UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October 25, 2020~~August 1, 2021


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-23985

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)


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

2788 San Tomas Expressway

Santa Clara, California 95051

(408) 486-2000

(Address, including zip code, and telephone number,

including area code, of principal executive offices)

N/A

(Former name, former address and former fiscal year if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NVDA	The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock, $0.001 par value, outstanding as of ~~November~~August 13, ~~2020,~~2021, was ~~619 million.~~2.50 billion.

NVIDIA CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED ~~October 25, 2020~~August 1, 2021

TABLE OF CONTENTS


		Page
	PART I : FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	a) Condensed Consolidated Statements of Income for the three and ~~nine~~six months ended ~~October 25,~~August 1, 2021 and July 26, 2020 ~~and October 27, 2019~~	3

	b) Condensed Consolidated Statements of Comprehensive Income for the three and ~~nine~~six months ended ~~October 25,~~August 1, 2021 and July 26, 2020 ~~and October 27, 2019~~	4

	c) Condensed Consolidated Balance Sheets as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020~~31, 2021	5

	d) Condensed Consolidated Statements of Shareholders' Equity for the three and ~~nine~~six months ended ~~October 25,~~August 1, 2021 and July 26, 2020 ~~and October 27, 2019~~	6

	e) Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~October 25,~~August 1, 2021 and July 26, 2020 ~~and October 27, 2019~~	8

	f) Notes to Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2624

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3632

Item 4.	Controls and Procedures	3632

	PART II : OTHER INFORMATION

Item 1.	Legal Proceedings	3633

Item 1A.	Risk Factors	3633

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3937

Item 6.	Exhibits	4138

Signature		4240

WHERE YOU CAN FIND MORE INFORMATION

Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters, and for complying with our disclosure obligations under Regulation FD:

NVIDIA Twitter Account (https://twitter.com/nvidia)

NVIDIA Company Blog (http://blogs.nvidia.com)

NVIDIA Facebook Page (https://www.facebook.com/nvidia)

NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)

NVIDIA Instagram Page (https://www.instagram.com/nvidia)

In addition, investors and others can view NVIDIA videos on ~~YouTube.~~YouTube (https://www.YouTube.com/nvidia).

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and the blog, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this ~~quarterly report~~Quarterly Report on Form 10-Q. These channels may be updated from time to time on NVIDIA's investor relations website.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)

Three Months Ended Nine Months Ended
October 25, October 27, October 25, October 27,
2020 2019 2020 2019
Revenue $ 4,726 $ 3,014 $ 11,672 $ 7,813
Cost of revenue 1,766 1,098 4,432 3,060
Gross profit 2,960 1,916 7,240 4,753
Operating expenses
Research and development 1,047 712 2,778 2,091
Sales, general and administrative 515 277 1,437 806
Total operating expenses 1,562 989 4,215 2,897
Income from operations 1,398 927 3,025 1,856
Interest income 7 45 50 137
Interest expense (53) (13) (131) (39)
Other, net (4) 0 (5) 0
Other income (expense), net (50) 32 (86) 98
Income before income tax 1,348 959 2,939 1,954
Income tax expense 12 60 64 109
Net income $ 1,336 $ 899 $ 2,875 $ 1,845
Net income per share:
Basic $ 2.16 $ 1.47 $ 4.67 $ 3.03
Diluted $ 2.12 $ 1.45 $ 4.59 $ 2.99
Weighted average shares used in per share computation:
Basic 618 610 616 609
Diluted 630 618 626 617


	Three Months Ended				Six Months Ended
	August 1,		July 26,		August 1,		July 26,
	2021		2020		2021		2020

Revenue	$	6,507	$	3,866	$	12,168	$	6,946
Cost of revenue	2,292		1,591		4,324		2,667
Gross profit	4,215		2,275		7,844		4,279
Operating expenses
Research and development	1,245		997		2,398		1,732
Sales, general and administrative	526		627		1,046		920

Total operating expenses	1,771		1,624		3,444		2,652
Income from operations	2,444		651		4,400		1,627
Interest income	6		13		13		44
Interest expense	(60)		(54)		(113)		(78)
Other, net	4		(1)		138		(2)
Other income (expense), net	(50)		(42)		38		(36)
Income before income tax	2,394		609		4,438		1,591
Income tax expense (benefit)	20		(13)		153		52
Net income	$	2,374	$	622	$	4,285	$	1,539

Net income per share:
Basic	$	0.95	$	0.25	$	1.72	$	0.63
Diluted	$	0.94	$	0.25	$	1.69	$	0.62

Weighted average shares used in per share computation:
Basic	2,493		2,464		2,489		2,460
Diluted	2,532		2,504		2,529		2,496

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

Three Months Ended Nine Months Ended
October 25, October 27, October 25, October 27,
2020 2019 2020 2019

Net income $ 1,336 $ 899 $ 2,875 $ 1,845
Other comprehensive income (loss), net of tax
Available-for-sale securities:
Net change in unrealized gain (loss) (1) 0 3 9
Reclassification adjustments for net realized gain (loss) included in net income 0 0 (2) 0
Net change in unrealized gain (loss) (1) 0 1 9
Cash flow hedges:
Net unrealized gain 5 0 10 4
Reclassification adjustments for net realized gain included in net income 4 (2) 0 (4)
Net change in unrealized gain (loss) 9 (2) 10 0
Other comprehensive income (loss), net of tax 8 (2) 11 9
Total comprehensive income $ 1,344 $ 897 $ 2,886 $ 1,854


	Three Months Ended				Six Months Ended
	August 1,		July 26,		August 1,		July 26,
	2021		2020		2021		2020

Net income	$	2,374	$	622	$	4,285	$	1,539
Other comprehensive income (loss), net of tax
Available-for-sale securities:
Net change in unrealized gain (loss)	—		3		(1)		3
Reclassification adjustments for net realized gain (loss) included in net income	—		(2)		—		(2)
Net change in unrealized gain (loss)	—		1		(1)		1
Cash flow hedges:
Net unrealized gain (loss)	(14)		16		(27)		6
Reclassification adjustments for net realized gain (loss) included in net income	8		(3)		17		(4)
Net change in unrealized gain (loss)	(6)		13		(10)		2
Other comprehensive income (loss), net of tax	(6)		14		(11)		3
Total comprehensive income	$	2,368	$	636	$	4,274	$	1,542

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)

October 25, January 26,
2020 2020
ASSETS
Current assets:
Cash and cash equivalents $ 2,251 $ 10,896
Marketable securities 7,888 1
Accounts receivable, net 2,546 1,657
Inventories 1,495 979
Prepaid expenses and other current assets 213 157
Total current assets 14,393 13,690
Property and equipment, net 2,059 1,674
Operating lease assets 681 618
Goodwill 4,193 618
Intangible assets, net 2,861 49
Deferred income tax assets 666 548
Other assets 2,028 118
Total assets $ 26,881 $ 17,315
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable $ 1,097 $ 687
Accrued and other current liabilities 1,574 1,097
Short-term debt 998 0
Total current liabilities 3,669 1,784
Long-term debt 5,963 1,991
Long-term operating lease liabilities 604 561
Other long-term liabilities 1,311 775
Total liabilities 11,547 5,111
Commitments and contingencies - see Note 13
Shareholders’ equity:
Preferred stock 0 0
Common stock 1 1
Additional paid-in capital 8,301 7,045
Treasury stock, at cost (10,530) (9,814)
Accumulated other comprehensive income 12 1
Retained earnings 17,550 14,971
Total shareholders' equity 15,334 12,204
Total liabilities and shareholders' equity $ 26,881 $ 17,315


	August 1,		January 31,
	2021		2021
ASSETS
Current assets:
Cash and cash equivalents	$	5,628	$	847
Marketable securities	14,026		10,714
Accounts receivable, net	3,586		2,429
Inventories	2,114		1,826
Prepaid expenses and other current assets	452		239
Total current assets	25,806		16,055
Property and equipment, net	2,364		2,149
Operating lease assets	801		707
Goodwill	4,193		4,193
Intangible assets, net	2,478		2,737
Deferred income tax assets	958		806
Other assets	2,050		2,144
Total assets	$	38,650	$	28,791

LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,474	$	1,201
Accrued and other current liabilities	1,974		1,725
Short-term debt	1,000		999
Total current liabilities	4,448		3,925
Long-term debt	10,943		5,964
Long-term operating lease liabilities	716		634
Other long-term liabilities	1,396		1,375
Total liabilities	17,503		11,898
Commitments and contingencies - see Note 13	0		0

Shareholders’ equity:
Preferred stock	—		—
Common stock	3		3
Additional paid-in capital	9,745		8,719
Treasury stock, at cost	(11,604)		(10,756)
Accumulated other comprehensive income	8		19
Retained earnings	22,995		18,908
Total shareholders' equity	21,147		16,893
Total liabilities and shareholders' equity	$	38,650	$	28,791

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED ~~OCTOBER 25,~~AUGUST 1, 2021 AND JULY 26, 2020 ~~AND OCTOBER 27, 2019~~

(Unaudited)

Common Stock
Outstanding
Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders' Equity
(In millions, except per share data) Shares Amount
Balances, July 26, 2020 617 $ 1 $ 7,828 $ (10,232) $ 4 $ 16,313 $ 13,914
Net income — — — — — 1,336 1,336
Other comprehensive income — — — — 8 — 8
Issuance of common stock from stock plans 3 — 96 — — — 96
Tax withholding related to vesting of restricted stock units (1) — — (298) — — (298)
Cash dividends declared and paid ($0.16 per common share) — — — — — (99) (99)
Stock-based compensation — — 377 — — — 377
Balances, October 25, 2020 619 $ 1 $ 8,301 $ (10,530) $ 12 $ 17,550 $ 15,334
Balances, July 28, 2019 609 $ 1 $ 6,543 $ (9,524) $ (1) $ 13,317 $ 10,336
Net income — — — — — 899 899
Other comprehensive loss — — — — (2) — (2)
Issuance of common stock from stock plans 4 — 63 — — — 63
Tax withholding related to vesting of restricted stock units (1) — — (202) — — (202)
Cash dividends declared and paid ($0.16 per common share) — — — — — (98) (98)
Stock-based compensation — — 218 — — — 218
Balances, October 27, 2019 612 $ 1 $ 6,824 $ (9,726) $ (3) $ 14,118 $ 11,214


	Common Stock Outstanding			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income (Loss)		Retained Earnings		Total Shareholders' Equity
(In millions, except per share data)	Shares	Amount
Balances, May 2, 2021	2,491	$	3	$	9,278	$	(11,242)	$	14	$	20,721	$	18,774
Net income	—	—		—		—		—		2,374		2,374
Other comprehensive loss	—	—		—		—		(6)		—		(6)
Issuance of common stock from stock plans	7	—		2		—		—		—		2
Tax withholding related to vesting of restricted stock units	(2)	—		—		(362)		—		—		(362)

Cash dividends declared and paid ($0.04 per common share)	—	—		—		—		—		(100)		(100)

Stock-based compensation	—	—		465		—		—		—		465
Balances, August 1, 2021	2,496	$	3	$	9,745	$	(11,604)	$	8	$	22,995	$	21,147
Balances, April 26, 2020	2,461	$	3	$	7,352	$	(10,036)	$	(10)	$	15,790	$	13,099
Net income	—	—		—		—		—		622		622
Other comprehensive income	—	—		—		—		14		—		14
Issuance of common stock from stock plans	8	—		6		—		—		—		6
Tax withholding related to vesting of restricted stock units	(2)	—		—		(196)		—		—		(196)

Cash dividends declared and paid ($0.04 per common share)	—	—		—		—		—		(99)		(99)
Fair value of partially vested equity awards assumed in connection with acquisitions	—	—		86		—		—		—		86
Stock-based compensation	—	—		382		—		—		—		382
Balances, July 26, 2020	2,467	$	3	$	7,826	$	(10,232)	$	4	$	16,313	$	13,914

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE ~~NINE~~SIX MONTHS ENDED ~~OCTOBER 25,~~AUGUST 1, 2021 AND JULY 26, 2020 ~~AND OCTOBER 27, 2019~~

(Unaudited)

Common Stock
Outstanding
Additional Paid-in Capital Treasury Stock Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders' Equity
(In millions, except per share data) Shares Amount
Balances, January 26, 2020 612 $ 1 $ 7,045 $ (9,814) $ 1 $ 14,971 $ 12,204
Net income — — — — — 2,875 2,875
Other comprehensive income — — — — 11 — 11
Issuance of common stock from stock plans 9 — 190 — — — 190
Tax withholding related to vesting of restricted stock units (2) — — (716) — — (716)
Cash dividends declared and paid ($0.48 per common share) — — — — — (296) (296)
Fair value of partially vested equity awards assumed in connection with acquisitions — — 86 — — — 86
Stock-based compensation — — 980 — — — 980
Balances, October 25, 2020 619 $ 1 $ 8,301 $ (10,530) $ 12 $ 17,550 $ 15,334
Balances, January 27, 2019 606 $ 1 $ 6,051 $ (9,263) $ (12) $ 12,565 $ 9,342
Net income — — — — — 1,845 1,845
Other comprehensive income — — — — 9 — 9
Issuance of common stock from stock plans 9 — 146 — — — 146
Tax withholding related to vesting of restricted stock units (3) — — (463) — — (463)
Cash dividends declared and paid ($0.48 per common share) — — — — — (292) (292)
Stock-based compensation — — 627 — — — 627
Balances, October 27, 2019 612 $ 1 $ 6,824 $ (9,726) $ (3) $ 14,118 $ 11,214


	Common Stock Outstanding			Additional Paid-in Capital		Treasury Stock		Accumulated Other Comprehensive Income		Retained Earnings		Total Shareholders' Equity
(In millions, except per share data)	Shares	Amount
Balances, January 31, 2021	2,479	$	3	$	8,719	$	(10,756)	$	19	$	18,908	$	16,893
Net income	—	—		—		—		—		4,285		4,285
Other comprehensive loss	—	—		—		—		(11)		—		(11)
Issuance of common stock from stock plans	22	—		128		—		—		—		128
Tax withholding related to vesting of restricted stock units	(5)	—		—		(848)		—		—		(848)

Cash dividends declared and paid ($0.08 per common share)	—	—		—		—		—		(198)		(198)

Stock-based compensation	—	—		898		—		—		—		898
Balances, August 1, 2021	2,496	$	3	$	9,745	$	(11,604)	$	8	$	22,995	$	21,147
Balances, January 26, 2020	2,450	$	3	$	7,043	$	(9,814)	$	1	$	14,971	$	12,204
Net income	—	—		—		—		—		1,539		1,539
Other comprehensive income	—	—		—		—		3		—		3
Issuance of common stock from stock plans	24	—		94		—		—		—		94
Tax withholding related to vesting of restricted stock units	(7)	—		—		(418)		—		—		(418)

Cash dividends declared and paid ($0.08 per common share)	—	—		—		—		—		(197)		(197)
Fair value of partially vested equity awards assumed in connection with acquisitions	—	—		86		—		—		—		86
Stock-based compensation	—	—		603		—		—		—		603
Balances, July 26, 2020	2,467	$	3	$	7,826	$	(10,232)	$	4	$	16,313	$	13,914

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Nine Months Ended
October 25, October 27,
2020 2019
Cash flows from operating activities:
Net income $ 2,875 $ 1,845
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 981 624
Depreciation and amortization 810 275
Deferred income taxes (117) (5)
Other (2) 5
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (667) (32)
Inventories (190) 531
Prepaid expenses and other assets (409) 55
Accounts payable 289 91
Accrued and other current liabilities 111 (103)
Other long-term liabilities 74 10
Net cash provided by operating activities 3,755 3,296
Cash flows from investing activities:
Proceeds from maturities of marketable securities 5,165 4,744
Proceeds from sales of marketable securities 502 3,363
Purchases of marketable securities (12,840) (1,461)
Acquisitions, net of cash acquired (8,524) 0
Purchases related to property and equipment and intangible assets (845) (344)
Investments and other, net (4) (6)
Net cash provided by (used in) investing activities (16,546) 6,296
Cash flows from financing activities:
Issuance of debt, net of issuance costs 4,971 0
Proceeds related to employee stock plans 190 146
Payments related to tax on restricted stock units (716) (463)
Dividends paid (296) (292)
Other (3) 0
Net cash provided by (used in) financing activities 4,146 (609)
Change in cash and cash equivalents (8,645) 8,983
Cash and cash equivalents at beginning of period 10,896 782
Cash and cash equivalents at end of period $ 2,251 $ 9,765


	Six Months Ended
	August 1,		July 26,
	2021		2020
Cash flows from operating activities:
Net income	$	4,285	$	1,539
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	894		598
Depreciation and amortization	567		511
Deferred income taxes	(161)		(64)

(Gains) losses on investments in non-affiliates, net	(133)		5
Other	16		(10)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(1,157)		(205)
Inventories	(282)		(97)
Prepaid expenses and other assets	18		34
Accounts payable	279		63
Accrued and other current liabilities	132		81
Other long-term liabilities	98		21
Net cash provided by operating activities	4,556		2,476
Cash flows from investing activities:
Proceeds from maturities of marketable securities	5,236		1,032
Proceeds from sales of marketable securities	705		259

Purchases of marketable securities	(9,268)		(8,286)
Purchases related to property and equipment and intangible assets	(481)		(372)
Investments and other, net	3		(7)
Acquisitions, net of cash acquired	—		(7,171)
Net cash used in investing activities	(3,805)		(14,545)
Cash flows from financing activities:
Issuance of debt, net of issuance costs	4,985		4,971
Proceeds related to employee stock plans	128		94
Payments related to tax on restricted stock units	(843)		(418)
Dividends paid	(198)		(197)
Principal payments on property and equipment	(40)		—



Other	(2)		(3)
Net cash provided by financing activities	4,030		4,447
Change in cash and cash equivalents	4,781		(7,622)
Cash and cash equivalents at beginning of period	847		10,896
Cash and cash equivalents at end of period	$	5,628	$	3,274

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. The January ~~26, 2020~~31, 2021 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020,~~31, 2021, as filed with the SEC, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair statement of results of operations and financial position, have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020.~~31, 2021.

