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 ~~August~~May 1, ~~2021~~2022


☐			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 ~~August 13, 2021,~~May 20, 2022, was 2.50 billion.

NVIDIA CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED ~~August~~May 1, ~~2021~~2022

TABLE OF CONTENTS


		Page
	PART I : FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	a) Condensed Consolidated Statements of Income for the three ~~and six~~ months ended ~~August~~May 1, ~~2021~~2022 and ~~July 26, 2020~~May 2, 2021	3

	b) Condensed Consolidated Statements of Comprehensive Income for the three ~~and six~~ months ended ~~August~~May 1, ~~2021~~2022 and ~~July 26, 2020~~May 2, 2021	4

	c) Condensed Consolidated Balance Sheets as of ~~August~~May 1, ~~2021~~2022 and January ~~31, 2021~~30, 2022	5

	d) Condensed Consolidated Statements of Shareholders' Equity for the three ~~and six~~ months ended ~~August~~May 1, ~~2021~~2022 and ~~July 26, 2020~~May 2, 2021	6

	e) Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~August~~May 1, ~~2021~~2022 and ~~July 26, 2020~~May 2, 2021	87

	f) Notes to Condensed Consolidated Financial Statements	98

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2421

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3229

Item 4.	Controls and Procedures	3229

	PART II : OTHER INFORMATION

Item 1.	Legal Proceedings	3330

Item 1A.	Risk Factors	3330

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3735

Item 6.	Exhibits	3837

Signature		4038

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 (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 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				Six Months Ended					Three Months Ended
		August 1,		July 26,		August 1,		July 26,			May 1,		May 2,
		2021		2020		2021		2020			2022		2021

Revenue	Revenue	$	6,507	$	3,866	$	12,168	$	6,946	Revenue	$	8,288	$	5,661
Cost of revenue	Cost of revenue	2,292		1,591		4,324		2,667		Cost of revenue	2,857		2,032
Gross profit	Gross profit	4,215		2,275		7,844		4,279		Gross profit	5,431		3,629
Operating expenses	Operating expenses									Operating expenses
Research and development	Research and development	1,245		997		2,398		1,732		Research and development	1,618		1,153
Sales, general and administrative	Sales, general and administrative	526		627		1,046		920		Sales, general and administrative	592		520
Acquisition termination cost										Acquisition termination cost	1,353		—

Total operating expenses	Total operating expenses	1,771		1,624		3,444		2,652		Total operating expenses	3,563		1,673
Income from operations	Income from operations	2,444		651		4,400		1,627		Income from operations	1,868		1,956
Interest income	Interest income	6		13		13		44		Interest income	18		6
Interest expense	Interest expense	(60)		(54)		(113)		(78)		Interest expense	(68)		(53)
Other, net	Other, net	4		(1)		138		(2)		Other, net	(13)		135
Other income (expense), net	Other income (expense), net	(50)		(42)		38		(36)		Other income (expense), net	(63)		88
Income before income tax	Income before income tax	2,394		609		4,438		1,591		Income before income tax	1,805		2,044
Income tax expense (benefit)		20		(13)		153		52
Income tax expense										Income tax expense	187		132
Net income	Net income	$	2,374	$	622	$	4,285	$	1,539	Net income	$	1,618	$	1,912

Net income per share:	Net income per share:									Net income per share:
Basic	Basic	$	0.95	$	0.25	$	1.72	$	0.63	Basic	$	0.65	$	0.77
Diluted	Diluted	$	0.94	$	0.25	$	1.69	$	0.62	Diluted	$	0.64	$	0.76

Weighted average shares used in per share computation:	Weighted average shares used in per share computation:									Weighted average shares used in per share computation:
Basic	Basic	2,493		2,464		2,489		2,460		Basic	2,506		2,484
Diluted	Diluted	2,532		2,504		2,529		2,496		Diluted	2,537		2,528

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


		Three Months Ended				Six Months Ended					Three Months Ended
		August 1,		July 26,		August 1,		July 26,			May 1,		May 2,
		2021		2020		2021		2020			2022		2021

Net income	Net income	$	2,374	$	622	$	4,285	$	1,539	Net income	$	1,618	$	1,912
Other comprehensive income (loss), net of tax
Other comprehensive loss, net of tax										Other comprehensive loss, net of tax
Available-for-sale securities:	Available-for-sale securities:									Available-for-sale securities:
Net change in unrealized gain (loss)		—		3		(1)		3
Net change in unrealized loss										Net change in unrealized loss	(22)		—

Cash flow hedges:										Cash flow hedges:
Net unrealized loss										Net unrealized loss	(29)		(14)
Reclassification adjustments for net realized gain (loss) included in net income	Reclassification adjustments for net realized gain (loss) included in net income	—		(2)		—		(2)		Reclassification adjustments for net realized gain (loss) included in net income	(2)		9
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
Net change in unrealized loss										Net change in unrealized loss	(31)		(5)
Other comprehensive loss, net of tax										Other comprehensive loss, net of tax	(53)		(5)
Total comprehensive income	Total comprehensive income	$	2,368	$	636	$	4,274	$	1,542	Total comprehensive income	$	1,565	$	1,907

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)


		August 1,		January 31,			May 1,		January 30,
		2021		2021			2022		2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	5,628	$	847	Cash and cash equivalents	$	3,887	$	1,990
Marketable securities	Marketable securities	14,026		10,714		Marketable securities	16,451		19,218
Accounts receivable, net	Accounts receivable, net	3,586		2,429		Accounts receivable, net	5,438		4,650
Inventories	Inventories	2,114		1,826		Inventories	3,163		2,605
Prepaid expenses and other current assets	Prepaid expenses and other current assets	452		239		Prepaid expenses and other current assets	636		366
Total current assets	Total current assets	25,806		16,055		Total current assets	29,575		28,829
Property and equipment, net	Property and equipment, net	2,364		2,149		Property and equipment, net	2,916		2,778
Operating lease assets	Operating lease assets	801		707		Operating lease assets	856		829
Goodwill	Goodwill	4,193		4,193		Goodwill	4,365		4,349
Intangible assets, net	Intangible assets, net	2,478		2,737		Intangible assets, net	2,211		2,339
Deferred income tax assets	Deferred income tax assets	958		806		Deferred income tax assets	1,784		1,222
Other assets	Other assets	2,050		2,144		Other assets	3,505		3,841
Total assets	Total assets	$	38,650	$	28,791	Total assets	$	45,212	$	44,187

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,474	$	1,201	Accounts payable	$	1,999	$	1,783
Accrued and other current liabilities	Accrued and other current liabilities	1,974		1,725		Accrued and other current liabilities	3,563		2,552
Short-term debt		1,000		999

Total current liabilities	Total current liabilities	4,448		3,925		Total current liabilities	5,562		4,335
Long-term debt	Long-term debt	10,943		5,964		Long-term debt	10,947		10,946
Long-term operating lease liabilities	Long-term operating lease liabilities	716		634		Long-term operating lease liabilities	752		741
Other long-term liabilities	Other long-term liabilities	1,396		1,375		Other long-term liabilities	1,631		1,553
Total liabilities	Total liabilities	17,503		11,898		Total liabilities	18,892		17,575
Commitments and contingencies - see Note 13	Commitments and contingencies - see Note 13	0		0		Commitments and contingencies - see Note 13	0		0

Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock	Preferred stock	—		—		Preferred stock	—		—
Common stock	Common stock	3		3		Common stock	3		3
Additional paid-in capital	Additional paid-in capital	9,745		8,719		Additional paid-in capital	10,623		10,385
Treasury stock, at cost		(11,604)		(10,756)
Accumulated other comprehensive income		8		19

Accumulated other comprehensive loss						Accumulated other comprehensive loss	(64)		(11)
Retained earnings	Retained earnings	22,995		18,908		Retained earnings	15,758		16,235
Total shareholders' equity	Total shareholders' equity	21,147		16,893		Total shareholders' equity	26,320		26,612
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	38,650	$	28,791	Total liabilities and shareholders' equity	$	45,212	$	44,187

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED ~~AUGUST~~MAY 1, ~~2021~~2022 AND ~~JULY 26, 2020~~MAY 2, 2021

(Unaudited)


		Common Stock Outstanding			Additional Paid-in Capital				Treasury Stock		Accumulated Other Comprehensive Income (Loss)				Retained Earnings				Total Shareholders' Equity				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)	(In millions, except per share data)	Shares	Amount										(In millions, except per share data)	Shares								Amount
Balances, May 2, 2021		2,491	$	3			$	9,278			$	(11,242)					$	14			$	20,721		$	18,774
Balances, January 30, 2022																						Balances, January 30, 2022	2,506			$	3			$	10,385			$	—			$	(11)			$	16,235			$	26,612
Net income																						Net income	—			—		—				—				—				1,618				1,618
Other comprehensive loss																						Other comprehensive loss	—			—		—				—				(53)				—				(53)
Issuance of common stock from stock plans																						Issuance of common stock from stock plans	9			—		204				—				—				—				204
Tax withholding related to vesting of restricted stock units																						Tax withholding related to vesting of restricted stock units	(2)			—		(538)				—				—				—				(538)
Share repurchase																						Share repurchase	(9)			—		(1)				—				—				(1,995)				(1,996)
Cash dividends declared and paid ($0.04 per common share)																						Cash dividends declared and paid ($0.04 per common share)	—			—		—				—				—				(100)				(100)

Stock-based compensation																						Stock-based compensation	—			—		573				—				—				—				573
Balances, May 1, 2022																						Balances, May 1, 2022	2,504			$	3	$	10,623			$	—			$	(64)			$	15,758			$	26,320
Balances, January 31, 2021																						Balances, January 31, 2021	2,479			$	3	$	8,719			$	(10,756)			$	19			$	18,908			$	16,893
Net income	Net income	—	—		—				—		—				2,374				2,374			Net income	—			—		—				—				—				1,912				1,912
Other comprehensive loss	Other comprehensive loss	—	—		—				—		(6)				—				(6)			Other comprehensive loss	—			—		—				—				(5)				—				(5)
Issuance of common stock from stock plans	Issuance of common stock from stock plans	7	—		2				—		—				—				2			Issuance of common stock from stock plans	15			—		126				—				—				—				126
Tax withholding related to vesting of restricted stock units	Tax withholding related to vesting of restricted stock units	(2)	—		—				(362)		—				—				(362)			Tax withholding related to vesting of restricted stock units	(3)			—		—				(486)				—				—				(486)

