subject to rapid change and require significant expenditures for research and development. We continuously evaluate the benefits of migrating to smaller geometry process technologies in order to improve performance and reduce costs. We currently use ~~0.15-micron,~~0.15 micron, 0.14 micron, 0.13 ~~and~~micron, 0.11 micron, and 90 nanometer process technologies for our ~~family~~families of GPUs, MCPs and WMPs. The majority of our newest GPUs, the GeForce 7 series, the GeForce 6 series, GeForce FX and the GeForce FX Go products are manufactured in ~~0.13-micron~~0.13 micron and 0.11 micron process ~~technology.~~technologies. In our family of MCPs, the nForce4 product is manufactured in 0.15 micron and 90 nanometer process technologies.

We have experienced difficulty in migrating to new manufacturing processes in the past and, consequently, have suffered reduced yields, delays in product deliveries and increased expense levels. We may face similar difficulties, delays and expenses as we continue to transition our products to smaller geometry processes. Moreover, we are dependent on our relationships with our third-party manufacturers to migrate to smaller geometry processes successfully. ~~We may continue~~The inability by us or our third-party manufacturers to ~~have difficulty migrating to new manufacturing process technologies successfully or on a timely basis. Our inability to~~effectively and efficiently transition to new manufacturing process technologies may adversely affect our operating results and ~~negatively impact~~ our gross ~~margins.~~

margin.

Our operating results are unpredictable and may fluctuate, and if our operating results are below the expectations of securities analysts or investors, the trading price of our stock ~~price~~ could decline.

Many of our revenue components fluctuate and are difficult to predict, and our operating expenses are largely independent of revenue in any particular period. It is, therefore, difficult for us to accurately forecast revenue and profits or losses. As a result, it is possible that in some quarters our operating results could be below the expectations of securities analysts or investors, which could cause the trading price of our common stock to decline, perhaps substantially. For example, on August 5, 2004, we announced that the operating results for our second quarter of fiscal 2005 included significantly lower amounts of revenue and earnings per share than had been expected by securities analysts. Our announcement was followed by a decline in the trading price of our common stock. We believe that our quarterly ~~a nd~~and annual results of operations may continue to be affected by a variety of factors that could harm our revenue, gross profit and results of operations.


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~~Factors that have affected our results of operations in the past, and could affect our results of operations in the future, include the following:~~

·	~~demand and market acceptance for our products and/or our customers’ products;~~

·	~~the successful development and volume production of our next-generation products;~~

·	~~new product announcements or product introductions by our competitors;~~

·	~~our ability to introduce new products in accordance with OEMs’ design requirements and design cycles;~~

·	~~changes in the timing of product orders due to unexpected delays in the introduction of our customers’ products;~~

·	~~fluctuations in the availability of manufacturing capacity or manufacturing yields;~~

·	~~declines in spending by corporations and consumers related to perceptions regarding an economic downturn in the U.S. and international economies;~~

·	~~competitive pressures resulting in lower than expected average selling prices;~~

·	~~product rates of return in excess of that forecasted or expected due to quality issues;~~

·	~~the rescheduling or cancellation of customer orders;~~

·	~~the loss of a key customer or the termination of a strategic relationship;~~

·	~~seasonal fluctuations associated with the PC and consumer products market;~~

·	~~substantial disruption in our suppliers’ operations, either as a result of a natural disaster, equipment failure, terrorism or other cause;~~

·	~~supply constraints for and changes in the cost of the other components incorporated into our customers’ products, including memory devices;~~

·	~~our ability to reduce the manufacturing costs of our products;~~

·	~~legal and other costs related to defending intellectual property and other types of lawsuits;~~

·	~~customer receivable bad debt write-offs;~~

·	~~costs associated with the repair and replacement of defective products;~~

·	~~unexpected inventory write-downs; and~~

·	~~introductions of enabling technologies to keep pace with faster generations of processors and controllers.~~

Any one or more of the factors discussed ~~above~~in this quarterly report or other factors could prevent us from achieving our expected future revenue or net income. Accordingly, we believe that period-to-period comparisons of our results of operations should not be relied upon as an indication of future performance. In addition, the results of any quarterly period are not necessarily indicative of results to be expected for a subsequent quarter or a full fiscal year.


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Risks Related to Our Products

~~We need to develop new products and to manage product transitions in order to succeed.~~If the adoption rate of PCI Express does not grow as anticipated, our business results could suffer.

PCI Express enables a new level of performance for high bandwidth applications like graphics and networking. Industry adoption of PCI Express was slower than we expected during fiscal 2005, has continued to be slower than we expected during the first nine months of fiscal 2006, and there is no assurance that the adoption rate will increase during the fourth quarter of fiscal 2006. If the adoption rate of PCI Express does not increase or our PCI Express compatible products do not meet consumer and/or customer demand or expectations, we may experience a decrease in revenue relative to market expectations and/or an increase in inventory.

~~Our~~

If we are unable to achieve design wins, our products may not be adopted by our target markets and customers either of which could negatively impact our financial results.

The future success of our business depends to a significant extent on our ability to ~~successfully~~ develop new competitive products for our target ~~segments. Our add-in board~~markets and ~~motherboard manufacturers,~~customers. We believe achieving design wins, which entails having our existing and future products chosen for hardware components or subassemblies designed by PC OEMs, original design manufacturers, or ODMs, and ~~major~~add-in board and motherboard manufacturers, will aid our future success. Our OEM, ODM, and add-in board and motherboard manufacturers’ customers typically introduce new system configurations as often as twice per year, typically based on spring and fall design cycles. Accordingly, when our customers are making their design decisions, our existing products must have competitive performance levels or we must timely introduce new products ~~with such performance characteristics~~ in order to be included in new system configurations. This requires that we do the following:

anticipate the features and functionality that customers and consumers will demand;
incorporate those features and functionalities into products that meet the exacting design requirements of OEMs, ODMs, and add-in board and motherboard manufacturers;
price our products competitively; and
introduce products to the market within the limited design cycle for OEMs, ODMs, and add-in board and motherboard manufacturers.

If OEMs, ODMs, and add-in board and motherboard manufacturers do not include our products in their systems, they will typically not use our products in their design systems until at least the next design configuration. Therefore, we endeavor to develop close relationships with our OEMs and ODMs in an attempt to allow us to better anticipate and address customer needs in new products so that our products will achieve design wins.

·	~~anticipate the features and functionality that consumers will demand;~~

Our ability to achieve design wins also depends in part on our ability to identify and ensure compliance with evolving industry standards. Unanticipated changes in industry standards could render our products incompatible with products developed by major hardware manufacturers and software developers, including Intel and Microsoft. Such changes would require us to invest significant time and resources to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, our ability to achieve design wins could suffer. If we are unable to achieve new design wins for existing or new customers, we may lose market share and our operating results would be negatively impacted.

Achievement of design wins may not result in the success of our products and could result in a loss of market share.

The process of being qualified for inclusion in an OEM product can be lengthy and could cause us to miss a cycle in the demand of end users for a particular product feature, which also could result in a loss of market share and harm our business. Even if we do have design wins for OEM and ODM products, we may not be able to successfully develop or introduce new products in sufficient volumes within the appropriate time to meet both the OEM, ODM, add-in board and motherboard manufacturers’ design cycles as well as other market demand. Even if we achieve a significant number of design wins, there can be no assurance that our OEM and ODM customers will actually take the design to production or that the design will be commercially successful. Furthermore, there may be changes in the timing of product orders due to unexpected delays in the introduction of our customers’ products that could negatively impact the success of our products. Any of these factors could result in a loss of market share and could negatively impact our financial results.

Our business results could be adversely affected if our product development efforts are unsuccessful.

·	~~incorporate those features and functionalities into products that meet the exacting design requirements of OEMs, ODMs, CEMs and add-in board and motherboard manufacturers;~~

·	~~price our products competitively; and~~

·	~~introduce the products to the market within the limited window for OEMs, ODMs, and add-in board and motherboard manufacturers.~~

~~As a result, we believe that significant expenditures for research and development will continue to be required~~We have in the ~~future.~~past experienced delays in the development of some new products. Any delay in the future or failure of our graphics processors or other processors to meet or exceed specifications of competitive products could materially harm our business. The success of our new product introductions will depend on ~~several~~many factors, including the following:

proper new product definition;
timely completion and introduction of new product designs;
· ~~proper new product definition;~~
the ability of Taiwan Semiconductor Manufacturing Company, or TSMC, International Business Machines Corporation, or IBM, United Microelectronics Corporation, or UMC, Chartered Semiconductor Manufacturing, or Chartered, and any additional third-party manufacturers to effectively manufacture our new products in a timely manner;
dependence on third-party subcontractors for assembly, testing and packaging of our products and in meeting product delivery schedules and maintaining product quality;
the quality of any new products;
· ~~timely completion and introduction of new product designs;~~
differentiation of new products from those of our competitors;
market acceptance of our products and our customers' products; and
availability of adequate quantity and configurations of various types of memory products.
·   ~~the ability of IBM, TSMC, UMC, Chartered and any additional third-party manufacturers to effectively manufacture our new products in a timely manner;~~
·   ~~dependence on third-party subcontractors for assembly, testing and packaging of our products and in meeting product delivery schedules and maintaining product quality;~~
·   ~~the quality of any new products;~~
·   ~~differentiation of new products from those of our competitors;~~
·   ~~market acceptance of our products and our customers' products; and~~
·   ~~availability of adequate quantity and configurations of various types of memory products.~~

A critical component of our product development effort is our partnerships with leaders in the computer aided design, or CAD, industry. We have invested significant resources to develop relationships with industry leaders, including Cadence Design ~~Systems, Inc., IKOS~~ Systems, Inc. and Synopsys, Inc., often assisting these companies in the product definition of their new products. We believe that forming these relationships and utilizing next-generation development tools to design, simulate and verify our products will help us remain at the forefront of the 3D graphics, communications and networking ~~markets~~segments and develop products that utilize leading-edge technology on a rapid basis. We believe this approach assists us in meeting the new design schedules of PC OEMs and ~~cell phone~~other manufacturers. If these ~~relationsh ips~~relationships are not successful, we may not be able to develop new products in a timely manner, which could result in a loss of market share, a decrease in revenue and a negative impact on our operating results.