~~The unaudited condensed consolidated financial statements~~On May 21, 2021, our Board of Directors declared a 4-for-one split of our common stock in ~~this report include~~ the ~~financial results~~form of ~~Mellanox Technologies Ltd.,~~a stock dividend, or ~~Mellanox, prospectively~~the Stock Split, which was conditioned upon obtaining stockholder approval to increase the number of our authorized shares of common stock from ~~April 27, 2020. For~~2 billion to 4 billion. On June 3, 2021, at the 2021 Annual Meeting of Stockholders, our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock to 4 billion. As a result, each stockholder of record at the close of business on June 21, 2021 received a dividend of 3 additional ~~details, refer~~shares of common stock for every share held on the record date, distributed after the close of trading on July 19, 2021. All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been retroactively adjusted to ~~Note 2 - Business Combination.~~reflect the Stock Split.

Significant Accounting Policies

~~Except for the accounting policies for business combination and investment in non-affiliated entities, there~~There have been no material changes to our significant accounting policies disclosed in Note 1 - Organization and Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020.~~

~~Business Combination~~

We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, including in-process research and development, or IPR&D, based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our condensed consolidated statements of income.

We initially capitalize the fair value of IPR&D as an intangible asset with an indefinite life. We assess for impairment thereafter. When IPR&D projects are completed, we reclassify the IPR&D as an amortizable purchased intangible asset and amortize over the asset’s estimated useful life.

~~Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.~~

~~Investment in Non-Affiliated Entities~~

Non-marketable equity investments in privately-held companies are recorded at fair value on a non-recurring basis only if an impairment or observable price adjustment occurs in the period with changes in fair value recorded through net income. These investments are valued using observable and unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The estimated fair value is based on quantitative and qualitative factors including subsequent financing activities by the investee.

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

31, 2021.

Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal year ~~2021~~2022 is a ~~53-week~~52-week year and fiscal year ~~2020 is~~2021 was a ~~52-week~~53-week year. The ~~third~~second quarters of fiscal years ~~2021~~2022 and ~~2020~~2021 were both 13-week quarters.

Reclassifications

Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.

Principles of Consolidation

Our condensed consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from our estimates. On an ~~on-going~~ongoing basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories, income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, and other contingencies. The inputs into our judgments and estimates consider the economic implications of ~~COVID-19 on our critical and significant accounting estimates.~~COVID-19. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

~~Adoption of New and Recently Issued Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncement~~

In June 2016, the Financial Accounting Standards Board issued a new accounting standard to replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates for accounts receivable and other financial instruments, including available-for-sale debt securities. We adopted the standard in the first quarter of fiscal year 2021 and the impact of the adoption was not material to our consolidated financial statements.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2 - Business Combination

Pending Acquisition of Arm Limited

On September 13, 2020, we entered into a Share Purchase Agreement, or the Purchase Agreement, with Arm Limited, or Arm, and SoftBank Group Capital Limited and SVF Holdco (UK) Limited, or together, SoftBank, for us to acquire, from SoftBank, all ~~of the~~ allotted and issued ordinary shares of Arm in a transaction valued at $40 billion. We paid $2 billion in cash at signing, or the Signing Consideration, and will pay upon closing of the acquisition $10 billion in cash and issue to SoftBank ~~44.3~~177.5 million shares of our common stock, ~~with~~which had an aggregate value of $21.5 ~~billion.~~billion as of the date of the Purchase Agreement. The transaction includes a potential earn out, which is contingent on the achievement of certain financial performance targets by Arm during the fiscal year ending March 31, 2022. If the financial targets are achieved, SoftBank can elect to receive either up to an additional $5 billion in cash or up to ~~10.3~~an additional 41.3 million shares of our common stock. We will issue up to $1.5 billion in restricted stock units to Arm employees after closing. The $2 billion paid upon signing was allocated between advanced consideration for the acquisition of $1.36 billion and the prepayment of intellectual property licenses from Arm of $0.17 billion and royalties of $0.47 ~~billion.~~billion, both with a 20-year term. The closing of the acquisition is subject to customary closing conditions, including receipt of specified governmental and regulatory consents and approvals and the expiration of any related mandatory waiting period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and certain other assets and liabilities. We are working through the regulatory process in the United States, the United Kingdom, the European Union, China and other jurisdictions. Although some Arm licensees have expressed concerns or objected to the transaction, and discussions with regulators are taking longer than initially thought, we are confident in the deal rationale and that regulators should recognize the benefits of the acquisition to Arm, its licensees, and the industry. If the Purchase Agreement is terminated under certain circumstances, we will be refunded $1.25 billion of the Signing Consideration. The ~~$2 billion payment upon signing~~Signing Consideration was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement. ~~We believe the closing of the acquisition will likely occur in the first quarter of calendar year 2022.~~

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Acquisition of Mellanox Technologies, Ltd.

On April 27, 2020, we completed the acquisition of all outstanding shares of Mellanox for a total purchase consideration of $7.13 billion. Mellanox is a supplier of high-performance interconnect products for computing, storage and communications applications. We acquired Mellanox to optimize data center workloads to scale across the entire computing, networking, and storage stack.

~~Preliminary Purchase Price Allocation~~

~~The aggregate purchase consideration has been preliminarily allocated as follows (in millions):~~


~~Purchase Price~~
~~Cash paid for outstanding Mellanox ordinary shares (1)~~	$	~~7,033~~
~~Cash for Mellanox equity awards (2)~~	16
~~Total cash consideration~~	~~7,049~~
~~Fair value of Mellanox equity awards assumed by NVIDIA (3)~~	85
~~Total purchase consideration~~	$	~~7,134~~

~~Allocation~~
~~Cash and cash equivalents~~	$	~~115~~
~~Marketable securities~~	~~699~~
~~Accounts receivable, net~~	~~216~~
~~Inventories~~	~~320~~
~~Prepaid expenses and other assets~~	~~179~~
~~Property and equipment, net~~	~~144~~
~~Goodwill~~	~~3,431~~
~~Intangible assets~~	~~2,970~~
~~Accounts payable~~	~~(136)~~
~~Accrued and other current liabilities~~	~~(236)~~
~~Income tax liability~~	~~(191)~~
~~Deferred income tax liability~~	~~(258)~~
~~Other long-term liabilities~~	~~(119)~~
	$	~~7,134~~

~~(1) Represents the cash consideration of $125.00 per share paid to Mellanox shareholders for approximately 56 million shares of outstanding Mellanox ordinary shares.~~

~~(2) Represents the cash consideration for the settlement of approximately 249 thousand Mellanox stock options held by employees and non-employee directors of Mellanox.~~

~~(3) Represents the fair value of Mellanox’s stock-based compensation awards attributable to pre-combination services.~~

We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the preliminary estimates of their estimated fair values, which were determined using generally accepted valuation techniques based on estimates and assumptions made by management at the time of the acquisition and are subject to change during the measurement period which is not expected to exceed one year. The primary tasks that are required to be completed include validation of business level forecasts, jurisdictional forecasts, customer attrition rates, contingent liabilities assessments and any related tax impacts from the acquisition. Any adjustments to our preliminary purchase price allocation identified during the measurement period will be recognized in the period in which the adjustments are determined.

The goodwill is primarily attributable to the planned growth in the combined business of NVIDIA and Mellanox. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill recognized in the acquisition is not expected to be deductible for foreign tax purposes. Goodwill

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~arising from the Mellanox acquisition has been allocated to the Compute and Networking segment. Refer to Note 15 – Segment Information for further details on segments.~~

The operating results of Mellanox have been included in our condensed consolidated financial statements for the third quarter and first nine months of fiscal year 2021 since the acquisition date of April 27, 2020. Revenue attributable to Mellanox was approximately 13% and 10% of consolidated revenue for the third quarter and first nine months of fiscal year 2021, respectively. There is not a practical way to determine net income attributable to Mellanox due to integration. Acquisition-related costs attributable to Mellanox of $27 million were included in selling, general and administrative expense for the first nine months of fiscal year 2021.

~~Intangible Assets~~

~~The estimated fair value and weighted average useful life of the acquired intangible assets are as follows:~~


	~~Fair Value~~		~~Weighted Average Useful Lives~~
	~~(In millions)~~
~~Developed technology (1)~~	$	~~1,640~~	~~5 years~~
~~Customer relationships (2)~~	~~440~~		~~3 years~~
~~Order backlog (3)~~	~~190~~		~~Based on actual shipments~~
~~Trade names (4)~~	70		~~5 years~~
~~Total identified finite-lived intangible assets~~	~~2,340~~
~~IPR&D (5)~~	~~630~~		~~N/A~~
~~Total identified intangible assets~~	$	~~2,970~~

~~(1) The fair value of developed technology was identified using the Multi-Period Excess Earning Method.~~

~~(2) Customer relationships represent the fair value of the existing relationships using the With and Without Method.~~

~~(3) Order backlog represents primarily the fair value of purchase arrangements with customers using the Multi-Period Excess Earning Method.~~

~~(4) Trade names primarily relate to Mellanox trade names and fair value was determined by applying the Relief-from-Royalty Method under the income approach.~~

~~(5) The fair value of IPR&D was determined using the Multi-Period Excess Earning Method.~~

The fair value of the finite-lived intangible assets will be amortized over the estimated useful lives based on the pattern in which the economic benefits are expected to be received to cost of revenue and operating expenses.

Mellanox had an IPR&D project associated with the next generation interconnect product that had not yet reached technological feasibility as of the acquisition date. Accordingly, we recorded an indefinite-lived intangible asset of $630 million for the fair value of this project, which will initially not be amortized. Instead, the project will be tested for impairment whenever events or changes in circumstances indicate that the project may be impaired or may have reached technological feasibility. Once the project reaches technological feasibility, we will begin to amortize the intangible asset over its estimated useful life.

Supplemental Unaudited Pro Forma Information

The following unaudited pro forma financial information summarizes the combined results of operations for NVIDIA and Mellanox as if the companies were combined as of the beginning of fiscal year 2020:

Pro Forma
Three Months Ended Nine Months Ended
October 25,
2020 October 27,
2019 October 25,
2020 October 27,
2019
(In millions)
Revenue $ 4,726 $ 3,350 $ 12,101 $ 8,765
Net income $ 1,388 $ 786 $ 3,267 $ 1,190

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~


	Pro Forma
	Three Months Ended		Six Months Ended
	July 26, 2020		July 26, 2020

	(In millions)
Revenue	$	3,866	$	7,375
Net income	$	964	$	1,883

The unaudited pro forma information includes adjustments related to amortization of acquired intangible assets, adjustments to stock-based compensation expense, fair value of acquired inventory, and transaction costs. The unaudited pro forma information presented above is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition ~~actually~~ occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined businesses.

The pro forma results reflect the inventory step-up expense of $161 million in the first ~~nine months~~half of fiscal year 2020 and ~~were~~was excluded from the pro forma results for the second quarter and first ~~nine months~~half of fiscal year 2021. There were no other material nonrecurring adjustments.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 3 - Leases

Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center space, with lease periods expiring between fiscal years ~~2021~~2022 and 2035.

Future minimum lease payments under our non-cancelable operating leases as of ~~October 25, 2020,~~August 1, 2021, are as follows:


		Operating Lease Obligations			Operating Lease Obligations
		(In millions)			(In millions)
Fiscal Year:	Fiscal Year:			Fiscal Year:
2021 (excluding first nine months of fiscal year 2021)		$	38
2022		143
2022 (excluding first half of fiscal year 2022)				2022 (excluding first half of fiscal year 2022)	$	81
2023	2023	122		2023	156
2024	2024	102		2024	139
2025	2025	83		2025	119
2026 and thereafter		347
2026				2026	111
2027 and thereafter				2027 and thereafter	355
Total	Total	835		Total	961
Less imputed interest	Less imputed interest	115		Less imputed interest	113
Present value of net future minimum lease payments	Present value of net future minimum lease payments	720		Present value of net future minimum lease payments	848
Less short-term operating lease liabilities	Less short-term operating lease liabilities	116		Less short-term operating lease liabilities	132
Long-term operating lease liabilities	Long-term operating lease liabilities	$	604	Long-term operating lease liabilities	$	716

Operating lease ~~expense was $37~~expenses were $42 million and ~~$28~~$35 million for the ~~third~~second quarter of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$104~~$81 million and ~~$83~~$67 million for the first ~~nine months~~half of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively. Short-term and variable lease expenses for the ~~third~~second quarter and first ~~nine months~~half of fiscal years ~~2021~~2022 and ~~2020~~2021 were not significant.

Other information related to leases was as follows:

Nine Months Ended
October 25, 2020 October 27, 2019
(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases $ 103 $ 78
Operating lease assets obtained in exchange for lease obligations (1) $ 147 $ 122

~~(1) The first nine months of fiscal year 2021 includes $80 million of operating lease assets addition due to a business combination.~~


	Six Months Ended
	August 1, 2021		July 26, 2020

	(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases	$	75	$	66
Operating lease assets obtained in exchange for lease obligations	$	164	$	138

As of ~~October 25, 2020,~~August 1, 2021, our operating leases had a weighted average remaining lease term of ~~7.8~~7.6 years and a weighted average discount rate of ~~3.06%~~2.84%. As of January ~~26, 2020,~~31, 2021, our operating leases had a weighted average remaining lease term of ~~8.3~~7.6 years and a weighted average discount rate of ~~3.45%~~2.87%.

1311

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 4 - Stock-Based Compensation

Our stock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units that are based on our corporate financial performance targets, or PSUs, performance stock units that are based on market conditions, or market-based PSUs, and our employee stock purchase plan, or ESPP.

Our Condensed Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 25, 2020		October 27, 2019		October 25, 2020		October 27, 2019			August 1, 2021		July 26, 2020		August 1, 2021		July 26, 2020

		(In millions)									(In millions)
Cost of revenue	Cost of revenue	$	28	$	15	$	62	$	27	Cost of revenue	$	32	$	14	$	57	$	35
Research and development	Research and development	232		141		594		400		Research and development	297		228		573		362
Sales, general and administrative	Sales, general and administrative	123		67		325		197		Sales, general and administrative	136		132		264		201
Total	Total	$	383	$	223	$	981	$	624	Total	$	465	$	374	$	894	$	598

Equity Award Activity

The following is a summary of equity award transactions under our equity incentive plans:

RSUs, PSUs, and Market-based PSUs Outstanding
Number of Shares Weighted Average Grant-Date Fair Value Per Share
(In millions, except per share data)
Balances, January 26, 2020 14 $ 176.72
Granted 8 $ 300.75
Vested restricted stock (6) $ 152.46
Balances, October 25, 2020 16 $ 253.81


	RSUs, PSUs, and Market-based PSUs Outstanding
	Number of Shares	Weighted Average Grant-Date Fair Value Per Share

	(In millions, except per share data)
Balances, January 31, 2021	59	$	66.17
Granted	15	$	181.65

Vested restricted stock	(17)	$	62.20
Canceled and forfeited	(1)	$	70.78
Balances, August 1, 2021	56	$	100.01

As of ~~October 25, 2020,~~August 1, 2021, there was ~~$3.42~~$5.35 billion of aggregate unearned stock-based compensation expense, net of forfeitures. This amount is expected to be recognized over a weighted average period of 2.7 years for RSUs, PSUs, and market-based PSUs, and ~~0.9 years~~1 year for ESPP.