Cash dividends declared and paid ($0.04 per common share)	Cash dividends declared and paid ($0.04 per common share)	—	—		—				—		—				(100)				(100)			Cash dividends declared and paid ($0.04 per common share)	—			—		—				—				—				(99)				(99)

Stock-based compensation	Stock-based compensation	—	—		465				—		—				—				465			Stock-based compensation	—			—		433				—				—				—				433
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
Balances, May 2, 2021																						Balances, May 2, 2021	2,491			$	3	$	9,278			$	(11,242)			$	14			$	20,721			$	18,774

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF ~~SHAREHOLDERS’ EQUITY~~CASH FLOWS

~~FOR THE SIX MONTHS ENDED AUGUST 1, 2021 AND JULY 26, 2020~~(In millions)

(Unaudited)
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


	Three Months Ended
	May 1,		May 2,
	2022		2021
Cash flows from operating activities:
Net income	$	1,618	$	1,912
Adjustments to reconcile net income to net cash provided by operating activities:
Acquisition termination cost	1,353		—
Stock-based compensation expense	578		429
Depreciation and amortization	334		281
Losses (gains) on investments in non-affiliates, net	17		(133)
Deferred income taxes	(542)		24

Other	23		(3)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(788)		(595)
Inventories	(560)		(159)
Prepaid expenses and other assets	(1,261)		2
Accounts payable	255		36
Accrued and other current liabilities	634		33
Other long-term liabilities	70		47
Net cash provided by operating activities	1,731		1,874
Cash flows from investing activities:
Proceeds from maturities of marketable securities	5,947		3,140
Proceeds from sales of marketable securities	1,029		358

Purchases of marketable securities	(3,932)		(4,470)
Purchases related to property and equipment and intangible assets	(361)		(298)
Acquisitions, net of cash acquired	(36)		—
Investments and other, net	(35)		(2)
Net cash provided by (used in) investing activities	2,612		(1,272)
Cash flows from financing activities:

Proceeds related to employee stock plans	204		126
Payments related to repurchases of common stock	(1,996)		—
Payments related to tax on restricted stock units	(532)		(477)

Dividends paid	(100)		(99)
Principal payments on property and equipment and intangible asset	(22)		(19)

Other	—		(2)
Net cash used in financing activities	(2,446)		(471)
Change in cash and cash equivalents	1,897		131
Cash and cash equivalents at beginning of period	1,990		847
Cash and cash equivalents at end of period	$	3,887	$	978

See accompanying Notes to Condensed Consolidated Financial Statements.

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS~~

~~(In millions)~~

~~(Unaudited)~~
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 ~~31, 2021~~30, 2022 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 ~~31, 2021,~~30, 2022, 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 ~~31, 2021.~~30, 2022.

On ~~May 21,~~July 19, 2021, ~~our Board of Directors declared~~we executed a 4-for-one stock split of our common stock in the form of a stock dividend, or the Stock Split, which was conditioned upon obtaining stockholder approval to increase the number of our authorized shares of common stock from 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 shares of common stock for every share held on the record date, distributed after the close of trading on July 19, 2021.stock. All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been retroactively adjusted to reflect the ~~Stock Split.~~stock split.

Significant Accounting Policies

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 ~~31, 2021.~~30, 2022.

Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal ~~year~~years 2023 and 2022 ~~is a~~are both 52-week ~~year and fiscal year 2021 was a 53-week year.~~years. The ~~second~~first quarters of fiscal years ~~2022~~2023 and ~~2021~~2022 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 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. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 2 - Business Combination

~~Pending Acquisition~~Termination of the Arm ~~Limited~~

~~On September 13, 2020, we entered into a~~ Share Purchase Agreement ~~or the Purchase Agreement, with Arm Limited, or Arm,~~

On February 8, 2022, NVIDIA and SoftBank Group ~~Capital~~Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm Limited ~~and SVF Holdco (UK) Limited, or together, SoftBank, for us~~from SoftBank. The parties agreed to ~~acquire, from SoftBank, all allotted and issued ordinary shares~~terminate because of ~~Arm in a transaction valued at $40 billion.~~significant regulatory challenges preventing the completion of the transaction. We ~~paid $2~~recorded an acquisition termination cost of $1.35 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 177.5 million shares of our common stock, which had an aggregate value of $21.5 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 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, 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 Signing Consideration was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement.

~~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.

~~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~~first quarter of fiscal year ~~2020:~~

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 operations2023 reflecting the write-off of the ~~combined business had the acquisition occurred~~prepayment provided at ~~the beginning of fiscal year 2020 or of the results of our future operations of the combined businesses.~~signing in September 2020.

The pro forma results reflect the inventory step-up expense of $161 million in the first half of fiscal year 2020 and was excluded from the pro forma results for the second quarter and first 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 ~~2022~~2023 and 2035.

Future minimum lease payments under our non-cancelable operating leases as of ~~August~~May 1, ~~2021,~~2022 are as follows:


		Operating Lease Obligations			Operating Lease Obligations
		(In millions)			(In millions)
Fiscal Year:	Fiscal Year:			Fiscal Year:
2022 (excluding first half of fiscal year 2022)		$	81
2023		156
2023 (excluding first quarter of fiscal year 2023)				2023 (excluding first quarter of fiscal year 2023)	$	121
2024	2024	139		2024	167
2025	2025	119		2025	144
2026	2026	111		2026	130
2027 and thereafter		355
2027				2027	119
2028 and thereafter				2028 and thereafter	318
Total	Total	961		Total	999
Less imputed interest	Less imputed interest	113		Less imputed interest	100
Present value of net future minimum lease payments	Present value of net future minimum lease payments	848		Present value of net future minimum lease payments	899
Less short-term operating lease liabilities	Less short-term operating lease liabilities	132		Less short-term operating lease liabilities	147
Long-term operating lease liabilities	Long-term operating lease liabilities	$	716	Long-term operating lease liabilities	$	752

In addition to our existing operating lease obligations, we have operating leases that are expected to commence between the second quarter of fiscal year 2023 and fiscal year 2024 with lease terms of 3 to 8 years for $755 million, consisting primarily of data center space.

Operating lease expenses were ~~$42~~$44 million and ~~$35~~$39 million for the ~~second~~first quarter of fiscal years ~~2022~~2023 and ~~2021, respectively, and $81 million and $67 million for the first half of fiscal years~~ 2022, ~~and 2021,~~ respectively. Short-term and variable lease expenses for the ~~second~~first quarter ~~and first half~~ of fiscal years ~~2022~~2023 and ~~2021~~2022 were not significant.

Other information related to leases was as follows:

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 August 1, 2021, our operating leases had a weighted average remaining lease term of 7.6 years and a weighted average discount rate of 2.84%. As of January 31, 2021, our operating leases had a weighted average remaining lease term of 7.6 years and a weighted average discount rate of 2.87%.


	Three Months Ended
	May 1, 2022		May 2, 2021

	(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases	$	45	$	39
Operating lease assets obtained in exchange for lease obligations	$	62	$	54

119

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

As of May 1, 2022, our operating leases had a weighted average remaining lease term of 7.2 years and a weighted average discount rate of 2.51%. As of January 30, 2022, our operating leases had a weighted average remaining lease term of 7.1 years and a weighted average discount rate of 2.51%.

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				Six Months Ended					Three Months Ended
		August 1, 2021		July 26, 2020		August 1, 2021		July 26, 2020			May 1, 2022		May 2, 2021

		(In millions)									(In millions)
Cost of revenue	Cost of revenue	$	32	$	14	$	57	$	35	Cost of revenue	$	38	$	25
Research and development	Research and development	297		228		573		362		Research and development	384		276
Sales, general and administrative	Sales, general and administrative	136		132		264		201		Sales, general and administrative	156		128
Total	Total	$	465	$	374	$	894	$	598	Total	$	578	$	429

Equity Award Activity

The following is a summary of our 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 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


	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 30, 2022	46	$	114.19
Granted	3	$	216.00

Vested restricted stock	(7)	$	83.70

Balances, May 1, 2022	42	$	125.32

As of ~~August~~May 1, ~~2021,~~2022, there was ~~$5.35~~$4.95 billion of aggregate unearned stock-based compensation ~~expense, net of forfeitures.~~expense. This amount is expected to be recognized over a weighted average period of ~~2.7~~2.3 years for RSUs, PSUs, and market-based PSUs, and ~~1 year~~1.1 years for ESPP.

1210

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				Six Months Ended					Three Months Ended
		August 1,		July 26,		August 1,		July 26,			May 1,		May 2,
		2021		2020		2021		2020			2022		2021

		(In millions, except per share data)									(In millions, except per share data)
Numerator:	Numerator:									Numerator:
Net income	Net income	$	2,374	$	622	$	4,285	$	1,539	Net income	$	1,618	$	1,912
Denominator:	Denominator:									Denominator:
Basic weighted average shares	Basic weighted average shares	2,493		2,464		2,489		2,460		Basic weighted average shares	2,506		2,484
Dilutive impact of outstanding equity awards	Dilutive impact of outstanding equity awards	39		40		40		36		Dilutive impact of outstanding equity awards	31		44

Diluted weighted average shares	Diluted weighted average shares	2,532		2,504		2,529		2,496		Diluted weighted average shares	2,537		2,528
Net income per share:	Net income per share:									Net income per share:
Basic (1)	Basic (1)	$	0.95	$	0.25	$	1.72	$	0.63	Basic (1)	$	0.65	$	0.77
Diluted (2)	Diluted (2)	$	0.94	$	0.25	$	1.69	$	0.62	Diluted (2)	$	0.64	$	0.76
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	13		—		15		24		Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	3		4

(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 ~~$20~~$187 million and ~~$153~~$132 million for the ~~second~~first quarter ~~and first half~~ of fiscal ~~year~~years 2023 and 2022, ~~respectively, and an income tax benefit of $13 million and an income tax expense of $52 million for the second quarter and first half of fiscal year 2021,~~ respectively. The income tax expense as a percentage of income before income tax was ~~0.9%~~10.3% and ~~3.4% for the second quarter and first half of fiscal year 2022, respectively, and 3.3%~~6.5% for the first ~~half of fiscal year 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 Cooperationyears 2023 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 2022.2022, respectively.