In addition, our strategy includes utilizing the most advanced semiconductor process technology appropriate for our products and available from commercial third-party foundries. Use of advanced processes has in the past resulted in initial yield problems. New products that we introduce may not incorporate the features and functionality demanded by OEMs, ODMs, add-in board and motherboard manufacturers and consumers of PCs and consumer electronics. In addition, we may not successfully develop or introduce new products in sufficient volumes within the appropriate time to meet both the OEMs’ design cycles and market demand. We have in the past experienced delays in the development of some new products. Our failure to successfully develop, introduce or achieve market acceptance for new ~~digital media~~ processors would harm our business. In particular, we experienced delays in the introduction of digital media processors using our next generation technology during the first half of fiscal 2004. In addition, we expected to ramp up sales of our PCI Express products during the second quarter of fiscal 2005, but as a result of Intel Corporation’s, or Intel’s, delayed PCI Express chipset production, followed by their product recall, the performance desktop segment was impacted by stalling our customers’ production ramp of our GeForce PCX GPUs. Any such delay in the future or failure of our digital media processors or other processors to meet or exceed specifications of competitive products could materially harm our business.


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Our failure to identify new market or product opportunities or develop new products could harm our business.

As our ~~digital media~~graphics processors or other processors develop and competition increases, we anticipate that product life cycles at the high end will remain short and average selling prices will ~~continue to~~ decline. In particular, we expect average selling prices and gross margins for our ~~digital media~~ processors to decline as each product matures and as unit volume increases. As a result, we will need to introduce new products and enhancements to existing products to maintain overall average selling prices and gross margins. In order for our ~~digital media~~ processors to achieve high volumes, leading PC OEMs, ODMs, and add-in board and motherboard manufacturers must select our ~~digital media~~ processor for design into their products, and then successfully complete the designs of their products and sell them. We may be unable to ~~successf ully~~successfully identify new product opportunities or to develop and bring to market new products in a timely fashion. In addition, we cannot guarantee that new products we develop will be selected for design into PC OEMs’, ODMs’, and add-in board and motherboard manufacturers’ products, that any new designs will be successfully completed or that any new products will be sold.

As the complexity of our products and the manufacturing process for our products increases, there is an increasing risk that we will experience problems with the performance of our products and that there will be delays in the development, introduction or volume shipment of our products. We may experience difficulties related to the production of current or future products or other factors that may delay the introduction or volume sale of new products we ~~developed.~~develop. In addition, we may be unable to successfully manage the production transition risks with respect to future products. Failure to achieve any of the foregoing with respect to future ~~p roducts~~products or product enhancements could result in rapidly declining average selling prices, reduced margins and reduced demand for products or loss of market share. In addition, technologies developed by others may render our ~~digital media~~ processors non-competitive or obsolete or result in our holding excess inventory, any of which would harm our business.

~~PCI Express is central to our GPU as well as MCP strategies this fiscal year and the outcome of this strategy will impact our business.~~

PCI Express is expected to enable a new level of performance for high bandwidth applications like graphics and networking. The transition to PCI Express, which is extremely complex, is central to our GPU and MCP objectives this fiscal year. Our transition strategy includes using a PCI Express high-speed interconnect, or HSI. HSI is a complex piece of networking technology that performs high-speed bi-directional interconnect protocol conversion. Using HSI, we transformed some of our GPUs into PCI Express compatible GPUs. In February 2004, we launched a top-to-bottom family of PCI Express solutions.

In May 2004, we announced MXM, which was jointly developed by NVIDIA and leading notebook PC manufacturers in an effort to accelerate the adoption of PCI Express-based notebooks in all market segments. MXM is an open design specification that supports a wide range of graphics solutions from any GPU manufacturer, allowing system integrators flexibility for build-to-order with various graphics solutions. MXM will also serve as the primary delivery vehicle for our next generation GPUs based on the GeForce Go 6 series architecture. During the third quarter of fiscal 2005, we announced the GeForce 6600 GT, GeForce 6600 and the GeForce 6200, our first native PCI Express GPUs. In June 2004, we executed on our strategy to de~~livera full line of GPUs ready to support PCI Express chipsets.~~Our first PCI Express graphics solutions, the GeForce PCX series, are currently shipping to leading add-in-card partners, OEMs, system builders and other partners and were released for retail sale during the second quarter of fiscal 2005.~~If our PCI Express compatible products do not meet consumer and/or analysts expectations, our business could suffer.~~

We could suffer a loss of market share if our products contain significant defects.

Products as complex as those we offer may contain defects or experience failures when introduced or when new versions or enhancements to existing products are released. We have in the past discovered defects and incompatibilities with customers’ hardware in ~~certain~~some of our products and may experience delays or loss of revenue to correct any new defects or incompatibilities in the future. Errors in new products or releases after commencement of commercial shipments could result in ~~loss of market share,~~ failure to achieve market acceptance, ~~and harm our financial results.~~or loss of design wins. Our products typically go through only one verification cycle prior to beginning volume production and distribution. As a result, our products may contain defects or flaws that are undetected prior to volume production and distribution. If these defects or flaws exist and are not detected prior to volume production and distribution, we may be required to reimburse customers for costs to repair or replace the affected products in the field. We may also be required to incur additional research and development costs to find and correct the defect, which could divert the attention of our management and engineers from the development of new products. These costs could be significant and could adversely affect our business and operating results. We may also suffer a loss of reputation and/or a loss in our market share, either of which could materially harm our financial results.


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Risks Related to Our Partners and Customers

We may not be successful in developing the graphics processor required for SCE’s PlayStation3 within the time frame necessary to achieve commercial success and, even if successful, there can be no assurance that the PlayStation3 will achieve long term commercial success.

In April 2005, we finalized our definitive agreement with SCE to jointly develop a custom GPU incorporating our next-generation GeForce GPU and SCE’s system solutions in SCE’s PlayStation3. Our collaboration with SCE includes license fees and royalties for the PlayStation3 and all derivatives, including next-generation digital consumer electronics devices. In addition, we are licensing software development tools for creating shaders and advanced graphics capabilities to SCE. In fiscal 2006, we expect to recognize revenue of approximately $50 million from development, software, and license fees associated with this collaboration. Depending on the ultimate success of this next-generation platform, we expect to generate, starting in fiscal 2007, revenue ranging from $50 million to $100 million annually from license fees and royalties over the next five years, with the possibility of additional royalties for several years thereafter. We may not be successful in developing the graphics processor required for SCE’s PlayStation3 within the time frame necessary to achieve commercial success. In addition, even if the graphics processor is developed on a timely basis there can be no assurance that the PlayStation3 will achieve long term commercial success, given the intense competition in the game console market. As such, our revenue and gross margin may be adversely affected if any of these risks occur.

We may not be able to realize the potential financial or strategic benefits of business acquisitions, which could hurt our ability to grow our business, develop new products or sell our products.

In the past we have acquired and invested in other businesses that offered products, services and technologies that we believed would help expand or enhance our products and services or help expand our distribution channels. We may enter into future acquisitions of, or investments in, businesses, in order to complement or expand our current businesses or enter into a new business market. If we do consider an acquisition, strategic alliance or joint venture, the negotiations could divert management’s attention as well as other resources. For any previous or future acquisition or investment, the following risks could impair our ability to grow our business and develop new products, and ultimately, could impair our ability to sell our products, which could negatively impact our growth or our financial results:

difficulty in combining the technology, products, operations or workforce of the acquired business with our business;

disruption of our ongoing businesses;
difficulty in realizing the potential financial or strategic benefits of the transaction;
diversion of management’s attention from our business;
difficulty in maintaining uniform standards, controls, procedures and policies;
disruption of or delays in ongoing research and development efforts;
diversion of capital and other resources;
assumption of liabilities;
diversion of resources and unanticipated expenses resulting from litigation arising from potential or actual business acquisitions or investments;
difficulties in entering into new markets in which we have limited or no experience and where competitors in such markets have stronger positions; and
impairment of relationships with employees and customers, or the loss of key employees as a result of any integration of new businesses and management personnel.

In addition, the consideration for any future acquisition could be paid in cash, shares of our common stock, the issuance of convertible debt securities or a combination of cash, convertible debt and common stock. If we pay a portion of the purchase price in cash, our cash reserves would be reduced. If the consideration is paid with shares of our common stock, or convertible debentures, the holdings of existing stockholders would be diluted. We cannot forecast the number, timing or size of future acquisitions, or the effect that any such acquisitions might have on our operations or financial results.

The loss of future revenue from Microsoft will result in a reduction of our historical revenue level and operating results if we do not increase revenue from other customers.

During our fiscal 2004, Microsoft announced that it had entered into an agreement with one of our competitors to develop technology for future Xbox products and services. During the first quarter of fiscal 2006, Microsoft indicated that it would not order any more Xbox-related products from us after our second fiscal quarter. As a result, the second quarter of fiscal 2006 was the last quarter during which we recognized revenue from the sale of our Xbox-related products to Microsoft. Sales to Microsoft as a percentage of revenue were nil for the third quarter of fiscal 2006, and 21% of revenue for the third quarter of fiscal 2005. Revenue from Microsoft for the first nine months of fiscal 2006 was $118.4 million, or 7% of our total revenue. As a result of the loss of future Xbox-related revenue from Microsoft, we will need to continue to increase revenue from our other customers in order to be able to maintain our historical revenue levels and operating results. If we do not continue to replace our Xbox-related revenue with revenue from other customers, our operating results will be adversely affected.

We sell our products to a small number of customers and our business could suffer by the loss of any of these customers.