1412

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 5 – Net Income Per Share

The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 25,		October 27,		October 25,		October 27,			August 1,		July 26,		August 1,		July 26,
		2020		2019		2020		2019			2021		2020		2021		2020

		(In millions, except per share data)									(In millions, except per share data)
Numerator:	Numerator:									Numerator:
Net income	Net income	$	1,336	$	899	$	2,875	$	1,845	Net income	$	2,374	$	622	$	4,285	$	1,539
Denominator:	Denominator:									Denominator:
Basic weighted average shares	Basic weighted average shares	618		610		616		609		Basic weighted average shares	2,493		2,464		2,489		2,460
Dilutive impact of outstanding equity awards	Dilutive impact of outstanding equity awards	12		8		10		8		Dilutive impact of outstanding equity awards	39		40		40		36

Diluted weighted average shares	Diluted weighted average shares	630		618		626		617		Diluted weighted average shares	2,532		2,504		2,529		2,496
Net income per share:	Net income per share:									Net income per share:
Basic (1)	Basic (1)	$	2.16	$	1.47	$	4.67	$	3.03	Basic (1)	$	0.95	$	0.25	$	1.72	$	0.63
Diluted (2)	Diluted (2)	$	2.12	$	1.45	$	4.59	$	2.99	Diluted (2)	$	0.94	$	0.25	$	1.69	$	0.62
Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	0		5		8		11		Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	13		—		15		24

(1) Calculated as net income divided by basic weighted average shares.

(2) Calculated as net income divided by diluted weighted average shares.

Note 6 – Income Taxes

We recognized an income tax expense of ~~$12~~$20 million and ~~$64~~$153 million for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2021,~~2022, respectively, and ~~$60~~an income tax benefit of $13 million and ~~$109~~an income tax expense of $52 million for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2020,~~2021, respectively. The income tax expense as a percentage of income before income tax was 0.9% and ~~2.2%~~3.4% for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2021,~~2022, respectively, and ~~6.3% and 5.6%~~3.3% for the ~~third quarter and~~ first ~~nine months~~half of fiscal year ~~2020, respectively.~~2021. The income tax benefit as a percentage of income before income tax was 2.0% for the second quarter of fiscal year 2021.

On June 28, 2021, we simplified our corporate structure by repatriating the economic rights of certain non-U.S. intellectual property to the United States via domestication of a foreign subsidiary, or the Domestication. The Domestication more closely aligns our corporate structure to our operating structure in accordance with the Organization for Economic Cooperation and Development’s Base Erosion and Profit Shifting conclusions and changes to U.S. and European tax laws. The impact of the Domestication, which is regarded as a change in tax status, resulted in a discrete benefit primarily from re-valuing certain deferred tax assets, net of deferred tax liabilities, of $252 million in the second quarter of fiscal year 2022.

The ~~decrease~~increase in our effective tax rate for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2021~~2022 as compared to the same periods of fiscal year ~~2020~~2021 was primarily due to a ~~decrease~~decreased impact of tax benefits from stock-based compensation and the U.S. federal research tax credit, and an increase in the ~~proportional~~ amount of earnings subject to ~~United States~~U.S. tax, ~~and an increase~~partially offset by the discrete benefit of ~~tax benefits from stock-based compensation.~~the Domestication.

Our effective tax ~~rates~~rate for the first ~~nine months~~half of fiscal ~~years~~year 2021 ~~and 2020 were~~was lower than the U.S. federal statutory rate of 21% due to income earned in jurisdictions that ~~are~~is subject to taxes lower than the U.S. federal statutory tax rate, tax benefits related to stock-based compensation, and the benefit of the U.S. federal research tax ~~credit,~~credit.

Our effective tax rate for the first half of fiscal year 2022 was lower than the U.S. federal statutory rate of 21% due to the discrete benefit of the Domestication, tax benefits related to the foreign-derived intangible income deduction, income

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

earned in jurisdictions that is subject to taxes lower than the U.S. federal statutory tax rate, and tax benefits related to the U.S. federal research tax credit and stock-based compensation.

~~During the second quarter~~As of ~~fiscal year~~August 1, 2021, we completed the acquisition of Mellanox. As a result of the acquisition, we recorded $256 million of net deferred tax liabilities primarily on the excess of book basis over the tax basis of the acquired intangible assets and undistributed earnings in certain foreign subsidiaries. We also recorded $153 million of long-term tax liabilities related to tax basis differences in Mellanox. The net deferred tax liabilities and long-term tax liabilities are based upon certain assumptions underlying our purchase price allocation. Upon finalization of the purchase price allocation, additional adjustments to the amount of our net deferred taxes and long-term tax liabilities may be required. As a result of the acquisition, we intend to indefinitely reinvest approximately ~~$675~~$1.6 billion and $231 million of cumulative undistributed earnings held by ~~Mellanox non-U.S. subsidiaries.~~certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments ~~in Mellanox non-U.S. subsidiaries~~ as the determination of such amount is not practicable.

For the first ~~nine months~~half of fiscal year ~~2021,~~2022, there have been no material changes to our tax years that remain subject to examination by major tax jurisdictions. We are currently under examination by the Internal Revenue Service for our fiscal years 2018 and 2019. ~~In the second quarter of fiscal year 2021, we assumed $59 million of unrecognized tax~~

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~benefits and $4 million of related interest through the Mellanox acquisition. Other than these amounts,~~Additionally, there have been no material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January ~~26, 2020.~~31, 2021.

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved with the respective tax authorities. As of ~~October 25, 2020,~~August 1, 2021, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next ~~twelve~~12 months.

Note 7 - Cash Equivalents and Marketable Securities

Our cash equivalents and marketable securities ~~except for money market funds and certificates of deposits,~~related to debt securities are classified as “available-for-sale” debt securities.

The following is a summary of cash equivalents and marketable securities as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020:~~31, 2021:


		October 25, 2020																August 1, 2021
		Amortized Cost		Unrealized Gain				Unrealized Loss			Estimated Fair Value		Reported as					Amortized Cost					Unrealized Gain			Unrealized Loss		Estimated Fair Value			Reported as
										Cash Equivalents			Marketable Securities												Cash Equivalents					Marketable Securities

		(In millions)																			(In millions)
Corporate debt securities																	Corporate debt securities	$	8,610				$	2		$	(1)	$	8,611		$	1,825	$	6,786
Debt securities issued by the United States Treasury	Debt securities issued by the United States Treasury	$	3,881			$	0				$	0	$	3,881	$	1,116			$	2,765		Debt securities issued by the United States Treasury	5,079			1		—			5,080		1,311		3,769
Corporate debt securities		3,139		2				0			3,141		427		2,714
Debt securities issued by United States government agencies	Debt securities issued by United States government agencies	1,571		1				0			1,572		0		1,572		Debt securities issued by United States government agencies	2,371					1			—		2,372			60		2,312
Money market funds																	Money market funds	2,097					—			—		2,097			2,097		—
Certificates of deposit	Certificates of deposit	797		0				0			797		29		768		Certificates of deposit	962					—			—		962			44		918
Money market funds		388		0				0			388		388		0
Foreign government bonds	Foreign government bonds	117		0				0			117		48		69		Foreign government bonds	241					—			—		241			—		241

Total	Total	$	9,893	$	3			$	0		$	9,896	$	2,008	$	7,888	Total	$	19,360				$	4		$	(1)	$	19,363		$	5,337	$	14,026


		January 26, 2020																January 31, 2021
		Amortized Cost		Unrealized Gain				Unrealized Loss			Estimated Fair Value		Reported as					Amortized Cost					Unrealized Gain			Unrealized Loss		Estimated Fair Value			Reported as
										Cash Equivalents			Marketable Securities												Cash Equivalents					Marketable Securities

		(In millions)																			(In millions)
Corporate debt securities																	Corporate debt securities	$	4,442				$	2		$	—	$	4,444		$	234	$	4,210
Debt securities issued by United States government agencies																	Debt securities issued by United States government agencies	2,975					1			—		2,976			28		2,948
Debt securities issued by the United States Treasury																	Debt securities issued by the United States Treasury	2,846					—			—		2,846			25		2,821
Certificates of deposit																	Certificates of deposit	705					—			—		705			37		668
Money market funds	Money market funds	$	7,507			$	0				$	0	$	7,507	$	7,507			$	0		Money market funds	313			—		—			313		313		—
Debt securities issued by the United States Treasury		1,358		0				0			1,358		1,358		0
Debt securities issued by United States government agencies		1,096		0				0			1,096		1,096		0
Corporate debt securities		592		0				0			592		592		0
Foreign government bonds	Foreign government bonds	200		0				0			200		200		0		Foreign government bonds	67					—			—		67			—		67
Certificates of deposit		27		0				0			27		27		0
Asset-backed securities		1		0				0			1		0		1

Total	Total	$	10,781	$	0			$	0		$	10,781	$	10,780	$	1	Total	$	11,348				$	3		$	—	$	11,351		$	637	$	10,714

Net realized gains and unrealized gains and losses were not significant for all periods presented.

The amortized cost and estimated fair value of cash equivalents and marketable securities as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020~~31, 2021 are shown below by contractual maturity.

October 25, 2020 January 26, 2020
Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value
(In millions)
Less than one year $ 9,329 $ 9,330 $ 10,781 $ 10,781
Due in 1 - 5 years 564 566 0 0
Total $ 9,893 $ 9,896 $ 10,781 $ 10,781


	August 1, 2021				January 31, 2021
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value

	(In millions)
Less than one year	$	17,390	$	17,391	$	10,782	$	10,783
Due in 1 - 5 years	1,970		1,972		566		568

Total	$	19,360	$	19,363	$	11,348	$	11,351

Note 8 – Fair Value of Financial Assets and Liabilities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets. We review fair value hierarchy classification on a quarterly basis.

1614

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Fair Value at
Pricing Category October 25, 2020 January 26, 2020
(In millions)
Assets
Cash equivalents and marketable securities:
Money market funds Level 1 $ 388 $ 7,507
Debt securities issued by the United States Treasury Level 2 $ 3,881 $ 1,358
Corporate debt securities Level 2 $ 3,141 $ 592
Debt securities issued by United States government agencies Level 2 $ 1,572 $ 1,096
Certificates of deposit Level 2 $ 797 $ 27
Foreign government bonds Level 2 $ 117 $ 200
Asset-backed securities Level 2 $ 0 $ 1
Other asset:
Investment in non-affiliated entities (1) Level 3 $ 106 $ 77
Liabilities
Other non-current liabilities:
2.20% Notes Due 2021 (2) Level 2 $ 1,016 $ 1,006
3.20% Notes Due 2026 (2) Level 2 $ 1,127 $ 1,065
2.85% Notes Due 2030 (2) Level 2 $ 1,676 $ 0
3.50% Notes Due 2040 (2) Level 2 $ 1,163 $ 0
3.50% Notes Due 2050 (2) Level 2 $ 2,311 $ 0
3.70% Notes Due 2060 (2) Level 2 $ 594 $ 0


		Fair Value at
	Pricing Category	August 1, 2021		January 31, 2021

		(In millions)
Assets
Cash equivalents and marketable securities:
Money market funds	Level 1	$	2,097	$	313
Corporate debt securities	Level 2	$	8,611	$	4,444
Debt securities issued by the United States Treasury	Level 2	$	5,080	$	2,846
Debt securities issued by United States government agencies	Level 2	$	2,372	$	2,976
Certificates of deposit	Level 2	$	962	$	705
Foreign government bonds	Level 2	$	241	$	67


Prepaid expenses and other current assets:
Publicly-held equity security (1)	Level 1	$	128	$	—
Other assets:
Investment in non-affiliated entities (2)	Level 3	$	147	$	144



Liabilities (3)



2.20% Notes Due 2021	Level 2	$	1,001	$	1,011
0.309% Notes Due 2023	Level 2	$	1,251	$	—
0.584% Notes Due 2024	Level 2	$	1,254	$	—
3.20% Notes Due 2026	Level 2	$	1,106	$	1,124
1.55% Notes Due 2028	Level 2	$	1,261	$	—
2.85% Notes Due 2030	Level 2	$	1,640	$	1,654
2.00% Notes Due 2031	Level 2	$	1,271	$	—
3.50% Notes Due 2040	Level 2	$	1,152	$	1,152
3.50% Notes Due 2050	Level 2	$	2,320	$	2,308
3.70% Notes Due 2060	Level 2	$	603	$	602

(1) Investment in a publicly-traded equity security subject to short-term selling restrictions. An unrealized loss on the investment of $6 million was recorded in other income (expense), net in the second quarter of fiscal year 2022 and an unrealized gain of $118 million was recorded in other income (expense), net in the first half of fiscal year 2022.

(2) Investment in private non-affiliated entities is ~~privately held and~~ recorded at fair value on a non-recurring basis only if an impairment or observable price adjustment occurs in the period with changes in fair value recorded through net income. The amount recorded as of ~~October 25, 2020~~August 1, 2021 has not been significant.

~~(2)~~(3) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs, and are not marked to fair value each period. Refer to Note 12 of ~~these~~the Notes to Condensed Consolidated Financial Statements for additional information.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 9 - Amortizable Intangible Assets and Goodwill

The components of our amortizable intangible assets are as follows:


		October 25, 2020						January 26, 2020							August 1, 2021						January 31, 2021
		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount			Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

		(In millions)													(In millions)
Acquisition-related intangible assets (1)	Acquisition-related intangible assets (1)	$	3,287	$	(642)	$	2,645	$	195	$	(192)	$	3	Acquisition-related intangible assets (1)	$	3,277	$	(1,030)	$	2,247	$	3,280	$	(774)	$	2,506
Patents and licensed technology	Patents and licensed technology	705		(489)		216		520		(474)		46		Patents and licensed technology	709		(478)		231		706		(475)		231
Total intangible assets	Total intangible assets	$	3,992	$	(1,131)	$	2,861	$	715	$	(666)	$	49	Total intangible assets	$	3,986	$	(1,508)	$	2,478	$	3,986	$	(1,249)	$	2,737

(1) As of ~~October 25, 2020,~~August 1, 2021, acquisition-related intangible assets include the fair value of a Mellanox in-process research and development, or IPR&D, project of $630 million, which has not been amortized. Once the project reaches technological feasibility, we will begin to amortize the intangible asset over its estimated useful life. Refer to Note 2 of these Notes to Condensed Consolidated Financial Statements for further details.yet commenced amortization.

Amortization expense associated with intangible assets was ~~$174~~$138 million and ~~$465~~$275 million for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2021,~~2022, respectively, and $6$284 million and ~~$19~~$291 million for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2020,~~2021, respectively. Future amortization expense related to the net carrying amount of intangible assets, excluding IPR&D, as of ~~October 25, 2020~~August 1, 2021 is estimated to be ~~$146~~$275 million for the remainder of fiscal year ~~2021, $542 million in fiscal year~~ 2022, ~~$539~~$547 million in fiscal year 2023, ~~$418~~$424 million in fiscal year 2024, ~~$364~~$371 million in fiscal year 2025, ~~and $852~~$99 million in fiscal year 2026, and $132 million in fiscal year 2027 and thereafter. ~~Refer~~

There were no changes to ~~Note 2~~the carrying amount of ~~these Notes to Condensed Consolidated Financial Statements for further details on intangible assets.~~goodwill during the second quarter and first half of fiscal year 2022.

Note 10 - Balance Sheet Components

Certain balance sheet components are as follows:


		October 25,		January 26,			August 1,		January 31,
		2020		2020			2021		2021

Inventories:	Inventories:	(In millions)				Inventories:	(In millions)
Raw materials	Raw materials	$	455	$	249	Raw materials	$	825	$	632
Work in-process	Work in-process	380		265		Work in-process	553		457
Finished goods	Finished goods	660		465		Finished goods	736		737
Total inventories	Total inventories	$	1,495	$	979	Total inventories	$	2,114	$	1,826

October 25, January 26,
2020 2020
Other assets: (In millions)
Advanced consideration for acquisition (1) $ 1,357 $ 0
Prepaid royalties (1) 446 1
Investment in non-affiliated entities 106 77
Other 119 40
Total other assets $ 2,028 $ 118

(1) Advanced consideration for acquisition and long-term prepaid royalties are related to the pending acquisition of Arm. Refer to Note 2 of these Notes to Condensed Consolidated Financial Statements for further details.


	August 1,		January 31,
	2021		2021

Prepaid expenses and other current assets:	(In millions)
Prepaid expenses	$	195	$	142
Publicly-held equity security	128		—
Other	129		97
Total prepaid expenses and other current assets	$	452	$	239

1816

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

October 25, January 26,
2020 2020
Accrued and Other Current Liabilities: (In millions)
Customer program accruals $ 609 $ 462
Accrued payroll and related expenses 277 185
Deferred revenue (1) 235 141
Licenses and royalties 124 66
Operating leases 116 91
Taxes payable 70 61
Product warranty and return provisions 33 24
Professional service fee 28 18
Coupon interest on debt obligations 19 20
Other 63 29
Total accrued and other current liabilities $ 1,574 $ 1,097


	August 1,		January 31,
	2021		2021

Other assets:	(In millions)
Advanced consideration for acquisition	$	1,357	$	1,357
Prepaid royalties	422		440
Investment in non-affiliated entities	147		144
Deposits	77		136
Other	47		67
Total other assets	$	2,050	$	2,144


	August 1,		January 31,
	2021		2021

Accrued and Other Current Liabilities:	(In millions)
Customer program accruals	$	745	$	630
Accrued payroll and related expenses	387		297
Deferred revenue (1)	301		288
Operating leases	132		121
Licenses and royalties	102		128
Coupon interest on debt obligations	81		74
Taxes payable	64		61

Product warranty and return provisions	45		39
Professional service fees	32		26








Other	85		61
Total accrued and other current liabilities	$	1,974	$	1,725

(1) Deferred revenue primarily includes customer advances and deferrals related to license and development arrangements and ~~post contract~~post-contract customer support, or PCS.