The increase in our effective tax rate ~~for the second quarter and first half of fiscal year 2022 as compared to the same periods of fiscal year 2021~~ was primarily due to ~~a decreased impact of tax benefits from stock-based compensation and the U.S. federal research tax credit, and~~ an increase in the amount of earnings subject to U.S. tax, the Arm acquisition termination cost recorded in the first quarter of fiscal year 2023 which did not result in any material tax benefit, and a decreased impact of tax benefit from the U.S. federal research tax credit, partially offset by the ~~discrete benefit of~~increased benefits from the ~~Domestication.~~foreign-derived intangible income deduction and stock-based compensation.

Our effective tax rate for the first ~~half~~quarter of fiscal year ~~2021~~2023 was lower than the U.S. federal statutory rate of 21% due to tax benefits from the foreign-derived intangible income deduction, stock-based compensation and the U.S. federal research tax credit.

Our effective tax rate for the first quarter of fiscal year 2022 was lower than the U.S. federal statutory rate of 21% due to income earned in jurisdictions that ~~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.~~

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~~are subject to taxes lower than the U.S. federal statutory tax rate and tax benefits related to stock-based compensation and the U.S. federal research tax ~~credit and stock-based compensation.~~

As of August 1, 2021, we intend to indefinitely reinvest approximately $1.6 billion and $231 million of cumulative undistributed earnings held by 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 as the determination of such amount is not practicable.credit.

For the first ~~half~~quarter of fiscal year ~~2022,~~2023, 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. Additionally, there have been no material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January ~~31, 2021.~~30, 2022.

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 ~~August~~May 1, ~~2021,~~2022, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next 12 months.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 7 - Cash Equivalents and Marketable Securities

Our cash equivalents and marketable securities 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 ~~August~~May 1, ~~2021~~2022 and January ~~31, 2021:~~30, 2022:


		August 1, 2021																May 1, 2022
		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		Corporate debt securities	$	9,827		$	—	$	(9)		$	9,818	$	1,232	$	8,586
Debt securities issued by the United States Treasury	Debt securities issued by the United States Treasury	5,079		1				—			5,080		1,311		3,769		Debt securities issued by the United States Treasury	6,157					3			(38)		6,122			1,324		4,798
Debt securities issued by United States government agencies	Debt securities issued by United States government agencies	2,371		1				—			2,372		60		2,312		Debt securities issued by United States government agencies	2,116					—			—		2,116			460		1,656
Certificates of deposit																	Certificates of deposit	1,302					—			—		1,302			41		1,261
Money market funds	Money market funds	2,097		—				—			2,097		2,097		—		Money market funds	419					—			—		419			419		—
Certificates of deposit		962		—				—			962		44		918
Foreign government bonds	Foreign government bonds	241		—				—			241		—		241		Foreign government bonds	185					—			—		185			35		150

Total	Total	$	19,360	$	4			$	(1)		$	19,363	$	5,337	$	14,026	Total	$	20,006				$	3		$	(47)	$	19,962		$	3,511	$	16,451


		January 31, 2021																January 30, 2022
		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		Corporate debt securities	$	9,977		$	—	$	(3)		$	9,974	$	1,102	$	8,872
Debt securities issued by the United States Treasury																	Debt securities issued by the United States Treasury	7,314					—			(14)		7,300			—		7,300
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 United States government agencies	1,612					—			—		1,612			256		1,356
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		Certificates of deposit	1,561					—			—		1,561			21		1,540
Money market funds	Money market funds	313		—				—			313		313		—		Money market funds	316					—			—		316			316		—
Foreign government bonds	Foreign government bonds	67		—				—			67		—		67		Foreign government bonds	150					—			—		150			—		150

Total	Total	$	11,348	$	3			$	—		$	11,351	$	637	$	10,714	Total	$	20,930				$	—		$	(17)	$	20,913		$	1,695	$	19,218

The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position:


	May 1, 2022
	Less than 12 Months				12 Months or Greater				Total
	Estimated Fair Value		Gross Unrealized Loss		Estimated Fair Value		Gross Unrealized Loss		Estimated Fair Value		Gross Unrealized Loss

	(In millions)
Debt securities issued by the United States Treasury	$	2,955	$	(38)	$	—	$	—	$	2,955	$	(38)
Corporate debt securities	2,594		(9)		19		—		2,613		(9)

Total	$	5,549	$	(47)	$	19	$	—	$	5,568	$	(47)


	January 30, 2022
	Less than 12 Months				12 Months or Greater				Total
	Estimated Fair Value		Gross Unrealized Loss		Estimated Fair Value		Gross Unrealized Loss		Estimated Fair Value		Gross Unrealized Loss

	(In millions)
Debt securities issued by the United States Treasury	$	5,292	$	(14)	$	—	$	—	$	5,292	$	(14)
Corporate debt securities	2,445		(3)		19		—		2,464		(3)

Total	$	7,737	$	(17)	$	19	$	—	$	7,756	$	(17)

The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. 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 ~~August~~May 1, ~~2021~~2022 and January ~~31, 2021~~30, 2022 are shown below by contractual maturity.


		August 1, 2021				January 31, 2021					May 1, 2022				January 30, 2022
		Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value			Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value

		(In millions)									(In millions)
Less than one year	Less than one year	$	17,390	$	17,391	$	10,782	$	10,783	Less than one year	$	15,196	$	15,185	$	16,346	$	16,343
Due in 1 - 5 years	Due in 1 - 5 years	1,970		1,972		566		568		Due in 1 - 5 years	4,810		4,777		4,584		4,570

Total	Total	$	19,360	$	19,363	$	11,348	$	11,351	Total	$	20,006	$	19,962	$	20,930	$	20,913

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.

1412

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


			Fair Value at						Fair Value at
		Pricing Category	August 1, 2021		January 31, 2021			Pricing Category	May 1, 2022		January 30, 2022

			(In millions)						(In millions)
Assets	Assets						Assets
Cash equivalents and marketable securities:	Cash equivalents and marketable securities:						Cash equivalents and marketable securities:
Money market funds	Money market funds	Level 1	$	2,097	$	313	Money market funds	Level 1	$	419	$	316
Corporate debt securities	Corporate debt securities	Level 2	$	8,611	$	4,444	Corporate debt securities	Level 2	$	9,818	$	9,974
Debt securities issued by the United States Treasury	Debt securities issued by the United States Treasury	Level 2	$	5,080	$	2,846	Debt securities issued by the United States Treasury	Level 2	$	6,122	$	7,300
Debt securities issued by United States government agencies	Debt securities issued by United States government agencies	Level 2	$	2,372	$	2,976	Debt securities issued by United States government agencies	Level 2	$	2,116	$	1,612
Certificates of deposit	Certificates of deposit	Level 2	$	962	$	705	Certificates of deposit	Level 2	$	1,302	$	1,561
Foreign government bonds	Foreign government bonds	Level 2	$	241	$	67	Foreign government bonds	Level 2	$	185	$	150

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
Other assets (Investment in non-affiliated entities):							Other assets (Investment in non-affiliated entities):
Publicly-held equity securities (1)							Publicly-held equity securities (1)	Level 1	$	48	$	58
Privately-held equity securities							Privately-held equity securities	Level 3	$	238	$	208

Liabilities (3)
Liabilities (2)							Liabilities (2)

2.20% Notes Due 2021		Level 2	$	1,001	$	1,011

0.309% Notes Due 2023	0.309% Notes Due 2023	Level 2	$	1,251	$	—	0.309% Notes Due 2023	Level 2	$	1,221	$	1,236
0.584% Notes Due 2024	0.584% Notes Due 2024	Level 2	$	1,254	$	—	0.584% Notes Due 2024	Level 2	$	1,191	$	1,224
3.20% Notes Due 2026	3.20% Notes Due 2026	Level 2	$	1,106	$	1,124	3.20% Notes Due 2026	Level 2	$	995	$	1,055
1.55% Notes Due 2028	1.55% Notes Due 2028	Level 2	$	1,261	$	—	1.55% Notes Due 2028	Level 2	$	1,100	$	1,200
2.85% Notes Due 2030	2.85% Notes Due 2030	Level 2	$	1,640	$	1,654	2.85% Notes Due 2030	Level 2	$	1,393	$	1,542
2.00% Notes Due 2031	2.00% Notes Due 2031	Level 2	$	1,271	$	—	2.00% Notes Due 2031	Level 2	$	1,071	$	1,200
3.50% Notes Due 2040	3.50% Notes Due 2040	Level 2	$	1,152	$	1,152	3.50% Notes Due 2040	Level 2	$	903	$	1,066
3.50% Notes Due 2050	3.50% Notes Due 2050	Level 2	$	2,320	$	2,308	3.50% Notes Due 2050	Level 2	$	1,756	$	2,147
3.70% Notes Due 2060	3.70% Notes Due 2060	Level 2	$	603	$	602	3.70% Notes Due 2060	Level 2	$	433	$	551

(1) ~~Investment in a publicly-traded equity security subject to short-term selling restrictions. An unrealized loss on the investment~~Unrealized losses of $6$24 million ~~was recorded in other income (expense), net in the second quarter of fiscal year 2022~~ and an unrealized gain of ~~$118~~$124 million ~~was~~from investments in publicly-traded equity securities were recorded in other income (expense), net, in the first ~~half~~quarter of fiscal ~~year 2022.~~years 2023 and 2022, respectively.

(2) Investment in private non-affiliated entities is 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 August 1, 2021 has not been significant.

~~(3)~~ These liabilities are carried on our Condensed 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 the Notes to Condensed Consolidated Financial Statements for additional information.~~

costs.