We have only a limited number of customers and our sales are highly concentrated. Sales to Microsoft as a percentage of revenue were nil for the third quarter of fiscal 2006 and 7% of revenue for the first nine months of fiscal 2006. Our other two largest customers accounted for approximately 31% of revenue for the third quarter of fiscal 2006 and 27% of revenue for the first nine months of fiscal 2006. During the first quarter of fiscal 2006, Microsoft indicated that it would not order any more Xbox-related products from us after our second fiscal quarter. As a result, the second quarter of fiscal 2006 was the last quarter during which we will recognize revenue from the sale of our Xbox-related products to Microsoft. Although a small number of our other customers represent the majority of our revenue, their end customers include a large number of OEMs and system integrators throughout the ~~world.~~world who, in many cases, specify the graphics supplier. Our sales process involves achieving key design wins with leading PC OEMs and major system builders and supporting the product design into high volume production with key CEMs, ODMs, motherboard and add-in board manufacturers. These design wins in turn influence the retail and system builder channel that is serviced by CEMs, ODMs, motherboard and add-in board manufacturers. Our distribution strategy is to work with a small number of leading independent CEMs, ODMs, motherboard manufacturers, add-in board manufacturers and ~~stocking representatives,~~distributors, each of ~~whi ch~~which has relationships with a broad range of system builders and leading PC OEMs. Currently, we sell a significant majority of our digital media processors directly to stocking representatives, CEMs, ODMs, motherboard and add-in board manufacturers, which then sell boards with our graphics processor to leading PC OEMs, retail outlets and to a large number of system builders. If we were to lose sales to our PC OEMs, CEMs, ODMs, motherboard and add-in board manufacturers and were unable to replace the lost sales with sales to different customers, or if they were to significantly reduce the number of products they order from us, our revenue may not reach or exceed the expected level in any period, which could harm our financial condition and our results of operations.

~~Difficulties in collecting accounts receivable could result in significant charges against income, which could harm our business.~~

Our accounts receivable are highly concentrated and make us vulnerable to adverse changes in our customers' businesses and to downturns in the economy and the industry. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. As of October 24, 2004 and October 26, 2003 our allowance for doubtful accounts represented 0.4% and 0.6% of revenue for each fiscal quarter, respectively. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required which could adversely affect our operating results. We may have to re cord additional reserves or write-offs in the future, which could harm our business.

We depend on foundries and independent contractors to manufacture our products and these third parties may not be able to satisfy our manufacturing requirements, which would harm our business.

We do not manufacture the semiconductor wafers used for our products and do not own or operate a wafer fabrication facility. Our products require wafers manufactured with state-of-the-art fabrication equipment and techniques. We utilize TSMC, IBM, UMC and Chartered to produce our semiconductor wafers and utilize independent subcontractors to perform assembly, testing and packaging. ~~Our wafer requirements represent a significant portion of the total production capacity at IBM.~~ We depend on these suppliers to allocate to us a portion of their manufacturing capacity sufficient to meet our needs, to produce products of acceptable quality and at acceptable manufacturing yields, and to deliver those products to us on a timely basis at acceptable prices. These manufacturers may be unable to meet our near-term or ~~long - -term~~long-term manufacturing or pricing requirements. We obtain manufacturing services on a purchase order basis. ~~TSMC, IBM, UMC, and Chartered~~The foundries we use have no obligation to provide us with any specified minimum quantities of product. TSMC, IBM, UMC and Chartered fabricate wafers for other companies, including ~~certain~~some of our competitors, and could choose to prioritize capacity for other users, reduce or eliminate deliveries to us, or increase the prices that they charge us on short notice. If we are unable to meet customer demand due to reduced or eliminated deliveries, we could lose sales to customers, which would negatively impact our revenue and our reputation. Because the lead-time needed to establish a strategic relationship with a new manufacturing partner could be several quarters, there is no readily available alternative source of supply for any specific product. In addition, the time and effort to qualify a new foundry could result in additional expense, diversion of resources or lost sales any of which would negatively impact our financial results. We believe that long-term market acceptance for our products will depend on reliable relationships with TSMC, IBM, UMC, Chartered and any other manufacturers ~~used by us~~we may use to ensure adequate product supply and competitive pricing to respond to customer demand. Any difficulties ~~like these~~with our foundries and independent contractors would harm our business.


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There can be no assurance that IBM will be able to produce wafers of acceptable quality and with acceptable manufacturing yield and deliver those wafers to us and our independent assembly and testing subcontractors on a timely basis.

During fiscal 2004, we announced that we had formed a multi-year strategic alliance under which IBM would manufacture certain GeForce GPUs. IBM began manufacturing GeForce GPUs in July 2003 at its plant in New York. Our manufacturing yields and product performance could suffer due to difficulties associated with adapting our technology and product design to the proprietary process technology and design rules of IBM. Any decrease in manufacturing yields could result in an increase in our per unit costs and force us to allocate our available product supply among our customers. This could potentially harm customer relationships as well as our revenue and gross profit. We also face the risk of product recalls or product returns resulting from design or manufacturing defects that are not discovered during the manufa cturing and testing process. In the event of a significant number of product returns due to a defect or recall, our business could suffer.

We are dependent on third parties located outside of the United States for assembly, testing and packaging of our products, which reduces our control over the delivery and quantity of our products.

Our ~~digital media~~ processors are assembled and tested primarily by Siliconware Precision Industries Company Ltd., Amkor Technology Inc., STATS ChipPAC Incorporated and Advanced Semiconductor Engineering, Inc., all of which are located outside of the United States. We do not have long-term agreements with any of these subcontractors. As a result of our dependence on third-party subcontractors for assembly, testing and packaging of our products, we do not directly control product delivery schedules or product quality. Any product shortages, quality assurance problems or political instability outside of the United States could increase the costs of manufacture, assembly or testing of our products, which could cause our gross margin to decline. Due to the amount of time typically required to qualify assemblers and testers, ~~w e~~we could experience significant delays in the shipment of our products if we are required to find alternative third parties to assemble or test our products or components. Any such delays could result in a loss of reputation or a decrease in sales to our customers.

We rely on third-party vendors to supply software development tools to us for the development of our new products and we may be unable to obtain the tools necessary to develop these products.

In the design and development of new products and product enhancements, we rely on third-party software development tools. While we currently are not dependent on any one vendor for the supply of these tools, some or all of these tools may not be readily available in the future. For example, we have experienced delays in the introduction of products in the past as a result of the inability of then available software development tools to fully simulate the complex features and functionalities of our products. The design requirements necessary to meet consumer demands for more features and greater functionality from ~~digital media~~ processors in the future may exceed the capabilities of the software development tools that are available to us. If the software development tools we use become unavailable or fail to produce ~~des igns~~designs that meet consumer demands, our business could suffer.

~~We may not be able~~Difficulties in collecting accounts receivable could result in significant charges against income and the deferral of revenue recognition from sales to ~~realize the potential~~affected customers, which could harm our operating results and financial ~~or strategic benefits of business acquisitions and that could hurt our ability to grow our business, develop new products and sell our products.~~condition.

Our accounts receivable are highly concentrated and make us vulnerable to adverse changes in our customers' businesses and to downturns in the economy and the industry. In addition, difficulties in collecting accounts receivable or the ~~past we have acquired~~loss of any significant customer could materially and ~~invested~~adversely affect our financial condition and results of operations. Accounts receivable owed by foreign customers may be difficult to collect. We maintain an allowance for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. If the financial condition of our customers were to deteriorate, resulting in other businesses that offered products, services and technologies that we believed would help expand or enhance our products and services or help expand our distribution channels. For any previous or future acquisition or investment, the following risks could impair ouran impairment of their ability to ~~grow~~make payments, additional allowances may be required and we may be required to defer revenue recognition on sales to affected customers, which could adversely affect our ~~business and develop new products and, ultimately, could impair our ability to sell our products:~~

·	~~difficulty in combining the technology, operations or workforce of the acquired business;~~

·	~~disruption of our ongoing businesses;~~

·	~~difficulty in realizing the potential financial or strategic benefits of the transaction;~~

·	~~diversion of management’s attention from our business;~~

·	~~difficulty in maintaining uniform standards, controls, procedures and policies; and~~


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·	~~possible impairment of relationships with employees and customers as a result of any integration of new businesses and management personnel.~~

In addition, the consideration for any future acquisition could be paid in cash, shares of our common stock, or a combination of cash and common stock. If the consideration is paid with our common stock, existing stockholders would be further diluted.

The impact on our future revenue by Microsoft’s announcement that it has entered into an agreement with one of our competitors to develop technology for future Xbox products and services is uncertain.

~~During fiscal 2004, Microsoft announced that it had entered into an agreement with one of our competitors to develop technology for future Xbox products and services. The impact that this announcement~~operating results. We may have to record additional reserves or write-offs and/or defer revenue on certain sales transactions in the future, which could negatively impact our future revenue from Microsoft is uncertain, but we anticipate that we will not achieve historical levels of Xbox revenue in fiscal 2006. Revenue from Microsoft during the third quarter of fiscal 2005 and fiscal 2004 accounted for 21% and 25%, respectively, of our total revenue. During the first nine months of fiscal 2005 and fiscal 2004 revenue from Microsoft accounted for 16% and 18%, respectively, of our total revenue. Revenue from Microsoft during fiscal 2004, fiscal 2003 and fiscal 2002 accounted for 15%, 23% and 9%, respectively, of our total revenue.financial results.

Provisions in our certificate of incorporation, our bylaws and our agreement with Microsoft could delay or prevent a change in control.

Our certificate of incorporation and bylaws contain provisions that could make it more difficult for a third party to acquire a majority of our outstanding voting stock. These provisions include the following:

the ability of the board of directors to create and issue preferred stock without prior stockholder approval;
the prohibition of stockholder action by written consent;
a classified board of directors; and
advance notice requirements for director nominations and stockholder proposals.

·	~~the ability of the board of directors to create and issue preferred stock without prior stockholder approval;~~

·	~~the prohibition of stockholder action by written consent;~~

·	~~a classified board of directors; and~~

·	~~advance notice requirements for director nominations and stockholder proposals.~~

On March 5, 2000, we entered into an agreement with Microsoft in which we agreed to develop and sell graphics chips and to license certain technology to Microsoft and its licensees for use in the Xbox. In the event that an individual or corporation makes an offer to purchase shares equal to or greater than 30% of the outstanding shares of our common stock, Microsoft has first and last rights of refusal to purchase the stock. The Microsoft provision and the other factors listed above could also delay or prevent a change in control of NVIDIA.