		October 25,		January 26,			August 1,		January 31,
		2020		2020			2021		2021

Other Long-Term Liabilities:	Other Long-Term Liabilities:	(In millions)				Other Long-Term Liabilities:	(In millions)
Income tax payable (1)	Income tax payable (1)	$	747	$	528	Income tax payable (1)	$	897	$	836
Deferred income tax ~~(2)~~	Deferred income tax ~~(2)~~	258		29		Deferred income tax ~~(2)~~	229		241
Deferred revenue ~~(3)~~(2)	Deferred revenue ~~(3)~~(2)	147		60		Deferred revenue ~~(3)~~(2)	189		163
Employee benefits						Employee benefits	37		33
Licenses payable	Licenses payable	71		110		Licenses payable	33		56
Employee benefits		40		22

Other	Other	48		26		Other	11		46
Total other long-term liabilities	Total other long-term liabilities	$	1,311	$	775	Total other long-term liabilities	$	1,396	$	1,375

(1) As of ~~October 25, 2020,~~August 1, 2021, income tax payable represents the long-term portion of the one-time transition tax payable of ~~$284~~$251 million, unrecognized tax benefits of ~~$264~~$435 million, related interest and penalties of ~~$46~~$52 million, and other foreign long-term tax payable of ~~$153~~$159 million.

(2) ~~Deferred income tax primarily relates to acquired intangible assets.~~

~~(3)~~ Deferred revenue primarily includes deferrals related to PCS.

~~Deferred Revenue~~

~~The following table shows the changes in deferred revenue during the first nine months of fiscal years 2021 and 2020:~~

October 25, October 27,
2020 2019
(In millions)
Balance at beginning of period $ 201 $ 138
Deferred revenue added during the period 361 237
Addition due to business combinations 75 0
Revenue recognized during the period (255) (199)
Balance at end of period $ 382 $ 176

1917

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Deferred Revenue

The following table shows the changes in deferred revenue during the first half of fiscal years 2022 and 2021:


	August 1,		July 26,
	2021		2020

	(In millions)
Balance at beginning of period	$	451	$	201
Deferred revenue added during the period	401		213
Addition due to business combinations	—		75
Revenue recognized during the period	(362)		(147)
Balance at end of period	$	490	$	342

Revenue related to remaining performance obligations represents the remaining contracted license, development arrangements and PCS that has not been recognized. This includes related deferred revenue currently recorded and amounts that will be invoiced in future periods. As of ~~October 25, 2020,~~August 1, 2021, the amount of our remaining performance obligations that has not been recognized as revenue was ~~$679~~$646 million, of which we expect to recognize approximately ~~41%~~50% as revenue over the next ~~twelve~~12 months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less.

Note 11 - Derivative Financial Instruments

We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. These contracts are designated as cash flow hedges for hedge accounting treatment. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur. The fair value of the contracts was not significant as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020.~~31, 2021.

We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than the U.S. dollar, including intercompany hedging instruments, or intercompany derivatives, with wholly-owned subsidiaries in order to hedge certain forecasted expenses denominated in currencies other than the U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which is also recorded in other income or expense.

The table below presents the notional value of our foreign currency forward contracts outstanding as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020:~~31, 2021:


		October 25, 2020		January 26, 2020			August 1, 2021		January 31, 2021

		(In millions)					(In millions)
Designated as cash flow hedges	Designated as cash flow hedges	$	744	$	428	Designated as cash flow hedges	$	902	$	840
Not designated for hedge accounting	Not designated for hedge accounting	$	352	$	287	Not designated for hedge accounting	$	423	$	441

As of ~~October 25, 2020,~~August 1, 2021, all designated foreign currency forward contracts mature within ~~eighteen~~18 months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next ~~twelve~~12 months was not significant.

During the first ~~nine months~~half of fiscal years ~~2021~~2022 and ~~2020,~~2021, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective. Therefore, there were no gains or losses associated with ineffectiveness.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 12 - Debt

Long-Term Debt

In June 2021, we issued $1.25 billion of the 0.309% Notes Due 2023, $1.25 billion of the 0.584% Notes Due 2024, $1.25 billion of the 1.55% Notes Due 2028, and $1.25 billion of the 2.00% Notes Due 2031, or collectively, the June 2021 Notes. Interest on the 0.584% Notes Due 2024 is payable on June 14 and December 14 of each year, beginning on December 14, 2021. Interest on all other series of the June 2021 Notes is payable on June 15 and December 15 of each year, beginning on December 15, 2021. We may redeem the June 2021 Notes for cash prior to maturity, upon at least 10 but no more than 60 days prior notice, at redemption prices that include accrued and unpaid interest and a make-whole premium. However, no make-whole premium will be paid for redemptions of the Notes Due 2023 on or after June 15, 2022, the Notes Due 2024 on or after June 14, 2023, the Notes Due 2028 on or after April 15, 2028, or the Notes Due 2031 on or after March 15, 2031. The net proceeds from the June 2021 Notes were $4.98 billion, after deducting debt discount and issuance costs.

In March 2020, we issued $1.50 billion of the 2.85% Notes Due 2030, $1.00 billion of the 3.50% Notes Due 2040, $2.00 billion of the 3.50% Notes Due 2050, and $500 million of the 3.70% Notes Due 2060, or collectively, the March 2020 Notes. Interest on the March 2020 Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2020. Upon 30 days' notice to holders of the Notes, we may redeem the Notes for cash prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the Notes Due 2030 on or after January 1, 2030, the Notes Due 2040 on or after October 1, 2039, the Notes Due 2050 on or after October 1, 2049, or the Notes Due 2060 on or after October 1, 2059. The net proceeds from the March 2020 Notes were $4.97 billion, after deducting debt discount and issuance costs.year.

In September 2016, we issued $1.00 billion of the 2.20% Notes Due 2021 and $1.00 billion of the 3.20% Notes Due 2026, or collectively, the September 2016 Notes. Interest on the September 2016 Notes is payable on March 16 and September 16 of each year. Upon 30 days' notice to holders of the Notes, we may redeem the Notes for cash prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

~~whole premium will be paid for redemptions of the Notes Due 2021 on or after~~On August 16, 2021, ~~or for redemptions~~we repaid the $1.00 billion of ~~the~~2.20% Notes Due ~~2026 on or after June 16, 2026.~~ 2021.

The ~~net proceeds from the~~ September 2016 Notes, ~~were $1.98 billion, after deducting debt discount and issuance costs.~~

~~Both~~ the ~~September 2016~~March 2020 Notes, and the ~~March 2020~~June 2021 Notes, or collectively, the Notes, are our unsecured senior obligations and rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness. The Notes are structurally subordinated to the liabilities of our subsidiaries and are effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness. All existing and future liabilities of our subsidiaries will be effectively senior to the Notes.

The carrying value of the Notes and the associated interest rates were as follows:

Expected
Remaining Term (years)
Effective
Interest Rate October 25, 2020 January 26, 2020
(In millions)
2.20% Notes Due 2021 0.9 2.38% $ 1,000 $ 1,000
3.20% Notes Due 2026 5.9 3.31% 1,000 1,000
2.85% Notes Due 2030 9.4 2.93% 1,500 0
3.50% Notes Due 2040 19.4 3.54% 1,000 0
3.50% Notes Due 2050 29.5 3.54% 2,000 0
3.70% Notes Due 2060 39.5 3.73% 500 0
Unamortized debt discount and issuance costs (39) (9)
Net carrying amount $ 6,961 $ 1,991


	Expected Remaining Term (years)	Effective Interest Rate	August 1, 2021		January 31, 2021

			(In millions)
2.20% Notes Due 2021	0.1	2.38%	$	1,000	$	1,000
0.309% Notes Due 2023	1.9	0.41%	1,250		—
0.584% Notes Due 2024	2.9	0.66%	1,250		—
3.20% Notes Due 2026	5.1	3.31%	1,000		1,000
1.55% Notes Due 2028	6.9	1.64%	1,250		—
2.85% Notes Due 2030	8.7	2.93%	1,500		1,500
2.00% Notes Due 2031	9.9	2.09%	1,250		—
3.50% Notes Due 2040	18.7	3.54%	1,000		1,000
3.50% Notes Due 2050	28.7	3.54%	2,000		2,000
3.70% Notes Due 2060	38.7	3.73%	500		500
Unamortized debt discount and issuance costs			(57)		(37)
Net carrying amount			11,943		6,963
Less short-term portion			(1,000)		(999)
Total long-term portion			$	10,943	$	5,964

As of ~~October 25, 2020,~~August 1, 2021, we were in compliance with the required covenants under the Notes.

~~Revolving~~

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Credit ~~Facility~~Facilities

We have a Credit Agreement under which we may borrow up to $575 million for general corporate purposes and can obtain revolving loan commitments up to $425 million. As of ~~October 25, 2020,~~August 1, 2021, we had 0tnot borrowed any amounts and were in compliance with the required covenants under this agreement.

~~Commercial Paper~~ The Credit Agreement expires October 2021.

We have a $575 million commercial paper program to support general corporate purposes. As of ~~October 25, 2020,~~August 1, 2021, we had 0tnot issued any commercial paper.

Note 13 - Commitments and Contingencies

Purchase Obligations

As of ~~October 25, 2020,~~August 1, 2021, we had outstanding inventory purchase and long-term supply commitment obligations totaling ~~$2.57~~$4.79 billion, of which $4.59 billion is expected to occur over the next 12 months and ~~other~~the remaining balance over 36 months. Other purchase obligations totaling ~~$398 million.~~$565 million are primarily expected to occur over the next 18 months.

Accrual for Product Warranty Liabilities

The estimated amount of product ~~returns and~~ warranty liabilities was ~~$19~~$31 million and ~~$15~~$22 million as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020,~~31, 2021, respectively, and the activities related to the warranty liabilities were not significant.

In connection with certain agreements that we have entered in the past, we have provided indemnities ~~to cover the indemnified party~~ for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Condensed Consolidated Financial Statements for such indemnifications.

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Litigation

Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint ~~asserts~~asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also ~~allege~~alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs ~~seek~~sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On ~~June 29, 2020, NVIDIA moved~~March 2, 2021, the district court granted NVIDIA’s motion to dismiss the ~~amended~~ complaint onwithout leave to amend, entered judgment in favor of NVIDIA and closed the ~~basis that~~case. On August 11, 2021, plaintiffs ~~failed to state any claims~~filed an appeal from judgment in the United States Court of Appeals for ~~violations of~~ the ~~securities laws by NVIDIA or the individual defendants. As of September 14, 2020, the motion was fully briefed but the Court has not yet issued a decision.~~Ninth Circuit, case number 21-15604.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, remains stayed pending resolution of ~~NVIDIA’s motion to dismiss~~ the ~~complaint~~plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. The lawsuit asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.

The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of ~~NVIDIA’s motion to dismiss~~ the ~~complaint~~plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

It is possible that additional suits will be filed, or allegations received from shareholders, with respect to these same or other matters, naming NVIDIA and/or its officers and directors as defendants.

Accounting for Loss Contingencies

As of ~~October 25, 2020,~~August 1, 2021, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further, except as specifically described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

Note 14 - Shareholders’ Equity

Capital Return Program

Beginning August 2004, our Board of Directors authorized us to repurchase our stock.

Through ~~October 25, 2020,~~August 1, 2021, we have repurchased an aggregate of ~~260 million~~1.04 billion shares under our share repurchase program for a total cost of $7.08 billion. All shares delivered from these repurchases have been placed into treasury stock. As of ~~October 25, 2020,~~August 1, 2021, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $7.24 billion through December 2022.

During the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2021,~~2022, we paid ~~$99~~$100 million and ~~$296~~$198 million in cash dividends to our shareholders, respectively.

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~

Note 15 - Segment Information

Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance. ~~In the prior fiscal year, we had reported~~Our 2 operating segments: GPU and Tegra Processor. During the first quarter of fiscal year 2021, we changed our operating segments to be consistent with the revised manner in which our CODM reviews our financial performance and allocates resources. The 2 new operating segments are "Graphics" and "Compute & ~~Networking". Comparative periods presented reflect this change.~~Networking." Our operating segments are equivalent to our reportable segments.

Our Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; ~~Quadro~~Quadro/NVIDIA RTX GPUs for enterprise design; GRID software for cloud-based visual and virtual computing; and automotive platforms for infotainment systems.

Our Compute & Networking segment includes Data Center platforms and systems for artificial intelligence, or AI, high performance computing, or HPC, and accelerated computing; Mellanox networking and interconnect solutions; ~~DRIVE for~~automotive AI Cockpit, autonomous ~~vehicles;~~driving development agreements, and autonomous vehicle solutions; cryptocurrency mining processors, or CMP; and Jetson for robotics and other embedded platforms.

Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our 2 segments.

The “All Other” category includes the expenses that our CODM does not assign to either Graphics or Compute & Networking for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related costs, ~~legal settlement~~IP-related costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment. However, the CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments and the “All Other” category.


		Graphics		Compute & Networking		All Other		Consolidated			Graphics		Compute & Networking		All Other		Consolidated

		(In millions)									(In millions)
Three Months Ended October 25, 2020
Three Months Ended August 1, 2021										Three Months Ended August 1, 2021
Revenue	Revenue	$	2,787	$	1,939	$	0	$	4,726	Revenue	$	3,907	$	2,600	$	—	$	6,507

Operating income (loss)	Operating income (loss)	$	1,345	$	738	$	(685)	$	1,398	Operating income (loss)	$	2,127	$	1,034	$	(717)	$	2,444

Three Months Ended October 27, 2019
Three Months Ended July 26, 2020										Three Months Ended July 26, 2020
Revenue	Revenue	$	2,226	$	788	$	0	$	3,014	Revenue	$	2,085	$	1,781	$	—	$	3,866

Operating income (loss)	Operating income (loss)	$	1,068	$	158	$	(299)	$	927	Operating income (loss)	$	911	$	691	$	(951)	$	651

Nine Months Ended October 25, 2020
Six Months Ended August 1, 2021										Six Months Ended August 1, 2021
Revenue	Revenue	$	6,778	$	4,894	$	0	$	11,672	Revenue	$	7,358	$	4,810	$	—	$	12,168

Operating income (loss)	Operating income (loss)	$	3,092	$	1,880	$	(1,947)	$	3,025	Operating income (loss)	$	3,913	$	1,895	$	(1,408)	$	4,400

Nine Months Ended October 27, 2019
Six Months Ended July 26, 2020										Six Months Ended July 26, 2020
Revenue	Revenue	$	5,555	$	2,258	$	0	$	7,813	Revenue	$	3,991	$	2,955	$	—	$	6,946

Operating income (loss)	Operating income (loss)	$	2,307	$	418	$	(869)	$	1,856	Operating income (loss)	$	1,747	$	1,142	$	(1,262)	$	1,627


	Three Months Ended				Six Months Ended
	August 1, 2021		July 26, 2020		August 1, 2021		July 26, 2020

	(In millions)
Reconciling items included in "All Other" category:

Stock-based compensation expense	$	(465)	$	(374)	$	(894)	$	(598)
Acquisition-related and other costs	(158)		(474)		(325)		(479)
Unallocated cost of revenue and operating expenses	(90)		(86)		(180)		(168)
IP-related costs	(4)		(17)		(9)		(17)


Total	$	(717)	$	(951)	$	(1,408)	$	(1,262)

2322

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Three Months Ended Nine Months Ended
October 25,
2020 October 27,
2019 October 25,
2020 October 27,
2019
(In millions)
Reconciling items included in "All Other" category:
Stock-based compensation expense $ (383) $ (223) $ (981) $ (624)
Acquisition-related and other costs (192) (7) (669) (22)
Unallocated cost of revenue and operating expenses (89) (69) (259) (210)
Legal settlement costs (21) 0 (38) (13)
Total $ (685) $ (299) $ (1,947) $ (869)

Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if our customers’ revenue is attributable to end customers that are located in a different location. The following table summarizes information pertaining to our revenue from customers based on the invoicing address by geographic regions:


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 25,		October 27,		October 25,		October 27,			August 1,		July 26,		August 1,		July 26,
		2020		2019		2020		2019			2021		2020		2021		2020

		(In millions)									(In millions)
Revenue:	Revenue:									Revenue:
Taiwan	Taiwan	$	1,296	$	838	$	3,062	$	2,171	Taiwan	$	1,961	$	954	$	3,745	$	1,766
China (including Hong Kong)	China (including Hong Kong)	1,113		758		2,727		1,894		China (including Hong Kong)	1,720		855		3,111		1,614
Other Asia Pacific	Other Asia Pacific	955		805		2,260		1,983		Other Asia Pacific	1,047		698		2,048		1,305
United States	United States	890		236		2,331		589		United States	996		944		1,764		1,441
Europe	Europe	247		216		741		753		Europe	429		240		810		494
Other countries	Other countries	225		161		551		423		Other countries	354		175		690		326
Total revenue	Total revenue	$	4,726	$	3,014	$	11,672	$	7,813	Total revenue	$	6,507	$	3,866	$	12,168	$	6,946

The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:

Three Months Ended Nine Months Ended
October 25, October 27, October 25, October 27,
2020 2019 2020 2019
(In millions)
Revenue:
Gaming $ 2,271 $ 1,659 $ 5,264 $ 4,027
Professional Visualization 236 324 746 881
Data Center 1,900 726 4,793 2,015
Automotive 125 162 391 537
OEM and Other 194 143 478 353
Total revenue $ 4,726 $ 3,014 $ 11,672 $ 7,813

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)~~

~~(Unaudited)~~


	Three Months Ended				Six Months Ended
	August 1,		July 26,		August 1,		July 26,
	2021		2020		2021		2020

	(In millions)
Revenue:
Gaming	$	3,061	$	1,654	$	5,821	$	2,993
Data Center	2,366		1,752		4,414		2,893
Professional Visualization	519		203		891		510
Automotive	152		111		306		266
OEM and Other	409		146		736		284
Total revenue	$	6,507	$	3,866	$	12,168	$	6,946

No customer represented 10% or more of total revenue for the ~~third~~second quarter and first ~~nine months~~half of fiscal ~~year~~years 2022 or 2021. ~~One customer represented 10% and 11% of our total revenue for the third quarter and first nine months of fiscal year 2020, respectively, and was attributable primarily to the Graphics segment.~~

One customer represented 13% and ~~21%~~16% of our accounts receivable balance as of ~~October 25, 2020~~August 1, 2021 and January ~~26, 2020,~~31, 2021, respectively.