~~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:


		August 1, 2021						January 31, 2021							May 1, 2022						January 30, 2022
		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)	$	3,277	$	(1,030)	$	2,247	$	3,280	$	(774)	$	2,506	Acquisition-related intangible assets (1)	$	3,253	$	(1,260)	$	1,993	$	3,418	$	(1,304)	$	2,114
Patents and licensed technology	Patents and licensed technology	709		(478)		231		706		(475)		231		Patents and licensed technology	719		(501)		218		717		(492)		225
Total intangible assets	Total intangible assets	$	3,986	$	(1,508)	$	2,478	$	3,986	$	(1,249)	$	2,737	Total intangible assets	$	3,972	$	(1,761)	$	2,211	$	4,135	$	(1,796)	$	2,339

(1) AsDuring the first quarter of ~~August 1, 2021, acquisition-related intangible assets include~~fiscal year 2023, we commenced amortization of the ~~fair value of a Mellanox~~$630 million in-process research and development ~~or IPR&D, project~~intangible asset related to our acquisition of ~~$630 million, which has not yet commenced amortization.~~Mellanox.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Amortization expense associated with intangible assets was ~~$138~~$155 million and ~~$275~~$137 million for the ~~second~~first quarter ~~and first half~~ of fiscal ~~year~~years 2023 and 2022, ~~respectively, and $284 million and $291 million for the second quarter and first half of fiscal year 2021,~~ respectively. Future amortization expense related to the net carrying amount of intangible assets ~~excluding IPR&D,~~ as of ~~August~~May 1, ~~2021~~2022 is estimated to be ~~$275~~$541 million for the remainder of fiscal year ~~2022, $547 million in fiscal year~~ 2023, ~~$424~~$597 million in fiscal year 2024, ~~$371~~$536 million in fiscal year 2025, ~~$99~~$248 million in fiscal year 2026, ~~and $132~~$143 million in fiscal year 2027, and $146 million in fiscal year 2028 and thereafter.

~~There were no changes to~~In the ~~carrying amount of goodwill during the second~~first quarter ~~and first half~~ of fiscal year ~~2022.~~2023, goodwill increased by $16 million and intangible assets increased by $25 million from acquisitions. We assigned $14 million of the increase in goodwill to our Compute & Networking segment and $2 million of the increase to our Graphics segment.

Note 10 - Balance Sheet Components

Certain balance sheet components are as follows:


		August 1,		January 31,			May 1,		January 30,
		2021		2021			2022		2022

Inventories:	Inventories:	(In millions)				Inventories:	(In millions)
Raw materials	Raw materials	$	825	$	632	Raw materials	$	1,119	$	791
Work in-process	Work in-process	553		457		Work in-process	672		692
Finished goods	Finished goods	736		737		Finished goods	1,372		1,122
Total inventories	Total inventories	$	2,114	$	1,826	Total inventories	$	3,163	$	2,605

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


	May 1,		January 30,
	2022		2022

Other assets:	(In millions)
Prepaid supply agreements	$	2,752	$	1,747
Prepaid royalties	405		409
Investment in non-affiliated entities	285		266


Advanced consideration for acquisition (1)	—		1,353
Other	63		66
Total other assets	$	3,505	$	3,841

(1) Refer to Note 2 - Business Combination for further details on the Arm acquisition.


	May 1,		January 30,
	2022		2022

Accrued and Other Current Liabilities:	(In millions)
Customer program accruals	$	1,088	$	1,000
Taxes payable	736		132
Deferred revenue (1)	334		300
Accrued payroll and related expenses	327		409









Payables to brokers for unsettled investment trades	325		—
Excess inventory purchase obligations	258		196




Other	495		515
Total accrued and other current liabilities	$	3,563	$	2,552

(1) Deferred revenue primarily includes customer advances and deferrals related to license and development arrangements, support for hardware and software, and cloud services.

1614

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 customer support, or PCS.~~


		August 1,		January 31,			May 1,		January 30,
		2021		2021			2022		2022

Other Long-Term Liabilities:	Other Long-Term Liabilities:	(In millions)				Other Long-Term Liabilities:	(In millions)
Income tax payable (1)	Income tax payable (1)	$	897	$	836	Income tax payable (1)	$	1,051	$	980
Deferred income tax	Deferred income tax	229		241		Deferred income tax	257		245
Deferred revenue (2)	Deferred revenue (2)	189		163		Deferred revenue (2)	203		202
Employee benefits		37		33
Licenses payable		33		56

Other	Other	11		46		Other	120		126
Total other long-term liabilities	Total other long-term liabilities	$	1,396	$	1,375	Total other long-term liabilities	$	1,631	$	1,553

(1) As of ~~August~~May 1, ~~2021,~~2022, income tax payable represents the long-term portion of the one-time transition tax payable of $251 million, unrecognized tax benefits of ~~$435~~$733 million, and related interest and penalties of ~~$52 million, and other foreign~~$67 million. As of January 30, 2022, income tax payable represents the long-term portion of the one-time transition tax payable of ~~$159~~$251 million, unrecognized tax benefits of $670 million, and related interest and penalties of $59 million.

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

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

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

~~(Unaudited)~~

support for hardware and software.

Deferred Revenue

The following table shows the changes in deferred revenue during the first ~~half~~quarter of fiscal years ~~2022~~2023 and ~~2021:~~2022:


		August 1,		July 26,			May 1,		May 2,
		2021		2020			2022		2021

		(In millions)					(In millions)
Balance at beginning of period	Balance at beginning of period	$	451	$	201	Balance at beginning of period	$	502	$	451
Deferred revenue added during the period		401		213
Addition due to business combinations		—		75
Deferred revenue additions during the period						Deferred revenue additions during the period	212		178

Revenue recognized during the period	Revenue recognized during the period	(362)		(147)		Revenue recognized during the period	(177)		(123)
Balance at end of period	Balance at end of period	$	490	$	342	Balance at end of period	$	537	$	506

Revenue related to remaining performance obligations represents the ~~remaining~~ contracted license and development arrangements and ~~PCS that has not been recognized.~~support for hardware and software. This includes ~~related~~ deferred revenue currently recorded and amounts that will be invoiced in future periods. As of ~~August~~May 1, ~~2021, the amount~~2022, $652 million of ~~our remaining~~revenue related to performance obligations ~~that has~~had not been recognized, ~~as revenue was $646 million,~~ of which we expect to recognize approximately ~~50% as revenue~~47% over the next 12twelve months and the remainder thereafter. This ~~amount~~ excludes ~~the value of remaining~~revenue related to performance obligations for contracts with ~~an original expected~~a 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 ~~August~~May 1, ~~2021~~2022 and January ~~31, 2021.~~30, 2022.

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. 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.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The table below presents the notional value of our foreign currency forward contracts outstanding as of ~~August~~May 1, ~~2021~~2022 and January ~~31, 2021:~~30, 2022:


		August 1, 2021		January 31, 2021			May 1, 2022		January 30, 2022

		(In millions)					(In millions)
Designated as cash flow hedges	Designated as cash flow hedges	$	902	$	840	Designated as cash flow hedges	$	1,070	$	1,023
Not designated for hedge accounting	Not designated for hedge accounting	$	423	$	441	Not designated for hedge accounting	$	382	$	408

As of ~~August~~May 1, ~~2021,~~2022, all designated foreign currency forward contracts mature within 18eighteen months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next 12twelve months was not significant.

During the first ~~half~~quarter of fiscal years ~~2022~~2023 and ~~2021,~~2022, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not ~~significant~~significant.

Note 12 - Debt

Long-Term Debt

The carrying values of our outstanding notes and ~~all such instruments~~their associated interest rates were ~~determined~~as follows:


			Carrying Value at
	Expected Remaining Term (years)	Effective Interest Rate	May 1, 2022		January 30, 2022

			(In millions)

0.309% Notes Due 2023	1.1	0.41%	$	1,250	$	1,250
0.584% Notes Due 2024	2.1	0.66%	1,250		1,250
3.20% Notes Due 2026	4.4	3.31%	1,000		1,000
1.55% Notes Due 2028	6.1	1.64%	1,250		1,250
2.85% Notes Due 2030	7.9	2.93%	1,500		1,500
2.00% Notes Due 2031	9.1	2.09%	1,250		1,250
3.50% Notes Due 2040	17.9	3.54%	1,000		1,000
3.50% Notes Due 2050	27.9	3.54%	2,000		2,000
3.70% Notes Due 2060	37.9	3.73%	500		500
Unamortized debt discount and issuance costs			(53)		(54)
Net carrying amount			$	10,947	$	10,946

All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to ~~be highly effective. Therefore, there were no gains or losses associated~~the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.

As of May 1, 2022, we have complied with ~~ineffectiveness.~~the required covenants under the notes.

Commercial Paper

We have a $575 million commercial paper program to support general corporate purposes. As of May 1, 2022, we had not issued any commercial paper.

1816

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.

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. On August 16, 2021, we repaid the $1.00 billion of 2.20% Notes Due 2021.

The September 2016 Notes, the March 2020 Notes, and the 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 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 August 1, 2021, we were in compliance with the required covenants under the Notes.~~

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

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

~~(Unaudited)~~

~~Credit 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 August 1, 2021, we had not borrowed any amounts and were in compliance with the required covenants under this agreement. The Credit Agreement expires October 2021.

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

Note 13 - Commitments and Contingencies

Purchase Obligations

Our purchase obligations primarily include our commitments to purchase components used to manufacture our products, including long-term supply agreements, certain software and technology licenses, other goods and services and long-lived assets.

We have entered into several long-term supply agreements, under which we have made advance payments and have $1.02 billion remaining unpaid. As of ~~August~~May 1, ~~2021,~~2022, we had outstanding inventory purchase and long-term supply ~~commitment~~ obligations totaling ~~$4.79~~$9.59 billion, inclusive of ~~which $4.59 billion is expected to occur over~~ the ~~next 12 months and the remaining balance over 36 months. Other~~$1.02 billion. We also had other purchase obligations totaling ~~$565 million~~$1.85 billion.

Total future unconditional purchase commitments as of May 1, 2022, are ~~primarily expected to occur over the next 18 months.~~as follows:


	Commitments
	(In millions)
Fiscal Year:
2023 (excluding first quarter of fiscal year 2023)	$	8,344
2024	2,238
2025	406
2026	48
2027	70
2028 and thereafter	330
Total	$	11,436

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was ~~$31~~$55 million and ~~$22~~$46 million as of ~~August~~May 1, ~~2021~~2022 and January ~~31, 2021,~~30, 2022, respectively, and the activities ~~related to the warranty liabilities~~ were not significant.