Risks Related to Our Competition

The 3D graphics, platform processor and handheld industries are highly competitive and we may be unable to compete.

The market for GPUs, MCPs and WMPs ~~for PCs and handhelds~~ is intensely competitive and is characterized by rapid technological change, evolving industry standards and declining average selling prices. We believe that the principal competitive factors in this market are performance, breadth of product offerings, access to customers and distribution channels, backward-forward software support, conformity to industry standard Application Programming Interfaces, or APIs, manufacturing capabilities, price of ~~digital media~~ processors and total system costs of add-in boards and motherboards. We believe that our ability to remain competitive will depend on how well we are able to anticipate the features and functions that customers will demand and whether we are able to deliver consistent volumes of our products at acceptable levels of quality. We expect competition to increase both from existing competitors and new market entrants with products that may be less costly than ours, or may provide better performance or additional features not provided by our products, which could harm our business. ~~For example, during the second quarter of fiscal 2005, we implemented pricing reductions on certain of our mainstream products in order to respond to our competition’s competitive pricing actions.~~

~~Our primary~~An additional significant source of competition is from companies that provide or intend to provide GPU, ~~and~~ MCP, ~~solutions for the PC~~ and WMP ~~segments.~~solutions. Some of our competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be more able to adapt to customer or technological changes. Our current competitors include the following:

suppliers of MCPs that incorporate a combination of 3D graphics, networking, audio, communications and Input/Output, or I/O, functionality as part of their existing solutions, such as ATI Technologies, Inc., or ATI, Broadcom Corporation, or Broadcom, Intel, Silicon Integrated Systems, Inc. and VIA Technologies, Inc., or VIA;
suppliers of standalone desktop GPUs that incorporate 3D graphics functionality as part of their existing solutions, such as ATI, Creative Technology, Matrox Electronics Systems Ltd. and XGI Technology, Inc.;
suppliers of standalone notebook GPUs that incorporate 3D graphics functionality as part of their existing solutions, such as ATI, Silicon Motion Corporation, and the joint venture formed by SONICblue Incorporated (formerly S3 Incorporated) and VIA; and
suppliers of WMPs for handheld devices that incorporate advanced graphics functionality as part of their existing solutions, such as ATI, Renesas Technology, Broadcom and Seiko-Epson.

·	suppliers of MCPs that incorporate 3D graphics functionality as part of their existing solutions, such as ATI Technologies, Inc., or ATI, Intel, Silicon Integrated Systems Corporation and VIA Technologies, Inc., or VIA;


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·	suppliers of desktop standalone GPUs that incorporate 3D graphics functionality as part of their existing solutions, such as ATI, Creative Technology Ltd., Matrox Electronics Systems Ltd. and XGI Technology, Inc.;

·	suppliers of notebook standalone GPUs that incorporate 3D graphics functionality as part of their existing solutions, such as ATI, Silicon Motion, Inc. and the joint venture of a division of SONICblue Incorporated (formerly S3 Incorporated) and VIA; and

·	~~suppliers of WMPs for handheld devices that incorporate advanced graphics functionality as part of their existing solutions, such as ATI, Renesas Technology, and Seiko-Epson Corporation.~~

If and to the extent we offer products outside of the PC, consumer electronics and handheld ~~segments,~~markets, we may face competition from some of our existing competitors as well as from companies with which we currently do not compete. We cannot accurately predict if we will compete successfully in any new markets we may enter.

~~Our failure to achieve one or more design wins would harm our business.~~

Our future success will depend in large part on achieving design wins, which entails having our existing and future products chosen for hardware components or subassemblies designed by PC OEMs, ODMs, and add-in board and motherboard manufacturers. Our add-in board and motherboard manufacturers and major OEM and ODM customers typically introduce new system configurations as often as twice per year, generally based on spring and fall design cycles. Accordingly, our existing products must have competitive performance levels or we must timely introduce new products with such performance characteristics in order to be included in new system configurations. Our failure to achieve one or more design wins would harm our business. The process of being qualified for inclusion in an OEM’s product can be lengthy and c ould cause us to miss a cycle in the demand of end users for a particular product feature, which also could harm our business.

Our ability to achieve design wins also depends in part on our ability to identify and ensure compliance with evolving industry standards. Unanticipated changes in industry standards could render our products incompatible with products developed by major hardware manufacturers and software developers, including Intel and Microsoft. This would require us to invest significant time and resources to redesign our products to ensure compliance with relevant standards. If our products are not in compliance with prevailing industry standards for a significant period of time, our ability to achieve design wins could suffer. If we are unable to ~~achieve~~compete in our current and any new ~~design wins for existing or new customers,~~markets, our financial results will suffer.

If Intel continues to pursue platform solutions, we may ~~lose market share~~not be able to successfully compete.

We expect substantial competition from Intel’s publicized focus on moving to selling platform solutions dominated by Intel products, such as when Intel achieved success with its Centrino platform solution. In addition to its current notebook platform initiative, we expect that Intel is now focused on developing and ~~our operating results would~~selling platform solutions for the workstation, server and desktop segments. If Intel continues to pursue these initiatives, we may not be ~~negatively impacted.~~able to successfully compete in these segments.

Risks Related to Market Conditions

We are dependent on the PC market and the rate of its growth has and may in the future have a negative impact on our business.

We derive the majority of our revenue from the sale of products for use in the desktop PC and notebook PC ~~segments,~~markets, including professional workstations. We expect to continue to derive most of our revenue from the sale or license of products for use in the desktop PC and notebook PC ~~segments~~markets in the next several years. A reduction in sales of PCs, or a reduction in the growth rate of PC sales, will reduce demand for our products. Moreover, changes in demand could be large and sudden. Since PC manufacturers often build inventories during periods of anticipated growth, they may be left with excess inventories if growth slows or if they ~~have~~ incorrectly forecast product transitions. In these cases, PC manufacturers may abruptly suspend substantially all purchases of additional inventory from suppliers like us until the ~~e xcess~~excess inventory has been absorbed.

~~Our~~If our products ~~may~~do not continue to be accepted by the PC and consumer electronics ~~segments.~~markets or if demand by the PC and consumer electronics markets for new and innovative products decreases, our business and operating results would suffer.

Our success depends in part upon continued broad adoption of our ~~digital media~~ processors for 3D graphics in PC and consumer electronics applications. The market for ~~digital media~~ processors has been characterized by unpredictable and sometimes rapid shifts in the popularity of products, often caused by the publication of competitive industry benchmark results, changes in pricing of dynamic ~~random~~random-access memory devices ~~pricing~~ and other changes in the total system cost of add-in boards, as well as by severe price competition and by frequent new technology and product introductions. Only a small number of products have achieved broad market acceptance and such market acceptance, if achieved, is difficult to sustain due to intense competition and frequent new technology and product introductions. Since the PCGPU segment is our core ~~b usiness,~~business, our business would suffer if for any reason our current or future ~~digital media~~graphics processors do not continue to achieve widespread acceptance in the PC ~~segment.~~market. If we are unable to complete the timely development of products or if we were unable to successfully and cost-effectively manufacture and deliver products that meet the requirements of the PC ~~segment,~~market, we may experience a decrease in revenue which could negatively impact our operating results. Additionally, there can be no assurance that the industry will continue to demand new products with improved standards, features or performance. If our customers and the market do not continue to demand new products with increased performance, features, functionality or standards, sales of our products could decline and our business and operating results could suffer.


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We are subject to risks associated with international operations which may harm our business.

WeA significant portion of our semiconductor wafers are manufactured, assembled, tested and packaged by third-parties located outside of the United States. Additionally, we generated ~~64%~~90% and 83% of our total revenue from sales to customers outside of the United States and other Americas for the third quarter of fiscal ~~2005~~2006 and ~~70% for~~ the first nine months of fiscal ~~2005. Revenue from sales to customers~~2006, respectively. The manufacture, assembly, test and packaging of our products outside of the United States and ~~other Americas accounted for 67% of total revenue for the third quarter of fiscal 2004 and 73% for the first nine months of fiscal 2004. Sales~~sales to these customers outside of the United States and other Americas subjects us to a number of risks associated with conducting business outside of the United States and other Americas, including, but not limited to:

international economic and political conditions;
unexpected changes in, or impositions of, legislative or regulatory requirements;
labor issues in foreign countries;
cultural differences in the ~~following:~~conduct of business;
inadequate local infrastructure;
· ~~international economic and political conditions;~~
delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers and restrictions;
transportation delays;
longer payment cycles;
· ~~unexpected changes in, or impositions of, legislative or regulatory requirements;~~
difficulty in collecting accounts receivable;
fluctuations in currency exchange rates;
imposition of additional taxes and penalties;
· ~~inadequate local infrastructure;~~
different legal standards with respect to protection of intellectual property;
the burdens of complying with a variety of foreign laws; and

other factors beyond our control, including terrorism, civil unrest, war and diseases such as severe acute respiratory syndrome, or SARS, and the Avian flu.

·	~~delays resulting from difficulty in obtaining export licenses for certain technology, tariffs, quotas and other trade barriers and restrictions;~~

·	~~transportation delays;~~

·	~~longer payment cycles;~~

·	~~increases in the U.S. dollar as compared to other currencies;~~

·	~~imposition of additional taxes and penalties;~~

·	~~the burdens of complying with a variety of foreign laws; and~~

·	other factors beyond our control, including terrorism, war and diseases such as severe acute respiratory syndrome, or SARS, and the Bird flu, which may delay the manufacture, assembly, testing and packing of our products.

If sales to any of our customers outside of the United States and other Americas are delayed or cancelled because of any of the above factors, our revenue may be negatively impacted.

We have sales offices in several international locations including Taiwan, Russia, Japan, China, Hong Kong, Korea, Germany, France and the United Kingdom. We also have a design center in Germany and one in India. Our international operations are subject to the many of the risks contained in the above list. Difficulties with our international operations, including finding appropriate staffing, may divert management’s attention and other resources any of which could negatively impact our operating results.