~~Note 16 - Goodwill~~

During the first quarter of fiscal year 2021, we changed our operating segments to Graphics and Compute & Networking, as discussed in Note 15 of these Notes to Condensed Consolidated Financial Statements. As a result, our reporting units also changed, and we reassigned the goodwill balance to the new reporting units based on their relative fair values. We determined there was 0 goodwill impairment immediately prior to the reorganization. As of October 25, 2020, the total carrying amount of goodwill was $4.19 billion and the amount of goodwill allocated to our Graphics and Compute & Networking reporting units was $347 million and $3.85 billion, respectively. In the first nine months of fiscal year 2021, goodwill increased by $3.57 billion. The increase in goodwill in the first nine months of fiscal year 2021 was due to goodwill of $3.43 billion arising from the Mellanox acquisition, and goodwill of $133 million from other acquisition activity, both of which were allocated to the Compute & Networking reporting unit.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. Other statements in this Quarterly Report on Form 10-Q regarding the potential future impact of the COVID-19 pandemic on the Company’s business and results of operations are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K for the fiscal year ended January 31, 2021 in greater detail under the heading “Risk ~~Factors.”~~Factors” of such reports. Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.

NVIDIA, the NVIDIA logo, GeForce, ~~DRIVE AGX Orin,~~ GeForce NOW, GeForce RTX, ~~SUPER,~~Mellanox, NVIDIA ~~A100, NVIDIA Broadcast, NVIDIA CloudXR, NVIDIA CUDA, NVIDIA DLSS, NVIDIA DGX A100, NVIDIA DGX SuperPOD,~~Base Command, NVIDIA DRIVE, NVIDIA ~~EGX, NVIDIA GRID, NVIDIA Jarvis, NVIDIA Jetson, NVIDIA Maxine, NVIDIA Merlin,~~Fleet Command, NVIDIA Omniverse, NVIDIA ~~Omniverse Machinima, NVIDIA Reflex, NVIDIA~~ RTX, ~~Mellanox,~~ Quadro, Quadro RTX ~~Quadro View~~ and ~~Tegra~~Tensor RT are trademarks and/or registered trademarks of NVIDIA Corporation in the United States and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability, and specifications are subject to change without notice.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with ~~“Item 6. Selected Financial Data”~~the risk factors set forth in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020~~31, 2021 and ~~“Item~~Part II, Item 1A. ~~Risk~~“Risk Factors” of this Quarterly Report on Form 10-Q and our Condensed Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Quarterly Report on Form 10-Q, before deciding to purchase or sell shares of our common stock.

Overview

Our Company and Our Businesses

NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. ~~Starting with a~~Since our original focus on PC graphics, we ~~extended our focus in recent years~~have expanded to ~~the revolutionary field of AI.~~several other large and important computationally intensive fields. Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU architecture to create platforms for scientific computing, AI, data science, autonomous vehicles, or AV, robotics, and augmented and virtual reality, ~~HPC,~~or AR and ~~AI.~~VR.

~~Through fiscal year 2020, our reportable~~Our two operating segments ~~were GPU and Tegra Processor. Starting with the first quarter of fiscal year 2021, our reportable segments have changed to~~are "Graphics" and "Compute & ~~Networking".~~

~~Our Graphics segment includes GeForce GPUs for gaming and PCs,~~Networking," as described in Note 15 of the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro GPUs for enterprise design; GRID software for cloud-based visual and virtual computing; and automotive platforms for infotainment systems.

Our Compute & Networking segment includes Data Center platforms and systems for AI, HPC, and accelerated computing; Mellanox networking and interconnect solutions; DRIVE for autonomous vehicles; and Jetson for robotics and other embedded platforms.

~~All prior period comparisons presented reflect our new reportable segments. Our market platforms – Gaming, Professional Visualization, Data Center, Automotive, OEM and Other – remain unchanged.~~Notes to Condensed Consolidated Financial Statements.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

Recent Developments, Future Objectives and Challenges

Pending Acquisition of Arm Limited

On September 13, 2020, we entered into a Purchase Agreement with Arm and SoftBank for us to acquire, from SoftBank, all ~~of the~~ allotted and issued ordinary shares of Arm in a transaction valued at $40 billion. We paid ~~$2 billion in~~the Signing Consideration and will pay upon closing of the acquisition $10 billion in cash and issue to SoftBank ~~44.3~~177.5 million shares of our

common stock, ~~with~~which had an aggregate value of $21.5 ~~billion.~~billion as of the date of the Purchase Agreement. The transaction includes a potential earn out, which is contingent on the achievement of certain financial performance targets by Arm during the fiscal year ending March 31, 2022. If the financial performance targets are achieved, Softbank can elect to receive either up to an additional $5 billion in cash or up to ~~10.3~~an additional 41.3 million shares of our common stock. We will issue up to $1.5 billion in restricted stock units to Arm employees after closing. The $2 billion paid upon signing was allocated between advanced consideration for the acquisition of $1.36 billion and the prepayment of intellectual property licenses from Arm of $0.17 billion and royalties of $0.47 ~~billion.~~billion, both with a 20-year term. The closing of the acquisition is subject to customary closing conditions, including receipt of specified governmental and regulatory consents and approvals and the expiration of any related mandatory waiting period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and certain other assets and liabilities. We are working through the regulatory process in the United States, the United Kingdom, the European Union, China and other jurisdictions. Although some Arm licensees have expressed concerns or objected to the transaction, and discussions with regulators are taking longer than initially thought, we are confident in the deal rationale and that regulators should recognize the benefits of the acquisition to Arm, its licensees, and the industry. If the Purchase Agreement is terminated under certain circumstances, we will be refunded $1.25 billion of the Signing Consideration. The ~~$2 billion payment upon signing~~Signing Consideration was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement.

Demand

Demand for our products is based on many factors, including our product introductions and transitions, competitor announcements, and competing technologies, all of which can impact the timing and amount of our revenue. For example, our GPUs for gaming are capable of digital currency mining. Demand and use of GPUs for cryptocurrency has fluctuated in the past and is likely to continue to change quickly. Volatility in the cryptocurrency market, including changes in the prices of cryptocurrencies, can impact demand for our products and our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the pending Ethereum 2.0 standard may also create increased aftermarket resales of our GPUs, impact retail prices for our GPUs, increase returns of our products in the distribution channel, and may reduce demand for our new GPUs. Government cryptocurrency policies and regulations may also impact the demand for our products. We ~~believe~~have introduced Low Hash Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and increased the ~~closing~~supply of CMP in an effort to direct GeForce to gamers and CMP to miners. During the second quarter of fiscal year 2022, over 80% of our Ampere architecture-based GeForce GPU shipments in the quarter were LHR GPUs. Additionally, consumer behavior during the COVID-19 pandemic has made it more difficult for us to estimate future demand, and these challenges may be more pronounced or volatile in the future on both a global and regional basis if and when the effects of the ~~acquisition will likely~~pandemic subside. In estimating demand and evaluating trends, we make multiple assumptions, any of which may prove to be incorrect.

Supply

Our products are manufactured based on estimates of customers’ future demand and our manufacturing lead times are very long. We sell many of our products through a channel model, and our channel customers sell to retailers, distributors, and/or end customers. As a result, the decisions made by our channel partners, retailers, and distributors in response to changing market conditions and the changing demand for our products could impact our financial results. To have shorter shipment lead times and quicker delivery schedules for our customers, we may build inventory for anticipated periods of growth which do not occur, may build inventory anticipating demand that does not materialize, or may build inventory to serve what we believe is pent-up demand. We may remain supply-constrained beyond the end of the second half of fiscal year 2022. We have placed non-cancellable inventory orders for certain products in advance of our normal lead times, paid premiums and provided deposits to secure normal and incremental future supply and capacity and may need to continue to do so in the ~~first quarter of calendar year 2022.~~future.

COVID-19

The worldwide COVID-19 pandemic ~~is prompting~~has caused governments and businesses to take unprecedented measures including restrictions on travel, temporary business closures, quarantines and shelter-in-place orders. It has significantly impacted global economic activity and caused volatility and disruption in global financial markets. ~~Since March 2020,~~Some regions are easing COVID-19 related restrictions; however, most of our employees ~~have been working~~continue to work remotely and we ~~have~~continue to temporarily ~~prohibited~~prohibit most business travel.

~~Our~~The COVID-19 pandemic continues to evolve and affect our business and financial results. During the second quarter of fiscal 2022, our Gaming and Data Center market platforms have benefited from stronger demand as people continue to work, learn, and play from home. ~~In Professional Visualization, stronger demand for mobile workstations due~~As our own offices begin to ~~work from home trends was partially offset by lower demand for desktop workstations. In Automotive, customers' production volumes have largely returned~~reopen, we expect to ~~pre-COVID levels. In our supply chain, stronger demand globally has limited the availability of capacity~~incur incremental expenses as we resume onsite services and ~~components.~~related in-office costs.

As the COVID-19 pandemic continues, the timing and overall demand from customers and the availability of supply chain, logistical services and component supply may have a material net negative impact on our business and financial results. Refer to Part II, Item 1A of this Quarterly Report on Form 10-Q for additional information under the heading “Risk ~~Factors”.~~Factors.”

~~The Company believes its~~We believe our existing balances of cash, cash equivalents and marketable securities, along with commercial paper and other short-term liquidity arrangements, will be sufficient to satisfy ~~its~~our working capital needs, capital asset purchases, dividends, debt repayments and other liquidity requirements associated with ~~its~~our existing operations.

~~Third~~Second Quarter of Fiscal Year ~~2021~~2022 Summary


		Three Months Ended														Three Months Ended
		October 25, 2020			July 26, 2020			October 27, 2019			Quarter-over-Quarter Change		Year-over-Year Change			August 1, 2021			May 2, 2021			July 26, 2020			Quarter-over-Quarter Change		Year-over-Year Change

		($ in millions, except per share data)														($ in millions, except per share data)
Revenue	Revenue	$	4,726		$	3,866		$	3,014		22	%	57	%	Revenue	$	6,507		$	5,661		$	3,866		15	%	68	%
Gross margin	Gross margin	62.6		%	58.8		%	63.6		%	380 bps		(100) bps		Gross margin	64.8		%	64.1		%	58.8		%	70 bps		600 bps
Operating expenses	Operating expenses	$	1,562		$	1,624		$	989		(4)	%	58	%	Operating expenses	$	1,771		$	1,673		$	1,624		6	%	9	%
Income from operations	Income from operations	$	1,398		$	651		$	927		115	%	51	%	Income from operations	$	2,444		$	1,956		$	651		25	%	275	%
Net income	Net income	$	1,336		$	622		$	899		115	%	49	%	Net income	$	2,374		$	1,912		$	622		24	%	282	%
Net income per diluted share	Net income per diluted share	$	2.12		$	0.99		$	1.45		114	%	46	%	Net income per diluted share	$	0.94		$	0.76		$	0.25		24	%	276	%

We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Gaming, Data Center, Professional Visualization, and Automotive.

Revenue for the ~~third~~second quarter of fiscal year ~~2021~~2022 was ~~$4.73~~$6.51 billion, up ~~57%~~68% from a year ~~earlier and up 22% sequentially.~~earlier.

~~Graphics segment~~Gaming revenue was ~~$2.79 billion,~~ up ~~25% from a year earlier and up 34% sequentially.~~

~~Compute & Networking segment revenue was $1.94 billion, up 146%~~85% from a year ago and up ~~9% sequentially.~~

~~From a market-platform perspective, Gaming revenue was $2.27 billion, up 37% both from a year ago and sequentially. The increases reflect~~11% sequentially, reflecting higher sales ~~across desktop and notebook gaming~~in GeForce GPUs and ~~game console~~game-console SOCs. ~~Desktop gaming~~We continued to benefit from strong sales ~~benefited from the launch~~ of our GeForce RTX 30 Series based on the NVIDIA Ampere architecture. We have introduced LHR GeForce GPUs with limited Ethereum mining capability and increased the supply of CMP in an effort to direct GeForce to gamers and CMP to miners. Over 80% of our Ampere architecture-based GeForce GPU shipments in the quarter were LHR GPUs. CMP is included in OEM.

Data Center revenue was up 35% from a year ago and up 16% sequentially. The year-on-year growth was led by the ramp of NVIDIA Ampere architecture products into vertical industries and hyperscale customers, including strong growth in inference. Sequentially, growth stemmed from both compute and networking products, led by hyperscale customers.

Professional Visualization revenue was ~~$236 million, down 27%~~up 156% from a year earlier and up 16% sequentially. The year-on-year decline was influenced by COVID-19, with reduced demand for desktop workstations. The sequential increase reflects a sharp rebound in mobile workstations due to work from home trends.

Data Center revenue was $1.90 billion, up 162% from a year ago and up 8% sequentially. Our recent acquisition of Mellanox contributed 13% of total company revenue and approximately a third of Data Center revenue. In addition to Mellanox, the year-on-year and sequential increases were40% sequentially, driven by the ramp of NVIDIA Ampere architecture ~~products.~~GPUs, with growth led by desktop workstation GPUs.

Automotive revenue was ~~$125 million, down 23%~~up 37% from a year earlier and ~~up 13%~~down 1% sequentially. The year-on-year ~~decrease reflects a decline~~increase was due to the recovery in ~~revenue from legacy infotainment modules and autonomous driving development agreements. The sequential increase reflects higher sales of AI cockpit solutions.~~automotive demand which was impacted by the pandemic in the prior year.

OEM and Other revenue was ~~$194 million,~~ up ~~36%~~180% from a year ago and up ~~33%~~25% sequentially, primarily ~~due to higher volume~~reflecting growth in CMP, which generated revenue of ~~entry-level laptop GPUs.~~$266 million.

~~Gross~~GAAP gross margin for the second quarter was ~~62.6% in the third quarter, down 100~~up 600 basis points from a year earlier, ~~and up 380 basis points sequentially. The year-on-year decline reflects charges related~~primarily due to the Mellanox acquisition and lower margins in Gaming, partially offset by a shift in product mix with higher Data Center and lower Automotive sales. The sequential increase was primarily driven by the absence of a non-recurring inventory step-up expense of $161 million related to the Mellanox acquisition in the ~~prior quarter.~~second quarter of fiscal year 2021. GAAP gross margin was up 70 basis points sequentially.

Operating expenses for the second quarter were ~~$1.56 billion,~~ up 58% from a year earlier and down 4% sequentially. The year-on-year increase was primarily driven by compensation-related costs, the Mellanox acquisition, infrastructure costs, and employee growth. The sequential decrease was due to a reduction in acquisition-related costs.