~~In connection with~~With certain agreements that we have entered in the past, we have provided indemnities 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.

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 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 alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs 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 March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On ~~August 11,~~March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. Oral argument on the appeal was held on May 10, 2022.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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~~, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company 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~~(Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company 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.

Settlement

In May 2022, NVIDIA entered into a settlement with the SEC relating to MD&A disclosures in our Forms 10-Q for the second and third quarters of fiscal year 2018 concerning the impact of cryptocurrency mining on year-over-year growth in revenue for our gaming specialized market during those periods. As part of the settlement, without admitting or denying the findings in the administrative order issued by the SEC, NVIDIA agreed to cease-and-desist from violating certain federal securities laws and paid a $5.5 million civil penalty.

Accounting for Loss Contingencies

As of ~~August~~May 1, ~~2021,~~2022, 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.

During the first quarter of fiscal year 2023, we repurchased a total of 8.6 million shares for $2.00 billion. Through ~~August~~May 1, ~~2021,~~2022, we have repurchased an aggregate of ~~1.04~~1.05 billion shares under our share repurchase program for a total cost of ~~$7.08~~$9.08 billion. ~~All shares delivered from these repurchases have been placed into treasury stock. As~~On May 23, 2022, our Board of ~~August 1, 2021, we were authorized, subject to certain specifications,~~Directors increased and extended our share repurchase program to repurchase additional ~~shares of our~~ common stock up to ~~$7.24~~a total of $15 billion through December ~~2022.~~2023.

During the ~~second~~first quarter ~~and first half~~ of fiscal ~~year~~years 2023 and 2022, we paid $100 million and ~~$198~~$99 million in cash dividends to our shareholders, respectively.

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. ~~Our 2 operating segments are "Graphics" and "Compute & 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/NVIDIA RTX GPUs for enterprise ~~design; GRID~~workstation

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

graphics; vGPU software for cloud-based visual and virtual computing; ~~and~~ automotive platforms for infotainment ~~systems.~~systems; and Omniverse software for building 3D designs and virtual worlds.

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

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, 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 August 1, 2021
Three Months Ended May 1, 2022										Three Months Ended May 1, 2022
Revenue	Revenue	$	3,907	$	2,600	$	—	$	6,507	Revenue	$	4,616	$	3,672	$	—	$	8,288

Operating income (loss)	Operating income (loss)	$	2,127	$	1,034	$	(717)	$	2,444	Operating income (loss)	$	2,476	$	1,606	$	(2,214)	$	1,868

Three Months Ended July 26, 2020
Three Months Ended May 2, 2021										Three Months Ended May 2, 2021
Revenue	Revenue	$	2,085	$	1,781	$	—	$	3,866	Revenue	$	3,451	$	2,210	$	—	$	5,661

Operating income (loss)	Operating income (loss)	$	911	$	691	$	(951)	$	651	Operating income (loss)	$	1,786	$	861	$	(691)	$	1,956

Six Months Ended August 1, 2021
Revenue		$	7,358	$	4,810	$	—	$	12,168

Operating income (loss)		$	3,913	$	1,895	$	(1,408)	$	4,400

Six Months Ended July 26, 2020
Revenue		$	3,991	$	2,955	$	—	$	6,946

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)

~~NVIDIA CORPORATION AND SUBSIDIARIES~~

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

~~(Unaudited)~~


	Three Months Ended
	May 1, 2022		May 2, 2021

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

Acquisition termination cost	$	(1,353)	$	—
Stock-based compensation expense	(578)		(429)
Acquisition-related and other costs	(149)		(167)
Unallocated cost of revenue and operating expenses	(127)		(90)
IP-related and legal settlement costs	(7)		(5)


Total	$	(2,214)	$	(691)

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 Six Months Ended
August 1, July 26, August 1, July 26,
2021 2020 2021 2020
(In millions)
Revenue:
Taiwan $ 1,961 $ 954 $ 3,745 $ 1,766
China (including Hong Kong) 1,720 855 3,111 1,614
Other Asia Pacific 1,047 698 2,048 1,305
United States 996 944 1,764 1,441
Europe 429 240 810 494
Other countries 354 175 690 326
Total revenue $ 6,507 $ 3,866 $ 12,168 $ 6,946

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Three Months Ended
	May 1,		May 2,
	2022		2021

	(In millions)
Revenue:
Taiwan	$	2,777	$	1,784
China (including Hong Kong)	2,081		1,391

United States	1,932		768

Other countries	1,498		1,718
Total revenue	$	8,288	$	5,661

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


		Three Months Ended				Six Months Ended					Three Months Ended
		August 1,		July 26,		August 1,		July 26,			May 1,		May 2,
		2021		2020		2021		2020			2022		2021

		(In millions)									(In millions)
Revenue:	Revenue:									Revenue:
Gaming	Gaming	$	3,061	$	1,654	$	5,821	$	2,993	Gaming	$	3,620	$	2,760
Data Center	Data Center	2,366		1,752		4,414		2,893		Data Center	3,750		2,048
Professional Visualization	Professional Visualization	519		203		891		510		Professional Visualization	622		372
Automotive	Automotive	152		111		306		266		Automotive	138		154
OEM and Other	OEM and Other	409		146		736		284		OEM and Other	158		327
Total revenue	Total revenue	$	6,507	$	3,866	$	12,168	$	6,946	Total revenue	$	8,288	$	5,661

No customer represented 10% or more of total revenue for the ~~second~~first quarter ~~and first half~~ of fiscal years ~~2022~~2023 or ~~2021.~~2022.

One customer represented ~~13% and 16%~~12% of our accounts receivable balance as of ~~August~~May 1, ~~2021 and~~2022. Two customers each represented 10% or more of accounts receivable for a total of 22% as of January ~~31, 2021, respectively.~~30, 2022.

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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~~30, 2022 in greater detail under the heading “Risk 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, GeForce NOW, ~~GeForce RTX,~~ Mellanox, NVIDIA ~~Base Command,~~AI Enterprise, NVIDIA DGX, NVIDIA DRIVE Orin, NVIDIA ~~Fleet Command,~~Grace, NVIDIA Hopper, NVIDIA Omniverse, NVIDIA OVX, NVIDIA RTX, ~~Quadro, Quadro RTX~~NVIDIA Spectrum and ~~Tensor RT~~Quadro, are trademarks and/or registered trademarks of NVIDIA Corporation in the United States and/or other countries. MAXQ® is the registered trademark of Maxim Integrated Products, Inc. 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 the risk factors set forth in Item 1A. “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended January ~~31, 2021~~30, 2022 and Part II, Item 1A. “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. Since our original focus on PC graphics, we have expanded to 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, or AR and VR.~~reality.

Our two operating segments are "Graphics" and "Compute & Networking," as described in Note 15 of the 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~~Termination of the Arm ~~Limited~~Share Purchase Agreement

On ~~September 13, 2020, we entered into a~~February 8, 2022, NVIDIA and SoftBank announced the termination of the Share Purchase Agreement ~~with~~whereby NVIDIA would have acquired Arm ~~and SoftBank for us~~from SoftBank. The parties agreed to ~~acquire, from SoftBank, all allotted and issued ordinary shares~~terminate because of ~~Arm in a transaction valued at $40 billion. We paid~~significant regulatory challenges preventing the ~~Signing Consideration and will pay upon closing~~completion of the transaction. We recorded an acquisition ~~$10~~termination cost of $1.35 billion in ~~cash and issue to SoftBank 177.5 million shares~~the first quarter of ~~our~~fiscal year 2023 reflecting the write-off of the prepayment provided at signing in September 2020.

2421

common stock, which had an aggregate value of $21.5 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 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, 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 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, time to market, competitor product releases and announcements, ~~and~~ competing technologies, and changes in macroeconomic conditions, including rising inflation, all of which can impact the timing and ~~amount~~volume of our revenue. ~~For example,~~Product transitions are complex and can negatively impact our revenue as we manage shipments of prior architecture products and channel partners prepare and adjust to support new products. GPUs have use cases in addition to their designed and marketed use case, such as for ~~gaming are capable of~~ digital currency ~~mining. Demand and use~~mining, including blockchain-based platforms such as Ethereum. It is difficult for us to estimate with any reasonable degree of ~~GPUs for cryptocurrency has fluctuated in~~precision the past ~~and is likely to continue to change quickly.~~or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards, and changes in the ~~prices~~method of ~~cryptocurrencies,~~verifying blockchain transactions, have impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact 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~~decrease the usage of GPUs for Ethereum mining as well as 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 have introduced ~~Low~~Lite Hash Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and ~~increased the supply of~~provided CMP products in an effort to ~~direct GeForce to~~address demand from gamers and ~~CMP~~direct miners to ~~miners. During~~CMP. Beginning in the second quarter of fiscal year 2022, ~~over 80% of our~~most desktop NVIDIA Ampere ~~architecture-based~~architecture GeForce GPU shipments were LHR in our effort to direct GeForce to gamers. Attempts in the ~~quarter were~~aftermarket to improve the hash rate capabilities of our LHR ~~GPUs.~~cards have been successful and our gaming cards may become more attractive to miners, increasing demand for our gaming GPUs and limiting our ability to supply our gaming cards to non-mining customers. We cannot predict whether our strategy of using LHR cards and CMP will achieve our desired outcome. Additionally, consumer and enterprise behavior during the COVID-19 pandemic has made it more difficult for us to estimate future demand and ~~these~~may have changed pre-pandemic behaviors. These challenges may be more pronounced or volatile in the future on both a global and regional basis if and may continue in the future when the effects of the pandemic subside. Restrictions that may be imposed or reinstated as the pandemic continues may negatively impact customer demand for our products. Recent lockdown measures due to COVID-19 containment efforts in China, as well as the war in Ukraine, have impacted end customer sales in China and EMEA, respectively, and we expect this impact to continue into the second quarter of fiscal year 2023. During the first quarter of fiscal year 2023, we paused all direct sales in Russia. Direct sales to Russia in fiscal year 2022 were immaterial. Our revenue to partners that sell into Russia may be negatively impacted due to the war in Ukraine and we estimate that in fiscal year 2022, Russia accounted for approximately 2% of total end customer sales and 4% of Gaming end customer sales. 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~~long and in some cases extend twelve months or longer, which requires us to make estimates of customers’ future demand. These conditions could lead to a significant mismatch between supply and demand, giving rise to product shortages or excess inventory, and make 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.~~forecast more uncertain. To ~~have shorter~~shorten shipment lead times and ~~quicker delivery schedules for~~deliver more quickly to our customers, we may build finished products and maintain inventory for anticipated ~~periods of growth which do not occur, may build inventory anticipating~~ demand that does not ~~materialize, or may build inventory~~materialize. During fiscal year 2022, we made substantial strides in broadening our supply base to scale our company and better serve ~~what we believe is pent-up~~customer demand. Recent COVID-19-related disruptions and lockdowns in China have created and are expected to continue to create supply and logistics constraints. The war in Ukraine has further strained global supply chains and could result in a shortage of key materials that our suppliers, including our foundry partners, require to satisfy our needs. We ~~may remain supply-constrained beyond~~expect continued supply constraints for some of our products, such as Networking, through the end of the second ~~half~~quarter of fiscal year ~~2022.~~2023 and potentially beyond. We have placed ~~non-cancellable inventory~~ orders for certain ~~products~~supply in advance of our ~~normal~~historical 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 future. Placing orders in advance of our historical lead times to secure supply and services in a constrained environment may result in excess inventory, cancellation penalties or other charges if there is a partial or complete reduction in long-term demand for our products. These actions may also increase our product costs, in addition to increased overall costs as a result of rising inflation. Increased costs for wafers, components, logistics, and other supply chain expenses, driven in part by inflation, have negatively impacted and may continue to impact our gross margin. Given our long lead times on inventory purchasing, we may order components before our product design is finalized and changes to the product design or to end demand, which may be perishable or may disappear, could trigger excess inventory. Our supply deliveries and production may be non-linear within a quarter or year which could cause changes to expected revenue or cash flows.