Currently, all of our arrangements with third-party manufacturers and subcontractors provide for pricing and payment in ~~U.S.~~United States dollars as are sales to our customers located outside of the United States and other Americas. Increases in the value of the United States’ dollar relative to other currencies would make our products more expensive, which would negatively impact our ability to compete. Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers raising their prices in order to continue doing business with us. To date, we have not engaged in any currency hedging activities, although we may do so in the future. Fluctuations in currency exchange rates could harm our business in the future.

Our failure to comply with any applicable environmental regulations could result in a range of consequences, including fines, suspension of production, excess inventory, sales limitations, and criminal and civil liabilities.

Due to environmental concerns, the need for lead-free solutions in electronic components and systems is receiving increasing attention within the semiconductor industry as companies are moving towards becoming compliant with the Restriction of Hazardous Substances Directive, or RoHS Directive. Effective July 2006, the RoHS Directive is European legislation that restricts the use of a number of substances, including lead. However, it is possible that unanticipated supply shortages or delays or excess non-compliant inventory may occur as a result of these new regulations. Failure to comply with any applicable environmental regulations could result in a range of consequences including fines, suspension of production, excess inventory, sales limitations, and criminal and civil liabilities. We believe that our products will be compliant with the RoHS Directive and that materials will be available to meet these emerging regulations.

Hostilities involving the United States and/or terrorist attacks could harm our business.

The financial, political, economic and other uncertainties following the terrorist attacks ~~upon~~on the United States in 2001 led to a weakening of the global economy. ~~Subsequent~~Similar terrorist acts and/or the threat of future outbreak or continued escalation of hostilities involving the United States and Iraq or other countries could adversely affect the growth rate of our revenue and have an adverse effect on our business, financial condition or results of operations. In addition, any escalation in these events or similar future events may disrupt our operations or those of our customers, distributors and suppliers, which could also adversely affect our business, financial condition or results of operations.

Our business is cyclical in nature and an industry downturn could harm our financial results.

Our business is directly affected by market conditions in the highly cyclical semiconductor industry, including alternating periods of overcapacity and capacity constraints, variations in manufacturing costs and yields, significant expenditures for capital equipment and product development and rapid technological change. If we are unable to respond to changes in our industry, which can be unpredictable and rapid, in an efficient and timely manner, our operating results could suffer. In particular, from time to time, the semiconductor industry has experienced significant and sometimes prolonged downturns characterized by diminished product demand and accelerated erosion of average selling prices. If we cannot take appropriate actions such as reducing our manufacturing or operating costs to sufficiently offset declines in demand during a ~~d ownturn,~~downturn, our revenue and earnings will ~~suffer during downturns.~~suffer.


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Political instability in Taiwan and in The People’s Republic of China or elsewhere could harm our business.

Because of our reliance on ~~TSMC~~foundries and ~~UMC,~~independent contractors located in Taiwan, our business may be harmed by political instability in Taiwan, including the worsening of the strained relations between The People’s Republic of China and Taiwan, or if relations between the United States and The People’s Republic of China are strained due to foreign relations events. If any of our suppliers experienced a substantial disruption in their operations, as a result of a natural disaster, political unrest, economic instability, acts of terrorism or war, equipment failure or other cause, it could harm our business.

We are exposed to fluctuations in the market values of our portfolio investments and in interest rates.

We account for our investment instruments in accordance with SFAS No. 115. All of the cash equivalents and marketable securities are treated as ~~"available-for-sale"~~“available-for-sale” under SFAS No. 115. Investments in both fixed rate and floating rate interest earning instruments carry a degree of interest rate risk. Fixed rate debt securities may have their market value adversely impacted due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Part of our portfolio includes equity investments in publicly traded companies, the value of which are subject to market price volatility. Due in part to these factors, our future investment income may fall short of expectations due to changes in interest rates or if the decline in fair value of our publicly traded ~~equi ty~~equity investments is judged to be other-than-temporary. We may suffer losses in principal if forced to sell securities that decline in market value due to changes in interest rates. However, because our debt securities are classified as ~~"available-for-sale",~~“available-for-sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity.

Our stock price may continue to experience significant short-term fluctuations.

The trading price of our common stock has fluctuated greatly. These price fluctuations have been rapid and severe. For example, on August 5, 2004, we announced that the operating results for our second quarter of fiscal 2005 included significantly lower amounts of revenue and earnings per share than had been expected by securities analysts. Our announcement was followed by a decline in the trading price of our common stock. We believe that our quarterly and annual results of operations may continue to be affected by a variety of factors that could harm our revenue, gross profit and results of ~~operations. The~~operations, any of which could impact our stock price. Additionally, the price of our common stock may continue to fluctuate greatly in the future due to factors that are non-company specific, such as the decline in the ~~U.S. economy,~~United States and/or international economies, acts of terror against the United States, war or due to a variety of company specific factors, including quarter to quarter variations in our operating results, shortfalls in revenue or earnings from levels expected by securities analysts and the other factors discussed in these risk factors.

Risks Related to Intellectual Property, Litigation and Government Action

Expensing employee stock options in future periods will materially and aversely affect our reported operating results.

Since inception, we have used stock options and our employee stock purchase program as fundamental components of our compensation packages. To date we generally have not recognized compensation cost for employee stock options or shares sold pursuant to our employee stock purchase program. We believe that these incentives directly motivate our employees and, through the use of vesting, encourage our employees to remain with us. In December 2004, the FASB issued SFAS No. 123(R), which requires the measurement and recognition of compensation expense for all stock-based compensation payments. In April 2005, the SEC delayed the effective date of SFAS No. 123(R), which is now effective for annual periods that begin after June 15, 2005. SFAS No. 123(R) requires that we record compensation expense for stock options and our employee stock purchase plan using the fair value of those awards. Expensing these incentives in future periods will materially and adversely affect our reported operating results as the stock-based compensation expense would be charged directly against our reported earnings. To the extent that SFAS No. 123(R) makes it more expensive to grant stock options or to continue to have an employee stock purchase program, we may decide to incur increased cash compensation costs. In addition, actions that we may take to reduce stock-based compensation expense may make it difficult to attract, retain and motivate employees, which could adversely affect our competitive position as well as our business and operating results.

~~While~~We are currently involved in patent litigation, which, if not resolved favorably, could require us to pay damages.

We are currently involved in patent litigation. On October 19, 2004, Opti Incorporated, or Opti, filed a complaint for patent infringement against us in the United States District Court for the Eastern District of Texas. Opti asserts that unspecified NVIDIA chipsets infringe five United States patents held by Opti. Opti seeks unspecified damages for our alleged conduct, attorneys fees and triple damages because of our alleged willful infringement of these patents. NVIDIA filed a response to this complaint in December 2004. After a case management conference in July 2005, discovery has just begun and a trial date has now been set for July 2006. A court mandated mediation is set for January 12, 2006. We believe the claims asserted against us are without merit and we will continue to defend ourselves vigorously.

In August 2004, a Texas limited partnership named American Video Graphics, LP, or AVG, filed three separate complaints for patent infringement against various corporate defendants, not including NVIDIA, in the United States District Court for the Eastern District of Texas. AVG initially asserted that each of the approximately thirty defendants sells products that infringe one or more of seven separate patents that AVG claims relate generally to graphics processing functionality. Each of the three lawsuits target a different group of defendants; one case involves approximately twenty of the leading personal computer manufacturers, the PC Makers Case, one case involves the three leading video game console makers, the Game Console Case, and one case involves approximately ten of the leading video game publishers, the Game Publishers Case. In November 2004, NVIDIA sought and was granted permission to intervene in two of the three pending AVG lawsuits, the PC Makers Case and the Game Console Case. Our complaint in intervention alleged that both the patents in suit are invalid and that, to the extent AVG’s claims target NVIDIA products, the asserted patents are not infringed. Two other leading suppliers of graphics processing products, Intel Corporation, or Intel, and ATI Technologies, Inc., or ATI, also intervened in the cases, ATI in both the PC Makers and Game Console Case, and Intel in the PC Makers Case.

On November 4, 2005, AVG and substantially all of the named defendants and intervenors, including NVIDIA, reached a settlement in principle of all pending claims; the only surviving claims will relate solely to two non-settling defendants. As part of the settlement, the defendants and intervenors have agreed to pay an undisclosed aggregate amount to AVG. In exchange, all pending claims between the settling parties will be dismissed with prejudice, and AVG will grant to all settling parties a full release of all claims for past damages and a full license for all future sales of accused products under all of AVG’s patents, including the patents in suit. In addition, as part of the settlement, all settling defendants and intervenors have agreed to fully and finally waive any claims for indemnification they may have had against any other settling party. The settlement is subject to the negotiation and execution of a definitive settlement agreement by all settling parties. The process of drafting the settlement documents is underway and we believe ~~that~~ we ~~currently have adequate internal controls over financial reporting,~~can reasonably anticipate court approval of the settlement before the end of December 2005. During the three months ended October 30, 2005, we ~~are exposed to risks from recent legislation requiring companies to evaluate those internal controls.~~accrued our share of the aggregate undisclosed settlement amount.

~~Section 404~~

Our defenses against these suits may be unsuccessful. If these cases go forward, or if other patent litigation matters involving us arise, we expect that they will result in additional legal and other costs, regardless of the Sarbanes-Oxley Act of 2004 requires our management to report on, and our independent auditors to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. This legislation is relatively new and neither companies nor accounting firms have significant experience in complying with its requirements. As a result, we expect to incur increased expense and to devote additional management resources to Section 404 compliance. In the event that our chief executive officer, chief financial officer or independent auditors determine that our internal controls over financial reporting are not effective as defined under S ection 404, investor perceptions of us mayoutcome, which could be ~~adversely effected and could cause a decline in the market price of our stock.~~substantial.


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Our industry is characterized by vigorous protection and pursuit of intellectual property rights orand positions ~~that~~which could result in ~~substantial costs to us.~~significant expense.