~~Income from operations was $1.40 billion, up 51%~~9% from a year earlier and up ~~115%~~6% sequentially. ~~Net income was $1.34 billion. Net income per diluted share was $2.12, up 46% from a year earlier~~The year-on-year and ~~up 114% sequentially.~~

~~Cash, cash equivalents and marketable securities at the end of the third quarter~~sequential increases were ~~$10.14 billion, up from $9.77 billion a year earlier and down from $10.98 billion in the prior quarter.~~primarily driven by compensation-related costs largely relating to employee growth. The year-on-year increase ~~primarily~~also reflects ~~the issuance~~growth of the $5 billion of notes in March 2020 and cash flow generation, partially offset by acquisitions. The sequential decrease primarily reflects the $2 billion payment under the Purchase Agreement to acquire Arm.

~~We paid $99 million in quarterly cash dividends in the third quarter.~~

~~Market Platform Highlights~~

During the third quarter of fiscal year 2021, in our Gaming platform, we unveiled GeForce RTX 30 Series GPUs; announced that Fortnite will support NVIDA RTX real-time ray tracing and DLSS AI super-resolution; introduced NVIDIA Reflex; and unveiled NVIDIA Broadcast.

In our Professional Visualization platform, we brought to open beta NVIDIA Omniverse; announced NVIDIA Omniverse Machinima; and collaborated with Adobe to bring GPU-accelerated neural filters to Adobe Photoshop AI-powered tools.

In our Data Center platform, we shared news that Amazon Web Services and Oracle Cloud Infrastructure announced general availability of cloud computing instances based on the NVIDIA A100 GPU; announced the NVIDIA DGX SuperPOD Solution for Enterprise; announced that five supercomputers backed by EuroHPC will use NVIDIA’s data center accelerators or networking; introduced the new family of NVIDIA BlueField-2 DPUs (data processing units); announced a broad partnership with VMware to create an end-to-end enterprise platform for AI and a new architecture for data center, cloud and edge; unveiled NVIDIA Maxine; introduced the NVIDIA RTX A6000 and NVIDIA A40 GPUs; extended our lead on MLPerf performance benchmarks for inference; announced a partnership with GSK to integrate computinginfrastructure costs.

2826

~~platforms for imaging, genomics~~Income from operations was $2.44 billion, up 275% from a year earlier and up 25% sequentially. Net income was $2.37 billion. Net income per diluted share was $0.94, up 276% from a year earlier and up 24% sequentially.

Cash, cash equivalents and marketable securities were $19.65 billion, up from $10.98 billion a year earlier and up from $12.67 billion in the prior quarter. The year-on-year and sequential increases reflect $5 billion of debt issuance proceeds and operating cash flow generation.

We paid $100 million in quarterly cash dividends in the second quarter.

Market Platform Highlights

During the second quarter of fiscal year 2022, in our Gaming platform, we introduced GeForce RTX 3080 Ti and GeForce RTX 3070 Ti; announced that NVIDIA RTX is featured in 130+ games and applications; announced that NVIDIA Reflex is supported in 20 games, including top e-sports titles; and announced that GeForce NOW gives members access to more than 1,000 PC games.

In our Data Center platform, we unveiled NVIDIA Base Command and Fleet Command; established the AI ~~into~~LaunchPad hybrid-cloud partner program to offer enterprises instant access to NVIDIA AI infrastructure and software; and announced that NVIDIA technology supports 342 supercomputers on the ~~drug~~latest TOP500 list, including 70% of all new systems and ~~vaccine discovery process;~~8 of the top 10, and ~~introduced~~powers 35 of the top 40 greenest systems.

In our Professional Visualization platform, we expanded NVIDIA ~~A100 80GB GPU,~~Omniverse through new integrations with Blender and Adobe, and launched the NVIDIA ~~DGX Station A100, and NVIDIA Mellanox InfiniBand.~~RTX A2000.

In our Automotive platform, we announced design wins with ~~Mercedes-Benz that~~robotaxi startup AutoX and autonomous trucking platform startup Embark, and collaborated with autonomous trucking company Plus on plans to provide Amazon with at least 1,000 self-driving systems, which are powered by NVIDIA is powering the next-generation MBUX AI cockpit system; announced with Hyundai Motor Group that the Korean automaker’s entire lineup of Hyundai, Kia and Genesis models will come standard with NVIDIA DRIVE in-vehicle infotainment systems, starting in 2022; and announced that China’s Li Auto will develop its next-generation of electric vehicles using NVIDIA DRIVE AGX Orin, a software-defined platform for autonomous vehicles.DRIVE.

Financial Information by Business Segment and Geographic Data

Refer to Note 15 of the Notes to Condensed Consolidated Financial Statements for disclosure regarding segment information.

~~Critical Accounting Policies and Estimates~~

Management’s discussion and analysis of financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue, expenses and related disclosure of contingencies. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Our management has discussed the development and selection of these critical accounting policies and estimates with the Audit Committee of our Board of Directors. The Audit Committee has reviewed our disclosures relating to our critical accounting policies and estimates in this Quarterly Report on Form 10-Q. Due to the Mellanox acquisition, we added the following critical accounting policy:

~~Business Combinations~~

The application of acquisition accounting to a business acquisition requires that we identify the individual assets acquired and liabilities assumed and estimate the fair value of each. The fair value of assets acquired and liabilities assumed in a business acquisition are recognized at the acquisition date, with the purchase price exceeding the fair values being recognized as goodwill. Determining fair value of identifiable assets, particularly intangibles, liabilities acquired and contingent obligations assumed requires management to make estimates. In certain circumstances, the allocations of the purchase price are based upon preliminary estimates and assumptions and subject to revision when we receive final information, including appraisals and other analysis. Accordingly, the measurement period for such purchase price allocations will end when the information, or the facts and circumstances, becomes available, but will not exceed twelve months. We will recognize measurement-period adjustments during the period of resolution, including the effect on earnings of any amounts that would have been recorded in previous periods if the accounting had been completed at the acquisition date.

Goodwill and intangible assets often represent a significant portion of the assets acquired in a business combination. We recognize the fair value of an acquired intangible apart from goodwill whenever the intangible arises from contractual or other legal rights, or when it can be separated or divided from the acquired entity and sold, transferred, licensed, rented or exchanged, either individually or in combination with a related contract, asset or liability. Intangible assets consist primarily of technology, customer relationships, order backlog and trade name acquired in a business combination and IPR&D. We generally assess the estimated fair values of acquired intangibles using a combination of valuation techniques. To estimate fair value, we are required to make certain estimates and assumptions, including future economic and market conditions, revenue growth, technology migration curve, and risk-adjusted discount rates. Our estimates require significant judgment and are based on historical data, various internal estimates, and external sources. Our assessment of IPR&D also includes consideration of the risk of the projects not achieving technological feasibility.

There have been no other material changes in our critical accounting policies and estimates since our Annual Report on Form 10-K for the fiscal year ended January 26, 2020. Refer to Note 1 “Basis of Presentation” to the condensed consolidated financial statements for additional details. In addition, please refer to Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in Part II, Item 7 of our Annual Report on Form 10-K for our fiscal year ended January 26, 2020 for a more complete discussion of our critical accounting policies and estimates.

2927

Results of Operations

The following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income expressed as a percentage of revenue.


		Three Months Ended				Nine Months Ended					Three Months Ended				Six Months Ended
		October 25, 2020		October 27, 2019		October 25, 2020		October 27, 2019			August 1, 2021		July 26, 2020		August 1, 2021		July 26, 2020
Revenue	Revenue	100.0	%	100.0	%	100.0	%	100.0	%	Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	Cost of revenue	37.4		36.4		38.0		39.2		Cost of revenue	35.2		41.2		35.5		38.4
Gross profit	Gross profit	62.6		63.6		62.0		60.8		Gross profit	64.8		58.8		64.5		61.6
Operating expenses	Operating expenses									Operating expenses
Research and development	Research and development	22.2		23.6		23.8		26.8		Research and development	19.1		25.8		19.7		24.9
Sales, general and administrative	Sales, general and administrative	10.9		9.2		12.3		10.3		Sales, general and administrative	8.1		16.2		8.6		13.3

Total operating expenses	Total operating expenses	33.1		32.8		36.1		37.1		Total operating expenses	27.2		42.0		28.3		38.2
Income from operations	Income from operations	29.5		30.8		25.9		23.7		Income from operations	37.6		16.8		36.2		23.4
Interest income	Interest income	0.1		1.5		0.4		1.8		Interest income	0.1		0.3		0.1		0.6
Interest expense	Interest expense	(1.1)		(0.4)		(1.1)		(0.5)		Interest expense	(0.9)		(1.4)		(0.9)		(1.1)
Other, net	Other, net	(0.1)		—		—		—		Other, net	0.1		—		1.1		—
Other income (expense), net	Other income (expense), net	(1.1)		1.1		(0.7)		1.3		Other income (expense), net	(0.7)		(1.1)		0.3		(0.5)
Income before income tax	Income before income tax	28.4		31.9		25.2		25.0		Income before income tax	36.9		15.7		36.5		22.9
Income tax expense		0.3		2.0		0.5		1.4
Income tax expense (benefit)										Income tax expense (benefit)	0.3		(0.3)		1.3		0.7
Net income	Net income	28.1	%	29.9	%	24.7	%	23.6	%	Net income	36.6	%	16.0	%	35.2	%	22.2	%

Revenue

Revenue by Reportable Segments


		Three Months Ended								Nine Months Ended									Three Months Ended								Six Months Ended
		October 25, 2020		October 27, 2019		$ Change		% Change		October 25, 2020		October 27, 2019		$ Change		% Change			August 1, 2021		July 26, 2020		$ Change		% Change		August 1, 2021		July 26, 2020		$ Change		% Change

		($ in millions)																	($ in millions)
Graphics	Graphics	$	2,787	$	2,226	$	561	25	%	$	6,778	$	5,555	$	1,223	22	%	Graphics	$	3,907	$	2,085	$	1,822	87	%	$	7,358	$	3,991	$	3,367	84	%
Compute & Networking	Compute & Networking	1,939		788		1,151		146	%	4,894		2,258		2,636		117	%	Compute & Networking	2,600		1,781		819		46	%	4,810		2,955		1,855		63	%
Total	Total	$	4,726	$	3,014	$	1,712	57	%	$	11,672	$	7,813	$	3,859	49	%	Total	$	6,507	$	3,866	$	2,641	68	%	$	12,168	$	6,946	$	5,222	75	%

Graphics - Graphics segment revenue ~~for~~increased 87% in the ~~third~~second quarter of fiscal year 2022 compared to the second quarter of fiscal year 2021 and 84% in the first half of fiscal year 2022 compared to the ~~third quarter of fiscal year 2020 increased by 25% and revenue for the~~ first ~~nine months~~half of fiscal year 2021, ~~compared to the first nine months of fiscal year 2020 increased by 22%. These increases reflect~~reflecting growth in GeForce GPUs which benefited from the introduction of new products of our GeForce RTX 30 Series for both desktop and laptops based on the NVIDIA Ampere architecture. Additionally, revenue increased from higher sales of NVIDIA RTX workstations and game console ~~SOCs, partially offset by lower sales of Quadro workstations.~~SOCs.

Compute & Networking -Compute & Networking segment revenue increased 46% for the ~~third~~second quarter of fiscal year 2022 compared to the second quarter of fiscal year 2021 ~~compared to~~and 63% in the ~~third quarter~~first half of fiscal year ~~2020 increased by 146% and revenue for the first nine months of fiscal year 2021~~2022 compared to the first ~~nine months~~half of fiscal year ~~2020~~2021. Revenue increased ~~by 117%. These increases reflect~~due to the ~~addition of Mellanox acquired on April 27, 2020 and the continued~~ ramp of NVIDIA Ampere GPU architecture ~~systems~~products into vertical industries and ~~new~~hyperscale customers, including growth in inference. The addition of CMP products ~~partially offset by lower autonomous driving development agreement revenue.~~for cryptocurrency mining also drove revenue growth. The increase in the first half of fiscal year 2022 also reflects the addition of Mellanox, which we acquired on April 27, 2020.

~~Concentration of Revenue~~

3028

Concentration of Revenue

Revenue from sales to customers outside of the United States accounted for ~~81%~~85% and ~~80%~~86% of total revenue for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2021,~~2022, respectively, and ~~92%~~76% and 79% of total revenue for the ~~third~~second quarter and first ~~nine months~~half of fiscal year ~~2020.~~2021, respectively. Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if the revenue is attributable to end customers in a different location.

Gross Margin

Our overall gross margin ~~decreased~~increased to ~~62.6%~~64.8% and 64.5% for the ~~third~~second quarter and first half of fiscal year 2022, respectively, from 58.8% and 61.6% for the second quarter and first half of fiscal year 2021, ~~from 63.6% for~~respectively. These increases are primarily due to the ~~third quarter~~absence of ~~fiscal year 2020, reflecting charges~~a non-recurring inventory step-up expense of $161 million related to the Mellanox acquisition and ~~lower margins~~higher ASPs within desktop GeForce GPUs with continued growth in ~~Gaming,~~high-end Ampere architecture products, partially offset by a mix shift ~~in product mix with higher Data Center and lower Automotive sales. Our overall gross margin increased to 62.0% for~~within the ~~first nine months of fiscal year 2021 from 60.8% for the first nine months of fiscal year 2020, primarily driven by Mellanox products, lower Automotive sales and lower product costs within~~ Compute & Networking ~~partially offset by Mellanox acquisition-related costs including a non-recurring inventory step-up charge of $161 million and ongoing intangible asset amortization of $171 million.~~segment.

Inventory provisions totaled ~~$15~~$73 million and ~~$42~~$45 million for the ~~third~~second quarter of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively. Sales of inventory that was previously written-off or -down totaled ~~$29~~$20 million and ~~$78~~$49 million for the ~~third~~second quarter of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively. As a result, the overall net effect on our gross margin was ~~a favorable~~an unfavorable impact of ~~0.3%~~0.8% and ~~1.2%~~insignificant in the ~~third~~second quarter of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively.

Inventory provisions totaled ~~$96~~$131 million and ~~$114~~$81 million for the first ~~nine months~~half of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively. Sales of inventory that was previously written-off or -down totaled ~~$116~~$41 million and ~~$109~~$88 million for the first ~~nine months~~half of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively. As a result, the overall net effect on our gross margin was ~~a favorable impact of 0.2% in the first nine months of fiscal year 2021 and~~ an unfavorable impact of ~~0.1% for~~0.7% and insignificant in the first ~~nine months~~half of fiscal ~~year 2020.~~years 2022 and 2021, respectively.

A discussion of our gross margin results for each of our reportable segments is as follows:

Graphics - The gross margin of our Graphics segment ~~decreased~~increased during the ~~third~~second quarter and first half of fiscal year 2022 compared to the second quarter and first half of fiscal year 2021, ~~compared to the third quarter of fiscal year 2020,~~ primarily driven by ~~a shift~~higher ASPs within desktop GeForce GPUs with continued growth in product mix and higher product costs. The gross margin of our Graphics segment increased during the first nine months of fiscal year 2021 compared to the first nine months of fiscal year 2020, primarily driven by lower legacy infotainment sales and product mix within Quadro.high-end Ampere architecture products.

Compute & Networking - The gross margin of our Compute & Networking segment ~~increased~~decreased during the ~~third~~second quarter and first ~~nine months~~half of fiscal year 2022 compared to the second quarter and first half of fiscal year 2021, primarily driven by a shift in product mix.

Operating Expenses


	Three Months Ended										Six Months Ended
	August 1, 2021			July 26, 2020			$ Change		% Change		August 1, 2021			July 26, 2020			$ Change		% Change

	($ in millions)
Research and development expenses	$	1,245		$	997		$	248	25	%	$	2,398		$	1,732		$	666	38	%
% of net revenue	19		%	26		%					20		%	25		%
Sales, general and administrative expenses	526			627			(101)		(16)	%	1,046			920			126		14	%
% of net revenue	8		%	16		%					9		%	13		%
Total operating expenses	$	1,771		$	1,624		$	147	9	%	$	3,444		$	2,652		$	792	30	%

Research and Development

Research and development expenses increased by 25% during the second quarter of fiscal year 2022 compared to the ~~third~~second quarter ~~and first nine months~~ of fiscal year ~~2020,~~2021, primarily driven by ~~Mellanox products~~employee additions and ~~lower product~~higher employee compensation, including stock-based compensation and infrastructure costs.