COVID-19

The ~~worldwide~~ COVID-19 pandemic 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. Some regions are easing COVID-19 related restrictions; however, mostcontinued during fiscal year 2023. Most of our employees continue to work remotely and we ~~continue to temporarily prohibit~~have paused most business travel.

~~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~~ Our Professional Visualization market ~~platforms have~~platform benefited from ~~stronger~~ demand for workstations as ~~people continue to~~enterprises support hybrid work ~~learn,~~environments. Recent COVID-19-related disruptions in China are creating supply and ~~play from home.~~logistics constraints and impacting end customer sales. As our ~~own~~ offices begin to reopen, we expect to incur incremental expenses as we resume onsite services and related in-office costs.

As the COVID-19 pandemic continues, the timing and overall demand from customers, and the limited 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.”~~

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 our working capital needs, capital asset purchases, dividends, debt repayments and other liquidity requirements associated with our existing operations.

~~Second~~First Quarter of Fiscal Year ~~2022~~2023 Summary


		Three Months Ended														Three Months Ended
		August 1, 2021			May 2, 2021			July 26, 2020			Quarter-over-Quarter Change		Year-over-Year Change			May 1, 2022			January 30, 2022			May 2, 2021			Quarter-over-Quarter Change		Year-over-Year Change

		($ in millions, except per share data)														($ in millions, except per share data)
Revenue	Revenue	$	6,507		$	5,661		$	3,866		15	%	68	%	Revenue	$	8,288		$	7,643		$	5,661		8	%	46	%
Gross margin	Gross margin	64.8		%	64.1		%	58.8		%	70 bps		600 bps		Gross margin	65.5		%	65.4		%	64.1		%	10 bps		140 bps
Operating expenses	Operating expenses	$	1,771		$	1,673		$	1,624		6	%	9	%	Operating expenses	$	3,563		$	2,029		$	1,673		76	%	113	%
Income from operations	Income from operations	$	2,444		$	1,956		$	651		25	%	275	%	Income from operations	$	1,868		$	2,970		$	1,956		(37)	%	(4)	%
Net income	Net income	$	2,374		$	1,912		$	622		24	%	282	%	Net income	$	1,618		$	3,003		$	1,912		(46)	%	(15)	%
Net income per diluted share	Net income per diluted share	$	0.94		$	0.76		$	0.25		24	%	276	%	Net income per diluted share	$	0.64		$	1.18		$	0.76		(46)	%	(16)	%

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 ~~second~~first quarter of fiscal year ~~2022~~2023 was ~~$6.51~~$8.29 billion, up ~~68% from a year earlier.~~

~~Gaming revenue was up 85%~~46% from a year ago and up ~~11% sequentially, reflecting~~8% sequentially.

Gaming revenue was up 31% from a year ago and up 6% sequentially. The year-on-year increase reflects higher sales inof GeForce GPUs ~~and game-console SOCs. We continued to benefit from strong sales of our GeForce RTX 30 Series~~ based on ~~the~~our NVIDIA Ampere architecture. ~~We have introduced LHR~~The sequential increase was driven by higher sales of GeForce GPUs ~~with~~for laptops and SOCs for game consoles.

Our GPUs are capable of cryptocurrency mining, though we have limited ~~Ethereum mining capability~~visibility into how much this impacts our overall GPU demand. Volatility in the cryptocurrency market – such as the recent declines in cryptocurrency prices or changes in method of verifying transactions, including proof of work or proof of stake - can impact demand for our products and ~~increased the supply of CMP in an effort~~our ability to ~~direct GeForce to gamers and CMP to miners. Over 80% of our~~accurately estimate it. Most desktop NVIDIA Ampere ~~architecture-based~~architecture GeForce GPU shipments ~~in the quarter~~ were ~~LHR GPUs. CMP is included in OEM.~~Lite Hash Rate to help direct GeForce GPUs to gamers.

Data Center revenue was up ~~35%~~83% from a year ago and up ~~16%~~15% sequentially. ~~The year-on-year growth was led~~These increases were primarily driven by ~~the ramp~~sales of NVIDIA Ampere architecture ~~products into vertical industries~~GPUs and DGX systems used across both training and inference. Growth was led by cloud computing and hyperscale customers ~~including strong growth in inference. Sequentially, growth stemmed from both compute~~for workloads such as natural language processing and ~~networking products, led by hyperscale customers.~~deep recommenders.

Professional Visualization revenue was up ~~156%~~67% from a year ~~earlier and up 40% sequentially, driven by the ramp of NVIDIA Ampere architecture GPUs, with growth led by desktop workstation GPUs.~~

~~Automotive revenue was up 37% from a year earlier~~ago and down 1%3% sequentially. The year-on-year increase was driven by sales of NVIDIA Ampere architecture products with growth in workstations as enterprises supported hybrid work environments. The sequential decrease was due to ~~the recovery in automotive demand which was impacted~~lower sales of desktop workstation GPUs, partially offset by ~~the pandemic in the prior year.~~higher sales of notebook workstations GPUs.

~~OEM and Other~~Automotive revenue was ~~up 180%~~down 10% from a year ago and up ~~25% sequentially, primarily reflecting growth in CMP, which generated revenue of $266 million.~~

GAAP gross margin for the second quarter was up 600 basis points from a year earlier, primarily due to a non-recurring inventory step-up expense of $161 million related to the Mellanox acquisition in the second quarter of fiscal year 2021. GAAP gross margin was up 70 basis points sequentially.

~~Operating expenses for the second quarter were up 9% from a year earlier and up 6%~~10% sequentially. The year-on-year decrease was due to automakers’ supply constraints and the decline of legacy cockpit revenue. The sequential ~~increases were primarily~~increase was driven by ~~compensation-related costs largely relating to employee growth. The year-on-year increase also reflects growth of infrastructure costs.~~AI cockpit revenue.

2623

OEM and Other revenue was down 52% from a year ago and down 18% sequentially. The year-on-year decrease was due to a decline in CMP revenue, which was nominal in the quarter compared with $155 million from a year ago. The sequential decrease was driven by lower entry level notebook GPU sales.

GAAP gross margin was up 140 basis points from a year ago, primarily due to a higher-end mix of GeForce GPUs within Gaming and the reduced impact of acquisition-related costs. Sequentially, GAAP gross margin was up 10 basis points due to increased contribution of, and favorable product mix changes within, Data Center, partially offset by higher sales of SOCs for game consoles.

GAAP operating expenses were up 113% from a year ago and up 76% sequentially and include a $1.35 billion acquisition termination charge related to the Arm transaction. These increases were also driven by employee growth, compensation-related costs and engineering development costs. We have been successful in hiring this year and expect to slow hiring in the second half of fiscal year 2023 as we integrate our new employees.

Income from operations was ~~$2.44~~$1.87 billion, ~~up 275%~~down 4% from a year ~~earlier~~ago and ~~up 25%~~down 37% sequentially. Net income was ~~$2.37~~a $1.62 billion. Net income per diluted share was ~~$0.94, up 276%~~$0.64, down 16% from a year ~~earlier~~ago and ~~up 24%~~down 46% sequentially.

Cash, cash equivalents and marketable securities were ~~$19.65~~$20.34 billion, ~~up from $10.98 billion a year earlier and~~ up from $12.67 billion ~~in the prior quarter.~~a year ago and down from $21.21 billion a quarter ago. The year-on-year increase reflects operating cash flow generation and ~~sequential increases reflect $5~~$5.00 billion of debt issuance ~~proceeds~~proceeds. The sequential decrease reflects share repurchases and ~~operating cash flow generation.~~

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

~~Market Platform Highlights~~advanced payments on supply agreements.

During the ~~second~~first quarter of fiscal year 2023, we returned $2.10 billion to shareholders in the form of share repurchases and cash dividends.

On May 23, 2022, in our ~~Gaming platform, we introduced GeForce RTX 3080 Ti~~board of directors increased 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 accessextended our share repurchase program to ~~more than 1,000 PC games.~~repurchase additional common stock up to a total of $15 billion through December 2023.

Market Platform Highlights

In our Data Center market platform, we announced the NVIDIA Hopper GPU architecture and its first products based on the architecture including the NVIDIA H100 Tensor Core GPU and the fourth-generation NVIDIA DGX system. Additionally, we announced the NVIDIA Grace CPU Superchip; unveiled the NVIDIA ~~Base Command and Fleet Command; established the AI LaunchPad hybrid-cloud partner program to offer enterprises instant access to NVIDIA AI infrastructure and software;~~Spectrum-4 end-to-end 400Gbps networking platform; and announced NVIDIA OVX server reference design for digital twins and other Omniverse applications.