The semiconductor industry is characterized by vigorous protection and pursuit of intellectual property rights and positions, which ~~has~~have resulted in protracted and expensive litigation. The ~~digital media~~graphics processor industry, in particular, has been recently characterized ~~recently~~ by the aggressive pursuit of intellectual property positions, and we expect our competitors will continue to aggressively pursue intellectual property positions. The technology that we use to design and develop our products and that is incorporated into our products may be subject to claims that it infringes the patents or intellectual property rights of others. Our success is dependent on our ability to develop new products without infringing or misappropriating the intellectual property rights of others or by licensing the intellectual property of third parties. As such, we have licensed technology from third parties for the incorporation into our products, and expect to continue to pursue aggressive intellectual property positions. In addition, from time to time we receive notices or are included in legal actions alleging that we have infringed patents or other intellectual property rights owned by third parties. We expect that, as the number of issued hardware and software patents increases, and as competition in our product lines intensifies, the volume of intellectual property infringement claims may increase. If infr ingement claims are made against us, we may seek licenses under the claimants’ patents or other intellectual property rights. However, licenses may not be offered at all or on terms acceptable to us, particularly by competitors. The failure to obtain aenter into license from a third party for technology used by us could cause us to incur substantial liabilities and to suspend the manufacture of and sale of one or more products, which could reduce our revenue and harm our business. Furthermore, we may initiate claims or litigation againstagreements with third parties for ~~infringement~~future products. These licenses may result in royalty payments to third parties, the cross licensing of technology by us or payment of other consideration. If these arrangements are not concluded on commercially reasonable terms, or at all, our ~~proprietary rights or to establish the validity of~~competitive position and our ~~proprietary rights, which~~business could be costly. We have agreed to indemnify certain customers for certain claims of infringement arising out of sale of our products. If we have to initiate a claim or indemnify a customer, our operating expenses may increase which could negatively impact our operating results.suffer.

Our ability to compete will be harmed if we are unable to adequately protect our intellectual property.

We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure agreements and licensing arrangements to protect our intellectual property in the United States and internationally. We have numerous patents issued, allowed and pending in the United States and in foreign countries. Our patents and pending patent applications relate to technology used by us in connection with our products, including our ~~digital media~~ processors. We also rely on international treaties and organizations and foreign laws to protect our intellectual property. The laws of certain foreign countries in which our products are or may be manufactured or sold, including various countries in Asia, may not protect our products or intellectual property rights to the same extent as by the laws of the United States. This makes the possibility of piracy of our technology and products more likely. We continuously assess whether and where to seek formal protection for particular innovations and technologies based on such factors ~~as: the~~ as the:

commercial significance of our operations and our competitors’ operations in particular countries and regions; ~~the~~
location in which our products are manufactured;
our strategic technology or product directions in different countries; and ~~the~~
degree to which intellectual property laws exist and are meaningfully enforced in different jurisdictions.

Our pending patent applications and any future applications may not be approved. In addition, any issued patents may not provide us with competitive advantages or may be challenged by third parties. The enforcement of patents by others may harm our ability to conduct our business. Others may independently develop substantially equivalent intellectual property or otherwise gain access to our trade secrets or intellectual property. Our failure to effectively protect our intellectual property could harm our business.

Litigation to defend against alleged infringement of intellectual property rights or to enforce our intellectual property rights and the outcome of such litigation could result in substantial costs to us.

From time to time we receive notices or are included in legal actions alleging that we have infringed patents or other intellectual property rights owned by third parties. We expect that, as the number of issued hardware and software patents increases, and as competition in our product lines intensifies, the volume of intellectual property infringement claims may increase. We may become involved in future lawsuits or other legal proceedings alleging patent infringement or other intellectual property rights violations by us or by our customers that we have ~~licensed~~agreed to indemnify them for certain claims of infringement arising out of the sale of our products to these customers. In addition, litigation or other legal proceedings may be necessary to:

assert claims of infringement;

enforce our patents;
protect our trade secrets or know-how; or
determine the enforceability, scope and validity of the propriety rights of others.

If infringement claims are made against us, we may seek licenses under the claimants’ patents or other intellectual property rights. In addition, we or an indemnified customer may be required to obtain a license to a third parties’ patents or intellectual property. However, licenses may not be offered to us at all or on terms acceptable to us, particularly by competitors. If we fail to obtain a license from a third party for technology ~~from~~that we use or that is used in one of our products used by an indemnified customer, we could be subject to substantial liabilities or have to suspend or discontinue the manufacture and sale of one or more of our products either of which could reduce our revenue and harm our business. Furthermore, the indemnification of a customer may increase our operating expenses which could negatively impact our operating results.

Alternatively, we may initiate claims or litigation against third parties for ~~incorporation~~infringement of our proprietary rights or to establish the validity of our proprietary rights, which could be costly. If we have to initiate a claim, our operating expenses may increase which could negatively impact our operating results. Additionally, if one of our patents in invalidated or found to be unenforceable, we would be unable to license the patent which could result in a loss of revenue.

Regardless of the outcome, litigation or negotiations involving intellectual property rights can be very costly and can divert management’s attention from other matters. We may be unsuccessful in defending or pursuing these lawsuits or claims. An unfavorable ruling could include significant damages, invalidation of a patent or family of patents, indemnification of customers, payment of lost profits, or, when it has been sought, injunctive relief.

While we believe that we currently have adequate internal control over financial reporting, we are exposed to risks from recent legislation requiring companies to evaluate those internal controls.

Section 404 of the Sarbanes-Oxley Act of 2002 requires our ~~digital media processors,~~management to report on, and our independent registered public accounting firm to attest to, the effectiveness of our internal control structure and procedures for financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. This legislation is relatively new and neither companies nor accounting firms have significant experience in complying with its requirements. As a result, we have incurred, and expect to continue to ~~enter into license agreements for future products. These licenses may result in royalty payments~~incur increased expense and to ~~third parties,~~devote additional management resources to Section 404 compliance. In the ~~cross licensing of technology by us or payment of other con sideration. If these arrangements are not concluded on commercially reasonable terms,~~event that our ~~business could suffer.~~

~~Litigation against us~~chief executive officer, chief financial officer or our ~~customers concerning infringement would likely result in significant expense to~~independent registered public accounting firm determine that our internal control over financial reporting is not effective as defined under Section 404, investor perceptions of us ~~and divert the efforts of our technical and management personnel.~~

We are currently subject to claims of patent infringement, and we may be subject to patent infringement claims or suits brought by other parties in the future. These claims and any future lawsuits could divert our resources, including management’s attention, and result in the payment of substantial damages.

~~We are subject to changes in financial accounting standards, which may affect our reported financial results or the way we conduct business.~~

The Financial Accounting Standards Board and various federal legislative proposals have proposed changes to Accounting Principles Generally Accepted in the United States, or U.S. GAAP, that may require us to recognize compensation expense for our employee stock options. We currently use the intrinsic value method to measure compensation expense for stock-based awards to our employees. Under this method, we generally do not recognize compensation expense for an employee stock option when the exercise price of the stock option is equal to the fair market value on the date of grant. If any change to U.S. GAAP is adopted that requires us to recognize compensation expense for our employee stock options, our reported results of operations may be adversely ~~affected.~~affected and could cause a decline in the market price of our stock.


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ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

~~(i)~~~~Evaluation~~Based on their evaluation as of ~~Disclosure Controls~~October 30, 2005, our management, including our Chief Executive Officer and ~~Procedures.~~~~We maintain “disclosure~~Chief Financial Officer, have concluded that our disclosure controls and procedures~~” as such term is~~ (as defined in Rule 13a-15(e) ofunder the Securities Exchange Act of 1934, ~~(the “Exchange Act”).~~ or the Exchange Act) were effective to ensure that the material information required to be disclosed by us in this Quarterly Report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and instructions for Form 10-Q.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within ~~our Company~~NVIDIA have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of c ompliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Based on their evaluation as of October 24, 2004, our Chief Executive Officer and Chief Financial Officer have concluded that, subject to the limitations noted above, our disclosure controls and procedures were reasonably effective to ensure that the material information required to be disclosed by us in this quarterly report on Form 10-Q was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

~~(ii)~~~~Changes in Internal Controls~~. There was no change in our internal controls over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation described in Item 4(i) above that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


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PART II: OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~3dfx~~

~~On December 15, 2000, NVIDIA Corporation and one~~Please see Part I, Item 1, Note 11, “Litigation” for discussion of our indirect subsidiaries entered into an agreement to purchase certain graphics chip assets from 3dfx. The asset purchase closed on April 18, 2001. In May 2002, we were served with a complaint filed by the landlord of 3dfx’s San Jose, California commercial real estate lease. In October 2002, 3dfx filed for Chapter 11 bankruptcy protection in the United States Bankruptcy Court for the Northern District of California. In December 2002, we were served with a complaint filed by the landlord of 3dfx’s Austin, Texas commercial real estate lease. The landlords’ complaints both assert claims for, among other things, interference with contract, successor liability and fraudulent transfer. The landlords’ are seeking to recover, among other things, a mounts owed on their leases in the aggregate amount of approximately $10 million. In March 2003, we were served with a complaint filed by the Trustee appointed by the Bankruptcy Court to represent the interests of the 3dfx bankruptcy estate. The Trustee’s complaint asserts claims for, among other things, successor liability and fraudulent transfer. The Trustee’s complaint seeks additional payments from us, the amount of which has not been quantified. The landlords’ actions have been removed to the Bankruptcy Court from the Superior Court of California and consolidated with the Trustee’s action for purposes of discovery. Discovery is currently proceeding and no trial date has been set. We believe the claims asserted against us are without merit and we will continue to defend ourselves vigorously.

~~Opti Incorporated~~

On October 19, 2004, Opti Incorporated (“Opti”) filed a complaint for patent infringement against NVIDIA in the United States District Court for the Eastern District of Texas. Opti asserts that unspecified NVIDIA chipsets infringe five U.S. patents held by Opti. Opti seeks unspecified damages for our conduct, attorneys fees and triple damages for alleged willful infringement by NVIDIA. NVIDIA intends to respond to this complaint in December. We believe the claims asserted against us are without merit and we will continue to defend ourselves vigorously.