~~Operating Expenses~~

Three Months Ended Nine Months Ended
October 25,
2020 October 27,
2019 $
Change %
Change October 25,
2020 October 27,
2019 $
Change %
Change
($ in millions)
Research and development expenses $ 1,047 $ 712 $ 335 47 % $ 2,778 $ 2,091 $ 687 33 %
% of net revenue 22 % 24 % 24 % 27 %
Sales, general and administrative expenses 515 277 238 86 % 1,437 806 631 78 %
% of net revenue 11 % 9 % 12 % 10 %
Total operating expenses $ 1,562 $ 989 $ 573 58 % $ 4,215 $ 2,897 $ 1,318 45 %

3129

Research and ~~Development~~

~~Research and~~ development expenses increased by ~~47% and 33%~~38% during the ~~third quarter and~~ first ~~nine months~~half of fiscal year 2022 compared to the first half of fiscal year 2021, ~~compared to the third quarter and first nine months of fiscal year 2020, respectively,~~ primarily driven by ~~expenses related to the Mellanox acquisition. In addition to Mellanox, increases reflect~~employee additions and higher employee compensation, ~~and related costs,~~ including stock-based compensation and infrastructure ~~costs.~~costs, and the acquisition of Mellanox.

Sales, General and Administrative

Sales, general and administrative expenses ~~increased~~decreased by ~~86% and 78%~~16% during the ~~third~~second quarter ~~and first nine months~~of fiscal year 2022 compared to the second quarter of fiscal year 2021, primarily driven by lower amortization of intangible assets, partially offset by the impact of employee additions and higher employee compensation, including stock-based compensation, and costs related to the pending acquisition of Arm.

Sales, general and administrative expenses increased by 14% during the first half of fiscal year 2022 compared to the ~~third quarter~~first half of fiscal year ~~2020, respectively,~~2021, primarily driven by ~~Mellanox acquisition-related expenses. In addition to Mellanox, increases reflect~~employee additions and higher employee compensation, ~~and related costs,~~ including stock-based ~~compensation.~~compensation, the acquisition of Mellanox, and costs related to the pending acquisition of Arm, partially offset by lower amortization of intangible assets.

Other Income (Expense), Net

Interest income consists of interest earned on cash, cash equivalents and marketable securities. Interest income was $7$6 million and ~~$45~~$13 million during the ~~third~~second quarter of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$50~~$13 million and ~~$137~~$44 million during the first ~~nine months~~half of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively. The decrease in interest income was primarily due to lower interest rates earned on our investments.

Interest expense is primarily comprised of coupon interest and debt discount amortization related to our September 2016 Notes, ~~and~~ March 2020 Notes, and June 2021 Notes. Interest expense was ~~$53~~$60 million and ~~$13~~$54 million during the ~~third~~second quarter of fiscal years ~~2021~~2022 and ~~2020,~~2021, respectively, and ~~$131~~$113 million and ~~$39~~$78 million during the first ~~nine months~~half of fiscal years 2022 and 2021, respectively.

Other, net, consists primarily of realized or unrealized gains and ~~2020, respectively.~~losses from non-affiliated and equity investments and the impact of changes in foreign currency rates. Other, net, was an income of $4 million and $138 million during the second quarter and first half of fiscal year 2022, respectively, and not significant during the second quarter and first half of fiscal year 2021. The increase during the first half of fiscal year 2022 was primarily due to an unrealized gain from an equity investment. Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our equity investment.

Income Taxes

the Domestication. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further ~~information.~~information, including the Domestication.

Liquidity and Capital Resources


	August 1, 2021		January 31, 2021

	(In millions)
Cash and cash equivalents	$	5,628	$	847
Marketable securities	14,026		10,714
Cash, cash equivalents and marketable securities	$	19,654	$	11,561

3230

~~Liquidity and Capital Resources~~

October 25, 2020 January 26, 2020
(In millions)
Cash and cash equivalents $ 2,251 $ 10,896
Marketable securities 7,888 1
Cash, cash equivalents and marketable securities $ 10,139 $ 10,897

Nine Months Ended
October 25, 2020 October 27, 2019
(In millions)
Net cash provided by operating activities $ 3,755 $ 3,296
Net cash provided by (used in) investing activities $ (16,546) $ 6,296
Net cash provided by (used in) financing activities $ 4,146 $ (609)


	Six Months Ended
	August 1, 2021		July 26, 2020

	(In millions)
Net cash provided by operating activities	$	4,556	$	2,476
Net cash used in investing activities	$	(3,805)	$	(14,545)
Net cash provided by financing activities	$	4,030	$	4,447

As of ~~October 25, 2020,~~August 1, 2021, we had ~~$10.14~~$19.65 billion in cash, cash equivalents and marketable securities, ~~a decrease~~an increase of ~~$758 million~~$8.09 billion from the end of fiscal year ~~2020.~~2021. Our investment policy requires the purchase of highly rated fixed income securities, the diversification of investment types and credit exposures, and certain maturity limits on our portfolio.

In the third quarter of fiscal year 2021, we paid $2 billion as part of the proposed acquisition of Arm, which was allocated between advanced consideration for the acquisition of $1.36 billion and the prepayment of intellectual property licenses from Arm of $0.17 billion and royalties of $0.47 billion. The cash flow allocation of the payment resulted in $1.36 billion advanced consideration included in acquisitions, net of cash acquired, $0.17 billion for the intellectual property license included in purchases related to property and equipment and intangible assets and $0.47 billion prepayment of royalties included in changes in prepaid expenses and other assets.

Cash provided by operating activities increased in the first ~~nine months~~half of fiscal year ~~2021~~2022 compared to the first ~~nine months~~half of fiscal year ~~2020,~~2021, due to higher net income, partially offset by changes in working capital. Changes in working capital include increases in outstanding trade receivables ~~purchases of inventory,~~due to higher revenue and ~~a prepayment of royalties to Arm.~~decreased shipment linearity.

Cash used in investing activities ~~increased~~decreased in the first ~~nine months~~half of fiscal year 2022 compared to cash used in the first half of fiscal year 2021, ~~compared to cash provided in the first nine months of fiscal year 2020, which~~ primarily ~~reflects cash used for~~driven by the acquisition of Mellanox in the second quarter of fiscal year 2021 and ~~the advanced consideration for the proposed acquisition~~higher sales and maturities of ~~Arm,~~marketable securities, partially offset by higher purchases of marketable securities ~~higher maturities of marketable securities,~~and higher purchases of property and equipment and intangible ~~assets, and lower sales of marketable securities.~~assets.

Cash provided by financing activities ~~increased~~decreased in the first ~~nine months~~half of fiscal year 2022 compared to cash provided in the first half of fiscal year 2021, ~~compared to cash used in the first nine months of fiscal year 2020,~~ which primarily reflects ~~the debt issued in the first quarter of fiscal year 2021 and~~higher payments related to tax on restricted stock units.

Liquidity

Our primary sources of liquidity are our cash and cash equivalents, our marketable securities, and the cash generated by our operations. As of ~~October 25, 2020,~~August 1, 2021, we had ~~$10.14~~$19.65 billion in cash, cash equivalents, and marketable securities. Our marketable securities consist of certificates of deposits and debt securities issued by the U.S. government and its agencies, highly rated corporations and financial institutions, and foreign government ~~entities, and certificates of deposits.~~entities. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 7 of the Notes to Condensed Consolidated Financial Statements for additional information. We believe that we have sufficient liquidity to meet our operating requirements ~~and capital expenditures~~ for at least the next ~~twelve months.~~12 months, and for the foreseeable future, including our proposed acquisition of Arm and current and future obligations to secure normal and incremental supply and capacity. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance our future capital requirements.

We have approximately ~~$1.2~~$1.8 billion of cash, cash equivalents, and marketable securities ~~that~~held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the ~~United States.~~U.S. Other than that, ~~as a result of the Tax Cuts and Jobs Act, or TCJA,~~ substantially all of our cash, cash equivalents and marketable securities held outside of the

~~United States~~ U.S. as of ~~October 25, 2020~~August 1, 2021 are available for use in the ~~United States~~U.S. without incurring additional U.S. federal income taxes. Following the Domestication, we expect to fully utilize our accumulated U.S. federal research tax credits during fiscal year 2022, resulting in higher cash tax payments starting in fiscal year 2023.

Capital Return to Shareholders

In the first ~~nine months~~half of fiscal year ~~2021,~~2022, we paid ~~$296~~$198 million in quarterly cash dividends. Our cash dividend program and the payment of future cash dividends under that program are subject to ~~our Board's~~the continuing determination by our Board of Directors that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

As of ~~October 25, 2020,~~August 1, 2021, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $7.24 billion through December 2022. We did not repurchase any shares during the first ~~nine months~~half of fiscal year ~~2021.~~2022.

Outstanding Indebtedness and Credit Facilities

~~In March 2020,~~As of August 1, 2021, we ~~issued $1.50~~had outstanding:

•$1.00 billion of ~~the 2.85%~~ Notes Due ~~2030,~~2021;

•$1.25 billion of Notes Due 2023;

•$1.25 billion of Notes Due 2024;

•$1.00 billion of Notes Due 2026;

•$1.25 billion of Notes Due 2028;

•$1.50 billion of Notes Due 2030;

•$1.25 billion of Notes Due 2031;

•$1.00 billion of Notes Due 2040;

•$2.00 billion of Notes Due 2050; and

•$500 million of Notes Due 2060.

On August 16, 2021, we repaid the $1.00 billion of the 3.50% Notes Due 2040, $2.00 billion of the 3.50% Notes Due 2050, and $500 million of the 3.70% Notes Due 2060, or collectively, the March 2020 Notes. The net proceeds from the March 2020 Notes were $4.97 billion, after deducting debt discounts and issuance costs.

~~In September 2016, we issued $1.00 billion of the~~ 2.20% Notes Due 2021 and $1.00 billion of the 3.20% Notes Due 2026, or collectively, the September 2016 Notes. The net proceeds from the September 2016 Notes were $1.98 billion, after deducting debt discounts and issuance costs.2021.

We have a Credit Agreement under which we may borrow up to $575 million for general corporate purposes and can obtain revolving loan commitments up to $425 million. As of ~~October 25, 2020,~~August 1, 2021, we had not borrowed any amounts under this agreement. The Credit Agreement expires October 2021.

We have a $575 million commercial paper program to support general corporate purposes. As of ~~October 25, 2020,~~August 1, 2021, we had not issued any commercial paper.

~~Off-Balance Sheet Arrangements~~

~~As of October 25, 2020, we had no material off-balance sheet arrangements as defined by applicable SEC regulations.~~

Contractual Obligations

There are $155 million of long-term tax liabilities related to tax basis differences in Mellanox and unrecognized tax benefits of $310 million, which includes related interest and penalties of $46 million recorded in non-current income tax payable as of October 25, 2020. We are unable to reasonably estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions. We are currently under examination by the Internal Revenue Service for our fiscal years 2018 and 2019. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements for further information.

~~Other than the contractual obligations described above, there~~ were no material changes outside the ordinary course of business in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020.~~31, 2021. Refer to 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 fiscal year ended January ~~26, 2020~~31, 2021 for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, ~~purchase obligations,~~ and ~~operating lease~~purchase obligations, refer to Note 3, Note 12, and Note 13 ~~and Note 3~~ of the Notes to Condensed Consolidated Financial Statements, respectively.

Adoption of New and Recently Issued Accounting Pronouncements

Refer to Note 1 of the Notes to Condensed Consolidated Financial Statements for a discussion of adoption of new and recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment and Interest Rate Risk

Financial market risks related to investment and interest rate risk are described in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020.~~31, 2021. As of ~~October 25, 2020,~~August 1, 2021, there have been no material changes, including the impact of the COVID-19 pandemic, to the financial market risks described as of January ~~26, 2020.~~31, 2021.

Foreign Exchange Rate Risk

The impact of foreign currency transactions related to foreign exchange rate risk is described in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020.~~31, 2021. As of ~~October 25, 2020,~~August 1, 2021, there have been no material changes, including the impact of the COVID-19 pandemic, to the foreign exchange rate risks described as of January ~~26, 2020.~~31, 2021.

Refer to Note 11 of the Notes to Condensed Consolidated Financial Statements for additional information.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of ~~October 25, 2020,~~August 1, 2021, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) were effective to provide reasonable assurance.

Changes in Internal Control Over Financial Reporting

~~Other than the acquisition of Mellanox that occurred during the second quarter of fiscal year 2021, there~~There were no changes in our internal control over financial reporting during the ~~third~~second quarter of fiscal year ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting despite the fact that virtually all of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their operating effectiveness. We are in the process of integrating Mellanox into our systems and control environment. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.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 NVIDIA have been detected.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Refer to Part I, Item 1, Note 13 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal proceedings since January ~~26, 2020.~~31, 2021. Also refer to Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020~~31, 2021 for a prior discussion of our legal proceedings.

ITEM 1A. RISK FACTORS

Other than the risk factors listed below, there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020~~31, 2021 and Item 1A of our Quarterly ~~Reports~~Report on Form 10-Q for the fiscal ~~quarters~~quarter ended ~~April 26, 2020 and July 26, 2020.~~May 2, 2021.

Before you buy our common stock, you should know that making such an investment involves some risks including, but not limited to, the risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January ~~26, 2020~~31, 2021 and Item 1A of our Quarterly ~~Reports~~Report on Form 10-Q for the fiscal ~~quarters~~quarter ended ~~April 26, 2020 and July 26, 2020.~~May 2, 2021. Additionally, any one of those risks could harm our business, financial condition and results of operations, which could cause our stock price to decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.

We may not be able to realize the potential financial or strategic benefits of business acquisitions or strategic investments, including the Mellanox and Arm acquisitions, and we may not be able to successfully integrate acquisition targets, which could hurt our ability to grow our business, develop new products or sell our products.

We have in the past acquired and invested in, and may continue to acquire and invest in, other businesses that offer products, services and technologies that we believe will help expand or enhance our existing products, strategic objectives and business. We completed our acquisition of Mellanox for approximately $7 billion on April 27, 2020. In September 2020, we announced our agreement to acquire all of the allotted and issued ordinary shares of Arm in a transaction valued at $40 billion. The Mellanox acquisition, the Arm acquisition and other past or future acquisitions or investments involve significant challenges and risks, and could impair our ability to grow our business, develop new products or sell our products, and ultimately could have a negative impact on our growth or our financial results. Given that our resources are limited, our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our strategic objectives. Additional risks related to the Mellanox acquisition, the Arm acquisition and other acquisitions or strategic investments include, but are not limited to:

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

•~~diversion of capital and other resources, including management’s attention;~~

•~~assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;~~

•~~integrating financial forecasting and controls, procedures and reporting cycles;~~

•~~coordinating and integrating operations in countries in which we have not previously operated;~~

•~~acquiring business challenges and risks, including, but not limited to, disputes with management and integrating international operations and joint ventures;~~

•~~difficulty in realizing a satisfactory return, if at all;~~

•~~difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing;~~

•the potential impact on our stock price and financial results if we are unable to obtain regulatory approval for an acquisition, are required to pay reverse breakup fees or are otherwise unable to close an acquisition;

•~~failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment;~~

•~~legal proceedings initiated as a result of an acquisition or investment;~~

•~~the potential for our acquisitions to result in dilutive issuances of our equity securities;~~

•~~the potential variability of the amount and form of any performance-based consideration;~~

•~~uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all;~~

•~~negative changes in general economic conditions in the regions or the industries in which we or our target operate;~~

•~~the need to determine an alternative strategy if an acquisition does not meet our expectations;~~

•~~potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and~~

•~~impairment of relationships with, or loss of our or our target’s, employees, vendors and customers, as a result of our acquisition or investment.~~

The COVID-19 pandemic continues to impact our business and could materially adversely affect our financial condition and results of operations.

COVID-19 has spread worldwide, resulting ~~in shutdowns of manufacturing and commerce. COVID-19 has resulted~~ in government authorities implementing numerous measures to try to contain the disease, such as travel bans and restrictions, quarantines, shelter-in-place orders and shutdowns. These measures have impacted, and may further impact, our workforce and operations, the operations of our customers and our partners, and those of our respective vendors and suppliers (including our subcontractors and third-party contract manufacturers). Our critical business operations, including our headquarters, most of our finished goods inventory and many of our key suppliers, are located in regions which have been impacted by COVID-19. Our customers and suppliers worldwide have also been affected and may continue to be affected by COVID-19 related restrictions and closures.

The COVID-19 pandemic continues to evolve and affect our business and financial results and it has increased the duration and impact of economic and demand uncertainty. In the third quarter of fiscal year 2021, our Gaming and Data Center market platforms benefited from stronger demand as people continue to work, learn, and play from home. Our Professional Visualization market platform experienced stronger demand for mobile workstations due to work from home trends, but was negatively affected by lower corporate demand for desktop workstations. Industry production volume returned to pre-COVID levels in our Auto market platform, but these production volumes may be further impacted by COVID-19.

In some regions, markets, or industries, where COVID-19 has driven an increase in sales for our products, the demand may not be sustainable if conditions change. The reopening of offices may also generate demand for our products that may be temporary. Additionally, stronger demand globally has limited the availability of capacity and components in our supply chain, particularly in Gaming, which could cause us to order an excess amount if demand changes, pay higher prices, or limit our ability to obtain supply at necessary levels or at all. As the COVID-19 pandemic continues, the timing and overall demand from customers and the availability of supply chain, logistical services and component supply may have a material net negative impact on our business and financial results.

The manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic locations, including Taiwan, China, Hong Kong, Israel and Korea. ~~Additionally, a~~A significant portion of our finished goods product distribution occurs through Hong ~~Kong.~~Kong, Israel and Taiwan. Additionally, our headquarters

is in California. Each of these countries and locations has been affected by the pandemic and has taken measures to try to contain ~~it. There is considerable uncertainty regarding the impact of such measures and potential future measures,~~it, including restrictions on manufacturing facilities, commerce, travel, on our support operations or workforce, or on our customers, partners, vendors and suppliers. There is considerable uncertainty regarding the impact of such measures and potential future measures. Such measures, as well as restrictions on or disruptions of transportation, such as reduced availability or increased cost of air transport, port closures and increased border controls or closures, could limit our capacity to meet customer demand and have a material adverse effect on our financial condition and results of operations.

The spread of COVID-19 has caused us to modify our business practices (including employee travel, mandatory work-from-home policies and cancellation of physical participation in meetings, events and conferences), and we may take further actions as required by government authorities and regulations or that we determine are in the best interests of our employees, customers, partners and suppliers. ~~Most~~Some regions are easing COVID-19 related restrictions; however, most of our employees ~~in the third quarter continued~~continue to work ~~remotely.~~remotely and we continue to temporarily prohibit most business travel. There is no certainty that such measures will be sufficient to mitigate the risks posed by the disease, and our ability to perform critical functions could be harmed. As our offices begin to reopen, we expect to incur incremental expenses as we resume onsite services and related in-office costs, which could adversely impact our results of operations.

~~In addition, while~~While the extent and duration of the COVID-19 pandemic on the global economy and our business ~~in particular~~ is difficult to assess or predict, the pandemic has resulted in, and may continue to result in, significant disruption of global financial markets, which may reduce our ability to access capital or our customers’ ability to pay us for past or future purchases, which could negatively affect our liquidity. A recession or financial market correction resulting from the lack of containment and spread of COVID-19 could impact overall technology spending, adversely affecting demand for our products, our business and the value of our common stock.

The ultimate impact of the COVID-19 pandemic or a similar health epidemic is highly uncertain and subject to change. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, including, but not limited to, the duration and continued spread of the pandemic, its severity, the emergence and spread of new and more contagious or deadly variants or mutant strains of the COVID-19 virus that may render vaccines ineffective or decrease their efficacy, the future spikes of COVID-19 infections or the existence of any additional waves of the COVID-19 pandemic and the severity of breakthrough cases, the actions to contain the

disease or treat its impact, the development, distribution, availability and widespread acceptance of effective vaccines or other treatments and the timing of vaccine rollouts and herd immunity globally, further related restrictions on travel, and the duration, timing and severity of the impact on customer spending, including any recession resulting from the pandemic, all of which are uncertain and cannot be predicted. An extended period of global supply chain and economic disruption as a result of the COVID-19 pandemic could have a material negative impact on our business, results of operations, access to sources of liquidity and financial condition, though the full extent and duration is uncertain.

~~Business disruptions~~Our indebtedness could ~~harm~~adversely affect our financial position and cash flows from operations, and prevent us from implementing our strategy or fulfilling our contractual obligations.

As of August 1, 2021, we had outstanding a total of $12 billion in notes due between 2021 and 2060. As each series of senior notes matures, unless earlier redeemed or repurchased, we may have to expend significant resources to either repay or refinance notes. If we decide to refinance the notes, we may be required to do so on different or less favorable terms or we may be unable to refinance the notes at all, both of which may adversely affect our financial condition. We also have entered into a credit agreement that expires in October 2021 under which we may borrow up to $575 million and, subject to obtaining new commitments from lenders under the credit agreement, may borrow up to an additional $425 million under revolving loan commitments. We also have a $575 million commercial paper program. As of August 1, 2021, we had not borrowed any amounts under the credit agreement or issued any commercial paper. Maintenance of our indebtedness, contractual restrictions, and additional issuances of indebtedness could:

•cause us to dedicate a substantial portion of our cash flows from operations towards debt service obligations and principal repayments;

•increase our vulnerability to adverse changes in general economic, industry and competitive conditions;

•limit our flexibility in planning for, or reacting to, changes in our business ~~lead~~and our industry;

•impair our ability to obtain future financing for working capital, capital expenditures, acquisitions, general corporate or other purposes; and

•due to limitations within the debt instruments, restrict our ability to grant liens on property, enter into certain mergers, dispose of all or substantially all of the assets of us and our subsidiaries, taken as a ~~decline~~whole, materially change our business or incur subsidiary indebtedness, subject to customary exceptions.

We are required to comply with the covenants set forth in ~~revenues~~our indenture and ~~increase~~credit agreement. Our ability to comply with these covenants may be affected by events beyond our ~~costs.~~control. If we breach any of the covenants and do not obtain a waiver from the note holders or lenders, then, subject to applicable cure periods, any outstanding indebtedness may be declared immediately due and payable. In addition, changes by any rating agency to our credit rating may negatively impact the value and liquidity of our securities, could restrict our ability to obtain additional financing in the future and could affect the terms of any such financing.

~~Our worldwide~~We may not be able to realize the potential financial or strategic benefits of business acquisitions or investments, including the Mellanox acquisition and the planned Arm acquisition, and we may not be able to successfully integrate acquisition targets, which could hurt our ability to grow our business, develop new products or sell our products.

We hold and may in the future hold investments in publicly traded companies which could create volatility in our results and may generate losses up to the value of the investment. We have in the past acquired and invested in, and may continue to acquire and invest in, other businesses that offer products, services and technologies that we believe will help expand or enhance our existing products, strategic objectives and business. We completed our acquisition of Mellanox for approximately $7 billion in April 2020. In September 2020, we announced our agreement to acquire all allotted and issued ordinary shares of Arm in a transaction valued at $40 billion. We are working through the regulatory process in the United States, the United Kingdom, the European Union, China and other jurisdictions. Discussions with regulators are taking longer than initially thought and it is it is difficult to predict when the regulatory process will conclude. If the Purchase Agreement is terminated under certain circumstances, we will be refunded $1.25 billion of the Signing Consideration.

The Mellanox acquisition, the planned Arm acquisition and future acquisitions or investments involve significant challenges and risks, and could impair our ability to grow our business, develop new products or sell our products, and ultimately could have a negative impact on our growth or our financial results. Given that our resources are limited, our decision to pursue a transaction has opportunity costs; accordingly, if we pursue a particular transaction, we may need to forgo the prospect of entering into other transactions that could help us achieve our strategic objectives. Furthermore, if we are unable to complete acquisitions in a timely manner, including due to delays in obtaining regulatory approvals, such as with respect to the planned Arm acquisition, we may be unable to pursue other transactions, we may not be able to retain critical talent from the target company, technology may evolve, making the acquisition less attractive, and other changes can take place which could jeopardize or reduce the anticipated benefits of the transaction and negatively impact our business. In addition, we have made and may in the future make strategic investments in private companies and may not realize a return on our investments. Additional risks related to the Mellanox acquisition, the planned Arm acquisition and other acquisitions or strategic investments include, but are not limited to:

•difficulty in combining the technology, products, or operations ~~could be disrupted by earthquakes, telecommunications failures, power~~of the acquired business with our business;

•difficulty in integrating and retaining the acquired workforce, including key employees;

•diversion of capital and other resources, including management’s attention;

•assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or water shortages, outages at cloud service providers, tsunamis, floods, hurricanes, typhoons, fires, extreme weather conditions, cyber-attacks, terrorist attacks, medical epidemics or pandemics (including,write-downs of acquired assets;

•integrating financial forecasting and controls, procedures and reporting cycles;

•coordinating and integrating operations in countries in which we have not previously operated;

•acquiring business challenges and risks, including, but not limited to, ~~COVID-19)~~disputes with management and integrating international operations and joint ventures;

•difficulty in realizing a satisfactory return, if any return at all;

•difficulty in obtaining or inability to obtain governmental and regulatory consents and approvals, other approvals or financing;

•the potential impact of with complying with governmental or other regulatory restrictions placed on an acquisition;

•failure and costs associated with the failure to consummate a proposed acquisition or other strategic investment;

•legal proceedings initiated as a result of an acquisition or investment;

•the potential for our acquisitions to result in dilutive issuances of our equity securities;

•the potential variability of the amount and form of any performance-based consideration;

•uncertainties and time needed to realize the benefits of an acquisition or strategic investment, if at all;

•negative changes in general economic conditions in the regions or the industries in which we or our target operate;

•the need to determine an alternative strategy if an acquisition does not meet our expectations;

•potential failure of our due diligence processes to identify significant issues with the acquired assets or company; and

•impairment of relationships with, or loss of our or our target’s employees, vendors and customers, as a result of our acquisition or investment.

System security and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue and increase our expenses, which could adversely affect our stock price and damage our reputation.

Security breaches, computer malware, phishing, and cyber-attacks have become more prevalent and sophisticated in recent years. These threats are constantly evolving, making it increasingly difficult to successfully defend against them or implement adequate preventative measures. These attacks have occurred on our systems in the past and are expected to occur in the future. Experienced computer programmers, hackers and employees may penetrate our security controls and misappropriate or compromise our confidential information, or that of our employees or third parties. These attacks may create system disruptions or cause shutdowns. These hackers may also develop and deploy viruses, worms and other ~~natural~~malicious software programs that attack or ~~man-made disasters, catastrophic events~~otherwise exploit security vulnerabilities in our products, including consumer and automotive products, where we utilize over-the-air updates to improve functionality over time. For portions of our IT infrastructure, including business management and communication software products, we rely on products and services provided by third parties. These providers may also experience breaches and attacks to their products which may impact our systems. For example, in 2020, SolarWinds Inc., one of our third party software service providers, was subject to a data security breach. We have completed our investigations of this breach, which were supported by a third party expert, and concluded that there was no adverse impact to NVIDIA. Data security breaches may also result from non-technical means, such as actions by an employee with access to our systems. To defend against security threats, both to our internal systems and those of our customers, we must continuously engineer more secure products and enhance security and reliability features, which may result in increased expenses. We must also continue to develop security measures within NVIDIA, ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers or ~~climate change. The occurrence~~our business could be negatively impacted.

Actual or perceived breaches of ~~any~~our security measures or the accidental loss, inadvertent disclosure or unapproved dissemination of proprietary information or sensitive or confidential data about us, our partners, our customers or third parties could expose us and the parties affected to a risk of loss or misuse of this information, resulting in litigation and potential liability, paying damages, regulatory inquiries or actions, damage to our brand and reputation or other harm to our business. Our efforts to prevent and overcome these challenges could increase our expenses and may not be successful. We may experience interruptions, delays, cessation of service and loss of existing or potential customers. Such disruptions could adversely impact our ability to fulfill orders and interrupt other critical functions. Delayed sales, lower margins or lost customers as a result of these disruptions could harm our business and result in significant losses, a decline in revenue and an increase in our costs and expenses. Any of these business disruptions could require substantial expenditures and recovery time in order to fully resume operations. Such risks are discussed further in the risk factor “The COVID-19 pandemic continues to impact our business and could materially adversely affect our financial ~~condition~~results, stock price and results of operations.” Our corporate headquarters, and a portion of our research and development activities, are located in California, and other critical business operations, finished goods inventory, and some of our suppliers are located in Asia, near major earthquake faults known for seismic activity. In addition, a large portion of our current data center capacity is located in California, making our operations vulnerable to natural disasters or other business disruptions occurring in these geographical areas. The manufacture of product components, the final assembly of our products and other critical operations are concentrated in certain geographic locations, including Taiwan, China, Hong Kong, and Korea. Additionally, a significant portion of our finished goods product distribution occurs through Hong Kong. Geopolitical change or changes in government regulations and policies in the United States or abroad may result in changing regulatory requirements, trade policies, import duties and economic disruptions that could impact our operating strategies, product demand, access to global markets, hiring, and profitability. In particular, revisions to laws or regulations or their interpretation and enforcement could result in increased taxation, trade sanctions, the imposition of import duties or tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans. For example, regulations to implement the Export Control Reform Act of 2018 could have an adverse effect on our business plans. Catastrophic events can also have an impact on third-party vendors who provide us critical infrastructure services for IT and research and development systems and personnel. In addition, geopolitical and domestic political developments, such as existing and potential trade wars, political or social unrest, elections and post-election developments, and other events beyond our control, can increase levels of political and economic unpredictability globally and increase the volatility of global financial markets. Political instability or adverse political developments in or around any of the major countries in which we do business would also likely harm our business, financial condition and results of operations. Our operations could be harmed if manufacturing, logistics or other operations in these locations are disrupted for any reason, including natural disasters, high heat events or water shortages, information technology system failures, military actions or economic, business, labor, environmental, public health, regulatory or political issues. The ultimate impact on us, our third-party foundries and other suppliers and our general infrastructure of being located near major earthquake faults and being consolidated in certain geographical areas is unknown. In the event a major earthquake or other disaster or catastrophic event affects us or the third-party systems on which we rely, our business could be harmed as a result of declines in revenue, increases in expenses, substantial expenditures and time spent to fully resume operations. All of these risks and conditions could materially adversely affect our future sales and operating results.reputation.

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

Issuer Purchases of Equity Securities

Beginning August 2004, our Board of Directors authorized us to repurchase our stock.

Since the inception of our share repurchase program, we have repurchased an aggregate of ~~260 million~~1.04 billion shares for a total cost of $7.08 billion through ~~October 25, 2020.~~August 1, 2021. All shares delivered from these repurchases have been placed into treasury stock.

The repurchases can be made in the open market, in privately negotiated transactions, or in structured share repurchase programs, and can be made in one or more larger ~~repurchases.~~repurchases, in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be suspended at any time at our discretion.

In the first ~~nine months~~half of fiscal year ~~2021,~~2022, we paid ~~$296~~$198 million in quarterly cash dividends. As of ~~October 25, 2020,~~August 1, 2021, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $7.24 billion through December 2022. We did not repurchase any shares during the first ~~nine months~~half of fiscal year ~~2021.~~2022.

Restricted Stock Unit Share Withholding

We also withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under our employee equity incentive program. During the ~~third~~second quarter of fiscal year ~~2021, we withheld approximately 1 million shares at a total cost of $298 million through net share settlements. During the first nine months of fiscal year 2021,~~2022, we withheld approximately 2 million shares at a total cost of ~~$716~~$362 million through net share settlements. During the first half of fiscal year 2022, we withheld approximately 5 million shares at a total cost of $848 million through net share settlements.

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ITEM 6. EXHIBITS

Exhibit No. Exhibit Description Schedule
/Form File Number Exhibit Filing Date
2.1
Share Purchase Agreement, dated September 13, 2020, by and among NVIDIA, NVIDIA Holdings, Arm, SoftBank and Vision Fund *
8-K 000-23985 2.1 9/14/2020
31.1**
Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2**
Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1#**
Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
32.2#**
Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
101.INS** Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH** Inline XBRL Taxonomy Extension Schema Document
101.CAL** Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF** Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB** Inline XBRL Taxonomy Extension Labels Linkbase Document
101.PRE** Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). NVIDIA agrees to supplementally furnish to the SEC a copy of any omitted exhibits or schedules upon request of the SEC.

Exhibit No.

Exhibit Description

Schedule
/Form

File Number

Exhibit

Filing Date

3.1

Amendment to Amended and Restated Certificate of Incorporation of NVIDIA Corporation

8-K

000-23985

3.1

6/7/2021

4.1

Officers’ Certificate, dated as of June 16, 2021

8-K

000-23985

4.2

6/16/2021

4.2

Form of 2023 Note

8-K

000-23985

Annex A-1 to Exhibit 4.2

6/16/2021

4.3

Form of 202 4 Note

8-K

000-23985

Annex B-1 to Exhibit 4.2

6/16/2021

4.4

Form of 202 8 Note

8-K

000-23985

Annex C-1 to Exhibit 4.2

6/16/2021

4.5

Form of 20 31 Note

8-K

000-23985

Annex D-1 to Exhibit 4.2

6/16/2021

10.1**+

Amended and Restated 2007 Equity Incentive Plan

10.2**+

Amended and Restated 2012 Employee Stock Purchase Plan

31.1**

Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2**

Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1#**

Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

32.2#**

Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

101.INS**

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH**

Inline XBRL Taxonomy Extension Schema Document

101.CAL**

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF**

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB**

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE**

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

** Filed herewith.

+ Management contract or compensatory plan or arrangement.

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.

4039

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.

Date: ~~November 18, 2020~~August 20, 2021


			NVIDIA Corporation
By:			/s/ Colette M. Kress

			Colette M. Kress
			Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)

4140