In our Gaming market platform, we introduced the GeForce RTX 3090 Ti enthusiast-class desktop GPU; announced that there are now over 180 laptop models featuring RTX 30-series GPUs and our energy efficient, thin & light Max-Q technologies; announced that 15 new game titles added support for NVIDIA ~~technology supports 342 supercomputers on~~RTX features, bringing the ~~latest TOP500 list, including 70% of all new systems~~total to over 250 games and ~~8 of~~applications; and expanded the ~~top 10, and powers 35 of~~GeForce NOW cloud gaming service library with over 100 games, bringing the ~~top 40 greenest systems.~~total to over 1,300.

In our Professional Visualization market platform, we ~~expanded~~added new NVIDIA Ampere architecture RTX GPUs for workstations and announced that Amazon Robotics is building AI-enabled digital twins of its warehouses using NVIDIA Omniverse ~~through new integrations with Blender and Adobe, and launched the NVIDIA RTX A2000.~~Enterprise.

In our Automotive market platform, we started production of the NVIDIA DRIVE Orin autonomous vehicle SOC and announced ~~design~~ wins with ~~robotaxi startup AutoX~~Lucid Motors 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 DRIVE.BYD.

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

Refer to Part II, Item 7, "Critical Accounting Policies and Estimates" of our Annual Report on Form 10-K for the fiscal year ended January 30, 2022. There have been no material changes to our Critical Accounting Policies and Estimates.

2724

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				Six Months Ended					Three Months Ended
		August 1, 2021		July 26, 2020		August 1, 2021		July 26, 2020			May 1, 2022		May 2, 2021
Revenue	Revenue	100.0	%	100.0	%	100.0	%	100.0	%	Revenue	100.0	%	100.0	%
Cost of revenue	Cost of revenue	35.2		41.2		35.5		38.4		Cost of revenue	34.5		35.9
Gross profit	Gross profit	64.8		58.8		64.5		61.6		Gross profit	65.5		64.1
Operating expenses	Operating expenses									Operating expenses
Research and development	Research and development	19.1		25.8		19.7		24.9		Research and development	19.5		20.4
Sales, general and administrative	Sales, general and administrative	8.1		16.2		8.6		13.3		Sales, general and administrative	7.1		9.2

Acquisition termination cost										Acquisition termination cost	16.3		—
Total operating expenses	Total operating expenses	27.2		42.0		28.3		38.2		Total operating expenses	42.9		29.6
Income from operations	Income from operations	37.6		16.8		36.2		23.4		Income from operations	22.6		34.5
Interest income	Interest income	0.1		0.3		0.1		0.6		Interest income	0.2		0.1
Interest expense	Interest expense	(0.9)		(1.4)		(0.9)		(1.1)		Interest expense	(0.8)		(0.9)
Other, net	Other, net	0.1		—		1.1		—		Other, net	(0.2)		2.4
Other income (expense), net	Other income (expense), net	(0.7)		(1.1)		0.3		(0.5)		Other income (expense), net	(0.8)		1.6
Income before income tax	Income before income tax	36.9		15.7		36.5		22.9		Income before income tax	21.8		36.1
Income tax expense (benefit)		0.3		(0.3)		1.3		0.7
Income tax expense										Income tax expense	2.3		2.3
Net income	Net income	36.6	%	16.0	%	35.2	%	22.2	%	Net income	19.5	%	33.8	%

Revenue

Revenue by Reportable Segments


		Three Months Ended								Six Months Ended									Three Months Ended
		August 1, 2021		July 26, 2020		$ Change		% Change		August 1, 2021		July 26, 2020		$ Change		% Change			May 1, 2022		May 2, 2021		$ Change		% Change

		($ in millions)																	($ in millions)
Graphics	Graphics	$	3,907	$	2,085	$	1,822	87	%	$	7,358	$	3,991	$	3,367	84	%	Graphics	$	4,616	$	3,451	$	1,165	34	%
Compute & Networking	Compute & Networking	2,600		1,781		819		46	%	4,810		2,955		1,855		63	%	Compute & Networking	3,672		2,210		1,462		66	%
Total	Total	$	6,507	$	3,866	$	2,641	68	%	$	12,168	$	6,946	$	5,222	75	%	Total	$	8,288	$	5,661	$	2,627	46	%

Graphics - Graphics segment revenue increased ~~87%~~by 34% in the ~~second~~first quarter of fiscal year ~~2022~~2023 compared to the ~~second~~first quarter of fiscal year ~~2021 and 84%~~2022. We continue to benefit from increased sales of our NVIDIA Ampere architecture products. The increase in Gaming revenue during the first ~~half~~quarter of fiscal year ~~2022 compared to~~2023 resulted from a combination of factors including: the ~~first half~~ramp of ~~fiscal year 2021, reflecting growth in GeForce GPUs which benefited from the introduction of~~ new ~~products of our GeForce~~ RTX 30 Series GPUs; the release of new games supporting ray tracing; the rising popularity of gaming, eSports, content creation and streaming; the demand for ~~both desktop~~new and ~~laptops based on~~upgraded systems to support the ~~NVIDIA Ampere architecture. Additionally, revenue increased from higher sales~~increase in remote work; and the ability of ~~NVIDIA RTX workstations and game console SOCs.~~end users to engage in cryptocurrency mining.

Compute & Networking - Compute & Networking segment revenue increased ~~46%~~by 66% for the ~~second~~first quarter of fiscal year 2023 compared to the first quarter of fiscal year 2022, ~~compared~~driven primarily by sales of NVIDIA Ampere architecture products to hyperscale customers for cloud computing and workloads such as natural language processing and deep recommender models, as well as to vertical industries. The increase also reflects an increase in sales of networking products. CMP contributed an insignificant amount in the ~~second~~first quarter of fiscal year ~~2021 and 63%~~2023 compared to $155 million in the first half of fiscal year 2022 compared to the first half of fiscal year 2021. Revenue increased due to the ramp of NVIDIA Ampere GPU architecture products into vertical industries and hyperscale customers, including growth in inference. The addition of CMP products 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.

prior year.

2825

Concentration of Revenue

Revenue from sales to customers outside of the United States accounted for ~~85%~~77% and 86% of total revenue for the ~~second~~first quarter ~~and first half~~ of fiscal ~~year~~years 2023 and 2022, ~~respectively, and 76% and 79% of total revenue for the second quarter and first half of fiscal year 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.

No customer represented 10% or more of total revenue for the ~~second~~first quarter ~~and first half~~ of fiscal years ~~2022~~2023 or ~~2021.~~2022.

Gross Margin

Our overall gross margin increased to ~~64.8% and 64.5%~~65.5% for the ~~second~~first quarter ~~and~~of fiscal year 2023 from 64.1% for the first ~~half~~quarter of fiscal year 2022, ~~respectively, from 58.8% and 61.6% for the second quarter and first half~~reflecting a higher-end mix of fiscal year 2021, respectively. These increases are primarily due to the absence of a non-recurring inventory step-up expense of $161 million related to the Mellanox acquisition and higher ASPs within desktop GeForce GPUs ~~with continued growth in high-end Ampere architecture products, partially offset by~~within our Graphics segment and a ~~mix shift within the Compute & Networking segment.~~reduced impact to gross margin for acquisition-related costs.

Inventory provisions totaled ~~$73~~$90 million and ~~$45~~$58 million for the ~~second~~first quarter of fiscal years ~~2022~~2023 and ~~2021,~~2022, respectively. Sales of inventory that was previously written-off or ~~-down~~down totaled ~~$20~~$15 million and ~~$49~~$21 million for the ~~second~~first quarter of fiscal years ~~2022~~2023 and ~~2021,~~2022, respectively. As a result, the overall net effect on our gross margin was an unfavorable impact of ~~0.8%~~0.9% and ~~insignificant~~0.6% in the ~~second~~first quarter of fiscal years 2023 and 2022, ~~and 2021,~~ respectively.

Inventory provisions totaled $131 million and $81 million for the first half of fiscal years 2022 and 2021, respectively. Sales of inventory that was previously written-off or -down totaled $41 million and $88 million for the first half of fiscal years 2022 and 2021, respectively. As a result, the overall net effect on our gross margin was an unfavorable impact of 0.7% and insignificant in the first half of fiscal 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 increased during the ~~second~~first quarter ~~and~~of fiscal year 2023 compared to the first ~~half~~quarter of fiscal year 2022, ~~compared~~primarily due to ~~the second quarter and first half of fiscal year 2021, primarily driven by higher ASPs~~a higher-end mix within ~~desktop~~ GeForce ~~GPUs with continued growth in high-end Ampere architecture products.~~GPUs.

Compute & Networking - The gross margin of our Compute & Networking segment decreased during the ~~second~~first quarter ~~and~~of fiscal year 2023 compared to the first ~~half~~quarter of fiscal year 2022, primarily due to lower contribution of prior architecture boards compared to ~~the second quarter and first half of fiscal year 2021, primarily driven by a shift in product mix.~~NVIDIA Ampere architecture systems.

Operating Expenses


		Three Months Ended										Six Months Ended											Three Months Ended
		August 1, 2021			July 26, 2020			$ Change		% Change		August 1, 2021			July 26, 2020			$ Change		% Change			May 1, 2022			May 2, 2021			$ Change		% Change

		($ in millions)																					($ in millions)
Research and development expenses	Research and development expenses	$	1,245		$	997		$	248	25	%	$	2,398		$	1,732		$	666	38	%	Research and development expenses	$	1,618		$	1,153		$	465	40	%
% of net revenue	% of net revenue	19		%	26		%					20		%	25		%					% of net revenue	20		%	20		%
Sales, general and administrative expenses	Sales, general and administrative expenses	526			627			(101)		(16)	%	1,046			920			126		14	%	Sales, general and administrative expenses	592			520			72		14	%
% of net revenue	% of net revenue	8		%	16		%					9		%	13		%					% of net revenue	7		%	9		%
Acquisition termination cost																						Acquisition termination cost	1,353			—			1,353		100	%
% of net revenue																						% of net revenue	16		%	—		%
Total operating expenses	Total operating expenses	$	1,771		$	1,624		$	147	9	%	$	3,444		$	2,652		$	792	30	%	Total operating expenses	$	3,563		$	1,673		$	1,890	113	%

Research and Development

Research and development expenses increased by ~~25%~~40% during the ~~second~~first quarter of fiscal year 2023 compared to the first quarter of fiscal year 2022, ~~compared to the second quarter of fiscal year 2021,~~ primarily driven by compensation-related costs, including for employee ~~additions~~growth and ~~higher employee compensation, including~~ stock-based compensation, and ~~infrastructure~~engineering development costs.