~~We are subject to other~~ legal proceedings, but we do not believe that the ultimate outcome of any of these proceedings will have a material adverse effect on our financial position or overall trends in results of operations. However, if an unfavorable ruling were to occur in any specific period, there exists the possibility of a material adverse impact on the results of operations of that period.proceedings.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~ISSUER PURCHASES OF EQUITY SECURITIES~~Issuer Purchases of Equity Securities

Period

Total Number of Shares Purchased

Average Price Paid per Share

Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs

Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)

July 26, 2004 through August 22, 2004 1,075,000 $ 10.57 1,075,000 $ 288,642,283

August 23, 2004 through September 19, 2004 819,253 $ 12.83 819,253 $ 278,133,053

September 20, 2004 through October 24, 2004 190,100 $ 14.61 190,100 $ 275,356,213

Total 2,084,353 $ 11.82 (2 ) 2,084,353


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Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs		Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (1)

August 1, 2005 through August 28, 2005		-		$ -		-	$	176,846,554

August 29, 2005 through September 25, 2005		-		$ -		-	$	176,846,554

September 26, 2005 through October 30, 2005		1,306,884 (3)		$30.61		1,306,884 (3)	$	136,846,554

Total		1,306,884		$30.61 (2)		1,306,884

(1) We have an ongoing authorization from the Board of Directors, subject to certain specifications, to repurchase shares of our common stock up to an aggregate maximum amount of $300.0 million on the open market or in negotiated transactions through August 2007.

(2) Represents average price paid per share during the third quarter of fiscal ~~2005.~~2006.

(3) As part of our share repurchase program, we have entered into and we may continue to enter into structured share repurchase transactions with financial institutions. During the third quarter of fiscal 2006, we repurchased 1.3 million shares of our common stock for $40.0 million under a structured share repurchase transaction. This transaction required that we make an up-front payment.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

At the Annual Meeting of Stockholders held on August 19, 2004, the following proposals were adopted by the margin indicated. Proxies for the Annual Meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition of management’s solicitation.

1.	~~The election of three (3) directors to serve for a three-year term until the 2007 Annual Meeting of Stockholders. The results of the voting were as follows:~~

~~a. James C. Gaither~~

~~Number of shares voted For136,914,619~~

~~Number of shares Withholding Authority~~ ~~13,461,629~~

~~b. Jen-Hsun Huang~~

~~Number of shares voted For141,365,382~~

~~Number of shares Withholding Authority~~ ~~9,010,866~~

~~c. A. Brooke Seawell~~

~~Number of shares voted For139,831,912~~

~~Number of shares Withholding Authority~~ ~~10,544,336~~

~~The other directors whose term of office as a director continued after the Annual Meeting of Stockholders are Steven Chu, Ph.D., Harvey C. Jones, William J. Miller, Tench Coxe and Mark A. Stevens.~~

2.	~~Ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditors for our fiscal year ending January 30, 2005. The results of the voting were as follows:~~

~~Number of shares voted For~~	~~146,041,003~~
~~Number of shares voted Against~~	~~739,449~~
~~Number of shares Abstaining~~	~~3,595,796~~
~~Number of Broker Non-Votes~~	0

Not applicable.

ITEM 5. OTHER INFORMATION

None.


	38

ITEM 6. EXHIBITS

Exhibit No.	Description
~~10.1#~~	~~1998 Non-Employee Directors’ Stock Option Plan (Annual Grant - Board Service), as amended.~~
~~10.2#~~	~~1998 Non-Employee Directors’ Stock Option Plan (Committee Grant - Committee Service), as amended.~~
~~10.3#~~	~~1998 Non-Employee Directors’ Stock Option Plan (Initial Grant ).~~
~~10.4#~~	~~1998 Equity Incentive Plan, as amended.~~
~~10.5#~~	~~1998 Equity Incentive Plan ISO, as amended.~~
~~10.6#~~	~~1998 Equity Incentive Plan NSO, as amended~~
~~10.7#~~	~~Certificate of Stock Option Grant~~
~~31.1~~	~~Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.~~
~~31.2~~	~~Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.~~
32.1*	~~Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.~~
32.2*	~~Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.~~

~~# Indicates management contract or compensatory plan arrangement.~~

* The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NVIDIA Corporation under the Securities Act of 1933, or the Securities Exchange Act of 1934, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.


	39

~~SIGNATURE~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on November 22, 2004.

; ~~NVIDIA Corporation~~

; ~~By:~~ ~~/s/ MARVIN D. BURKETT~~

~~&nb sp;~~ ~~Marvin D. Burkett~~

~~&nb sp;~~ ~~Chief Financial Officer~~

~~(Duly Authorized Officer and~~

~~Principal Financial and Accounting Officer)~~


	40

~~EXHIBIT INDEX~~

~~Exhibit No.~~	~~Description~~
~~10.1#~~	~~1998 Non-Employee Directors’ Stock Option Plan (Annual Grant - Board Service), as amended.~~
~~10.2#~~	~~1998 Non-Employee Directors’ Stock Option Plan (Committee Grant - Committee Service), as amended.~~
~~10.3#~~	~~1998 Non-Employee Directors’ Stock Option Plan (Initial Grant).~~
~~10.4#~~	~~1998 Equity Incentive Plan, as amended.~~
~~10.5#~~	~~1998 Equity Incentive Plan ISO, as amended.~~
~~10.6#~~	~~1998 Equity Incentive Plan NSO, as amended.~~
~~10.7#~~	~~Certificate of Stock Option Grant~~
31.1	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1*	Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
32.2*	Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.

~~# Indicates management contract~~* The certifications attached as Exhibit 32.1 and Exhibit 32.2 accompany this Quarterly Report on Form 10-Q, are not deemed filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of NVIDIA Corporation under the Securities Act of 1933, or ~~compensatory plan arrangement.~~the Securities Exchange Act of 1934, whether made before or after the date of this Form 10-Q, irrespective of any general incorporation language contained in such filing.

SIGNATURE

NVIDIA Corporation

By: /s/ MARVIN D. BURKETT

Marvin D. Burkett

Chief Financial Officer

(Duly Authorized Officer and

Principal Financial and Accounting Officer)

EXHIBIT INDEX

Exhibit No.	Description
31.1	Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
31.2	Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934, as amended.
32.1*	Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.
32.2*	Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended.


	41

Delaware	94-3177549
(State or Other Jurisdiction of	(I.R.S. Employer
Incorporation or Organization)	Identification No.)

		Page
	PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets as of October ~~24, 2004~~30, 2005 and January ~~25, 2004~~30, 2005	1
	Condensed Consolidated Statements of Income for the three and nine months ended October 30, 2005 and October 24, 2004 ~~and October 26, 2003~~	2
	Condensed Consolidated Statements of Cash Flows for the nine months ended October 30, 2005 and October 24, 2004 ~~and October 26, 2003~~	3
	Notes to Condensed Consolidated Financial Statements	4

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1216

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2327

Item 4.	Controls and Procedures	3641

	PART II: OTHER INFORMATION
Item 1.	Legal Proceedings	3743

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3743

Item 3.	Defaults Upon Senior Securities	3843

Item 4.	Submission of Matters to a Vote of Security Holders	3843

Item 5.	Other Information	3843

Item 6.	Exhibits	3944

Signature		4045

	October 24,			January 25,			October 30,			January 30,
	2004			2004			2005			2005
ASSETS
Current assets:
Cash and cash equivalents	$	156,687		$	214,422		$	364,308		$	208,512
Marketable securities		431,163			389,621			421,870			461,533
Accounts receivable, net		307,409			196,631			351,737			296,279
Inventories		297,551			234,238			284,847			315,518
Prepaid expenses and other current assets		15,080			14,539			23,949			19,819
Deferred income taxes		3,261			3,261			3,265			3,265
Total current assets		1,211,151			1,052,712			1,449,976			1,304,926

Property and equipment, net		182,198			190,029			178,505			178,955
Deposits and other assets		8,132			7,731			24,713			9,034
Goodwill		108,107			108,909			133,107			108,107
Intangible assets, net		30,068			39,963			19,207			27,514
	$	1,539,656		$	1,399,344		$	1,805,508		$	1,628,536

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable	$	262,960		$	185,342		$	179,777		$	238,223
Accrued liabilities		150,833			144,755			247,390			182,077
Current portion of capital lease obligations		1,360			4,015			-			856
Total current liabilities		415,153			334,112			427,167			421,156

Deferred income tax liabilities		8,609			8,609			20,754			20,754
Capital lease obligations, less current portion		-			856
Long-term liabilities		7,483			4,582			8,146			8,358

Stockholders’ equity:
Common stock		168			164			178			169
Additional paid-in capital		613,326			583,481			740,665			636,618
Deferred compensation								(1,943	)		(2,926	)
Treasury stock		(24,644	)		-			(162,142	)		(24,644	)
Deferred stock-based compensation		(3,442	)		(5,468	)
Accumulated other comprehensive income (loss), net		(1,502	)		850
Accumulated other comprehensive loss, net								(4,365	)		(3,463	)
Retained earnings		524,505			472,158			777,048			572,514
Total stockholders' equity		1,108,411			1,051,185			1,349,441			1,178,268
	$	1,539,656		$	1,399,344		$	1,805,508		$	1,628,536

	Three Months Ended						Nine Months Ended						Three Months Ended					Nine Months Ended
	October 24,			October 26,			October 24,			October 26,			October 30,		October 24,			October 30,			October 24,
	2004			2003			2004			2003			2005		2004			2005			2004

Revenue	$	515,591		$	486,069		$	1,443,557		$	1,350,826		$	583,415	$	515,591		$	1,742,073		$	1,443,557
Cost of revenue		348,849			351,938			987,886			960,153			355,247		348,849			1,086,218			987,886
Gross profit		166,742			134,131			455,671			390,673			228,168		166,742			655,855			455,671
Operating expenses:
Research and development		87,880			73,052			251,050			197,982			87,937		87,880			259,664			251,050
Sales, general and administrative		50,104			42,218			148,184			122,850			54,537		50,104			154,278			148,184
In-process research and development		-			3,500			-			3,500
Settlement costs														14,158		-			14,158			-
Total operating expenses		137,984			118,770			399,234			324,332			156,632		137,984			428,100			399,234
Operating income		28,758			15,361			56,437			66,341			71,536		28,758			227,755			56,437
Interest income		2,633			4,626			8,172			15,958			5,380		2,633			14,143			8,172
Interest expense		(25	)		(3,794	)		(147	)		(11,915	)		-		(25	)		(13	)		(147	)
Other income, net		983			2,428			973			3,108			766		983			1,608			973
Convertible debenture redemption expense		-			(13,068	)		-			(13,068	)
Income before income tax expense		32,349			5,553			65,435			60,424			77,682		32,349			243,493			65,435
Income tax expense (benefit)		6,470			(803	)		13,088			10,171
Income tax expense														12,429		6,470			38,959			13,088
Net income	$	25,879		$	6,356		$	52,347		$	50,253		$	65,253	$	25,879		$	204,534		$	52,347
Basic net income per share	$	0.16		$	0.04		$	0.32		$	0.31		$	0.38	$	0.16		$	1.21		$	0.32
Diluted net income per share	$	0.15		$	0.04		$	0.30		$	0.29		$	0.36	$	0.15		$	1.13		$	0.30
Shares used in basic per share computation		166,122			161,582			165,848			160,093			170,127		166,122			169,239			165,848
Shares used in diluted per share computation		172,869			173,149			176,293			171,453			183,517		172,869			181,631			176,293

	Nine Months Ended						Nine Months Ended
	October 24,			October 26,			October 30,			October 24,
	2004			2003			2005			2004
Cash flows from operating activities:
Net income	$	52,347		$	50,253		$	204,534		$	52,347
Adjustments to reconcile net income to net cash provided by operating activities:
In-process research and development		-			3,500
Write-off convertible debenture issuance costs		-			5,485
Non-cash realized gain on investment exchange		(533	)		-			(96	)		(533	)
Depreciation and amortization		71,512			58,410			74,189			71,512
Stock-based compensation		1,052			361			830			1,052
Allowance for doubtful accounts		(245	)		1,195
Bad debt expense								163			(245	)
Other								85			-
Changes in operating assets and liabilities:
Accounts receivable		(122,041	)		(61,203	)		(55,621	)		(122,041	)
Inventories		(63,313	)		(111,707	)		30,671			(63,313	)
Prepaid expenses and other current assets		(830	)		(3,513	)		(3,956	)		(830	)
Deposits and other assets		(556	)		(2,484	)		(5,995	)		(556	)
Accounts payable		77,678			100,474			(62,494	)		77,678
Accrued liabilities		17,958			9,856			38,715			17,958
Net cash provided by operating activities		33,029			50,627			221,025			33,029
Cash flows from investing activities:
Purchases of marketable securities		(222,783	)		(640,209	)		(182,531	)		(222,783	)
Sales and maturities of marketable securities		178,635			935,697			217,286			178,635
Acquisition of businesses		-			(71,303	)
Purchases of property, equipment and intangible assets		(49,284	)		(115,248	)		(56,155	)		(49,284	)
Net cash provided by (used in) investing activities		(93,432	)		108,937
Investments in non-affiliates								(9,684	)		-
Net cash used in investing activities								(31,084	)		(93,432	)
Cash flows from financing activities:
Redemption of convertible debenture		-			(300,000	)
Common stock issued under employee stock plans		30,823			29,752			104,729			30,823
Repurchase of common stock		(24,644	)		-
Stock repurchases								(138,509	)		(24,644	)
Principal payments on capital leases		(3,511	)		(4,497	)		(856	)		(3,511	)
Retirement of common stock								491			-
Net cash provided by (used in) financing activities		2,668			(274,745	)		(34,145	)		2,668
Change in cash and cash equivalents		(57,735	)		(115,181	)		155,796			(57,735	)
Cash and cash equivalents at beginning of period		214,422			346,994			208,512			214,422
Cash and cash equivalents at end of period	$	156,687		$	231,813		$	364,308		$	156,687

Supplemental disclosures of cash flow information:
Cash paid for interest	$	147		$	15,063		$	12		$	147
Cash paid (refund) for income taxes, net	$	410		$	(528	)
Net payment of income taxes							$	2,659		$	410

Non cash activities:
Acquisition of business - goodwill adjustment	$	1,091		$	-		$	25,000		$	1,091
Assets recorded under capital lease arrangements	$	-		$	2,528
Application of customer advance to accounts receivable	$	11,508		$	58,139		$	-		$	11,508
Marketable security received from investment exchange	$	688		$	-		$	96		$	688
Asset retirement obligation	$	4,483		$	-		$	1,611		$	4,483
Deferred stock-based compensation							$	153		$	974
Unrealized losses from marketable securities	$	3,294		$	5,618		$	1,127		$	3,294
Deferred stock-based compensation	$	974		$	6,336


Assets acquired by assuming related liabilities							$	4,048		$	-

	Stock Options		Employee Stock Purchase Plan
	Three Months Ended		Three Months Ended
	October 30,	October 24,	October 30,	October 24,
	2005	2004	2005	2004
	(Using a binomial model)	(Using the Black-Scholes model)	(Using the Black-Scholes model)	(Using the Black-Scholes model)
Expected life (in years)	3.6 - 5.1	4.0	0.5 - 2.0	0.5 - 2.0
Risk free interest rate	4.4%	3.2%	0.9% - 3.7%	1.1% - 2.1%
Volatility	34% - 38%	80%	30% - 45%	80%
Dividend yield	--	--	--	--

Description	Balance at Beginning of Period		Additions (1)		Deductions (2)			Balance at End of Period
	(In thousands)
Three months ended October 30, 2005
Allowance for sales returns	$	10,687	$	8,576	$	(9,237	)	$	10,026
Three months ended October 24, 2004
Allowance for sales returns	$	11,039	$	4,138	$	(4,357	)	$	10,820
Nine months ended October 30, 2005
Allowance for sales returns	$	11,687	$	22,720	$	(24,381	)	$	10,026
Nine months ended October 24, 2004
Allowance for sales returns	$	9,421	$	14,747	$	(13,348	)	$	10,820

	Fair Market Value		Straight-Line Amortization Period
	(In thousands)		(Years)

Property and equipment	$	2,433		1-2
Trademarks		11,310		5
Goodwill		60,418		--
Total	$	74,161

	October 24, 2004							January 25, 2004
	Gross CarryingAmount		AccumulatedAmortization			Net CarryingAmount		Gross CarryingAmount		Accumulated Amortization			Net CarryingAmount
	(In thousands)

Technology licenses	$	15,424	$	(9,263	)	$	6,161	$	15,178	$	(7,161	)	$	8,017
Patents		23,260		(14,255	)		9,005		19,319		(8,992	)		10,327
Acquired intellectual property		27,086		(16,608	)		10,478		27,067		(10,590	)		16,477
Trademarks		11,310		(7,990	)		3,320		11,310		(6,283	)		5,027
Other		1,494		(390	)		1,104		250		(135	)		115
Total intangible assets	$	78,574	$	(48,506	)	$	30,068	$	73,124	$	(33,161	)	$	39,963

	October 30, 2005							January 30, 2005
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In thousands)
Technology licenses	$	21,585	$	(12,604	)	$	8,981	$	17,236	$	(9,841	)	$	7,395
Patents		23,500		(18,813	)		4,687		23,260		(15,400	)		7,860
Acquired intellectual property		27,086		(23,238	)		3,848		27,086		(18,578	)		8,508
Trademarks		11,310		(10,247	)		1,063		11,310		(8,544	)		2,766
Other		1,495		(867	)		628		1,494		(509	)		985
Total intangible assets	$	84,976	$	(65,769	)	$	19,207	$	80,386	$	(52,872	)	$	27,514

	GPU		MCP		WMP			All Other			Consolidated		GPU		MCP			WMP			CE		All Other			Consolidated
	(In thousands)												(In thousands)
Three Months Ended October 30, 2005:
Revenue													$	427,564	$	90,329		$	23,194		$	9,929	$	32,399		$	583,415
Depreciation expense													$	8,442	$	2,869		$	3,144		$	305	$	7,887		$	22,647
Operating income (loss)													$	110,873	$	4,611		$	(3,992	)	$	1,882	$	(41,838	)	$	71,536
Three Months Ended October 24, 2004:
Revenue	$	301,373	$	151,391	$	11,091		$	51,736		$	515,591	$	298,427	$	45,215		$	11,091		$	109,165	$	51,693		$	515,591
Depreciation expense													$	8,324	$	3,158		$	3,076		$	270	$	8,222		$	23,050
Operating income (loss)	$	32,238	$	36,009	$	(13,764	)	$	(25,725	)	$	28,758	$	31,449	$	(10,714	)	$	(13,764	)	$	46,958	$	(25,171	)	$	28,758
Three Months Ended October 26, 2003:

Nine Months Ended October 30, 2005:
Revenue	$	277,113	$	176,950	$	3,778		$	28,228		$	486,069	$	1,223,316	$	238,006		$	33,091		$	149,550	$	98,110		$	1,742,073

Depreciation expense													$	24,721	$	9,059		$	9,184		$	1,002	$	23,589		$	67,555
Operating income (loss)													$	261,741	$	16,874		$	(29,967	)	$	71,609	$	(92,502	)	$	227,755
Nine Months EndedOctober 24, 2004:
Revenue	$	969,822	$	325,250	$	21,950		$	126,535		$	1,443,557	$	962,203	$	113,336		$	21,951		$	219,676	$	126,391		$	1,443,557
Depreciation expense													$	24,596	$	9,897		$	8,338		$	660	$	25,027		$	68,518
Operating income (loss)	$	113,094	$	46,275	$	(29,814	)	$	(73,118	)	$	56,437	$	110,722	$	(40,319	)	$	(29,815	)	$	87,853	$	(72,004	)	$	56,437
Nine Months EndedOctober 26, 2003:
Revenue	$	886,060	$	376,383	$	3,778		$	84,605		$	1,350,826