Research and development expenses increased by 38% during the first half of fiscal year 2022 compared to the first half of fiscal year 2021, primarily driven by employee additions and higher employee compensation, including stock-based compensation and infrastructure costs, and the acquisition of Mellanox.

Sales, General and Administrative

Sales, general and administrative expenses decreased by 16% during the second quarter 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~~quarter of fiscal year 2023 compared to the first quarter of fiscal year 2022, ~~compared to the first half of fiscal year 2021,~~ primarily driven by compensation-related costs, associated with employee ~~additions~~growth and ~~higher employee compensation, including~~ stock-based compensation, ~~the acquisition of Mellanox, and costs related to the pending acquisition of Arm,~~ partially offset by lower ~~amortization~~legal fees.

Acquisition Termination Cost

We recorded an acquisition termination cost related to the Arm transaction of ~~intangible assets.~~$1.35 billion in the first quarter of fiscal year 2023 reflecting the write-off of the prepayment provided at signing in September 2020.

Other Income (Expense), Net

Interest income consists of interest earned on cash, cash equivalents and marketable securities. Interest income was $18 million and $6 million ~~and $13 million during~~for the ~~second~~first quarter of fiscal years ~~2022~~2023 and ~~2021, respectively, and $13 million and $44 million during the first half of fiscal years~~ 2022, ~~and 2021,~~ respectively. The ~~decrease~~increase in interest income was primarily due to ~~lower~~higher interest rates earned on our ~~investments.~~investments and higher cash balances.

Interest expense is primarily comprised of coupon interest and debt discount amortization related to our ~~September 2016 Notes, March 2020 Notes, and June 2021 Notes.~~notes. Interest expense was ~~$60~~$68 million and ~~$54~~$53 million during the ~~second~~first quarter of fiscal years 2023 and 2022, ~~and 2021, respectively, and $113 million and $78 million during~~respectively. The increase in expense reflects interest on the ~~first half of fiscal years 2022 and 2021, respectively.~~$5.00 billion note issued in June 2021.

Other, net, consists primarily of realized or unrealized gains and losses from investments in non-affiliated ~~and equity investments~~entities and the impact of changes in foreign currency rates. Other, net, was an expense of $13 million and income of ~~$4 million and $138~~$135 million during the ~~second~~first quarter of fiscal years 2023 and 2022, respectively. Changes in other, net, compared to the first ~~half~~quarter of fiscal year 2022 ~~respectively,~~were primarily driven by mark-to-market impact from public trading equity investments 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~~changes in value from ~~an equity investment.~~our non-affiliated private investments. Refer to Note 8 of the Notes to Condensed Consolidated Financial Statements for additional information regarding our ~~equity investment.~~investments in non-affiliated entities.

Income Taxes

The increase in our effective tax rate ~~for the second quarter and first half of fiscal year 2022 as compared to the same periods of fiscal year 2021~~ was primarily due to ~~a decreased impact of tax benefits from stock-based compensation and the U.S. federal research tax credit, and~~ an increase in the amount of earnings subject to U.S. tax, the Arm acquisition termination cost recorded in the first quarter of fiscal year 2023 which did not result in any material tax benefit, and a decreased impact of tax benefit from the U.S. federal research tax credit, partially offset by the ~~discrete benefit of~~increased benefits from the ~~Domestication. Refer to Note 6 of~~foreign-derived intangible income deduction and stock-based compensation. If our stock price declines, the ~~Notes to Condensed Consolidated Financial Statements for further information, including the Domestication.~~future tax benefits from stock-based compensation may decline, resulting in an increase in tax expense.

Liquidity and Capital Resources


		August 1, 2021		January 31, 2021			May 1, 2022		January 30, 2022

		(In millions)					(In millions)
Cash and cash equivalents	Cash and cash equivalents	$	5,628	$	847	Cash and cash equivalents	$	3,887	$	1,990
Marketable securities	Marketable securities	14,026		10,714		Marketable securities	16,451		19,218
Cash, cash equivalents and marketable securities	Cash, cash equivalents and marketable securities	$	19,654	$	11,561	Cash, cash equivalents and marketable securities	$	20,338	$	21,208

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


	Three Months Ended
	May 1, 2022		May 2, 2021

	(In millions)
Net cash provided by operating activities	$	1,731	$	1,874
Net cash provided by (used in) investing activities	$	2,612	$	(1,272)
Net cash used in financing activities	$	(2,446)	$	(471)

As of ~~August~~May 1, ~~2021,~~2022, we had ~~$19.65~~$20.34 billion in cash, cash equivalents and marketable securities, ~~an increase~~a decrease of ~~$8.09~~$0.87 billion from the end of fiscal year ~~2021.~~2022. 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.

Cash provided by operating activities decreased in the first quarter of fiscal year 2023 compared to the first quarter of fiscal year 2022, primarily due to advanced payments on supply agreements in the first quarter of fiscal year 2023 partially offset by an increase in net income adjusted for certain non-cash items, such as the Arm acquisition termination cost of $1.35 billion during the first quarter of fiscal year 2023.

Cash provided by investing activities increased in the first ~~half~~quarter of fiscal year 2022 compared to the first half of fiscal year 2021, due to higher net income, partially offset by changes in working capital. Changes in working capital include increases in outstanding trade receivables due to higher revenue and decreased shipment linearity.

~~Cash used in investing activities decreased in the first half of fiscal year 2022~~2023 compared to cash used in the first ~~half of fiscal year 2021, primarily driven by the acquisition of Mellanox in the second~~ quarter of fiscal year ~~2021 and~~2022, primarily driven by higher marketable securities sales and maturities ~~of marketable securities, partially offset by higher~~and lower purchases of marketable ~~securities and higher purchases of property and equipment and intangible assets.~~securities.

Cash ~~provided by~~used in financing activities ~~decreased~~increased in the first ~~half~~quarter of fiscal year 2023 compared to the first quarter of fiscal year 2022, ~~compared to cash provided~~which primarily reflects share repurchases in the first ~~half~~quarter of fiscal year ~~2021, which primarily reflects higher payments related to tax on restricted stock units.~~2023.

Liquidity

Our primary sources of liquidity are our cash and cash equivalents, our marketable securities, and the cash generated by our operations. As of ~~August~~May 1, ~~2021,~~2022, we had ~~$19.65~~$20.34 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.~~entities, as well as certificates of deposit issued by highly rated financial institutions. 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 for at least the next 12twelve months, and for the foreseeable future, including our ~~proposed acquisition of Arm~~future supply obligations and ~~current and future obligations to secure normal and incremental supply and capacity.~~additional supply. 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 ~~$1.8~~$1.38 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S. Other than that, substantially all of our cash, cash equivalents and marketable securities held outside of the U.S. as of ~~August~~May 1, ~~2021~~2022 are available for use in the U.S. without incurring additional U.S. federal income taxes. ~~Following the Domestication, we expect to fully utilize~~We utilized almost all of our accumulated U.S. federal research tax credits during fiscal year 2022, resulting in higher cash tax payments starting in fiscal year 2023. In addition, beginning in fiscal year 2023, the 2017 Tax Cuts and Jobs Act requires taxpayers to capitalize research and development expenditures and to amortize domestic expenditures over five years and foreign expenditures over fifteen years. This will impact cash flows from operations and will result in significantly higher cash tax payments starting in fiscal year 2023.

Capital Return to Shareholders

InDuring the first ~~half~~quarter of fiscal year ~~2022,~~2023, we ~~paid $198~~returned $2.00 billion in share repurchases and $100 million in ~~quarterly~~ cash dividends. On May 23, 2022, our Board of Directors increased and extended our share repurchase program to repurchase additional common stock up to a total of $15 billion through December 2023.

Our cash dividend program and the payment of future cash dividends under that program are subject to 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 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 half of fiscal year 2022.

Outstanding Indebtedness and ~~Credit Facilities~~Commercial Paper

As of ~~August~~May 1, ~~2021,~~2022, we had outstanding:

•~~$1.00 billion of Notes Due 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 2.20% Notes Due 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 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 ~~August~~May 1, ~~2021,~~2022, we had not issued any commercial paper.

Contractual Obligations

~~There~~We have unrecognized tax benefits of $800 million, which includes related interest and penalties of $67 million recorded in non-current income tax payable as of May 1, 2022. 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 ~~31, 2021.~~30, 2022. 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 ~~31, 2021~~30, 2022 for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Note 3, Note 12, and Note 13 of the Notes to Condensed Consolidated Financial Statements, respectively.

Climate Change

To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing renewable energy or climate-related business trends. There are no material current climate change regulations impacting us, however, we are monitoring potential regulation changes in California, the United States, the United Kingdom, the European Union and other jurisdictions. We believe that climate change has not had a material impact to our revenue to date. We have not experienced any significant physical effects of climate change to date on our operations and results, nor any significant impacts on the cost or availability of insurance. In fiscal year 2024, we plan to launch Earth-2, an AI supercomputer dedicated to predicting the impacts of climate change.

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 a new and recently issued accounting ~~pronouncements.~~pronouncement.

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 ~~31, 2021.~~30, 2022. As of ~~August~~May 1, ~~2021,~~2022, there have been no material changes, including the impact of the COVID-19 pandemic, to the financial market risks described as of January ~~31, 2021.~~30, 2022.

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 ~~31, 2021.~~30, 2022. As of ~~August~~May 1, ~~2021,~~2022, there have been no material changes, including the impact of the COVID-19 pandemic, to the foreign exchange rate risks described as of January ~~31, 2021.~~30, 2022.

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 ~~August~~May 1, ~~2021,~~2022, 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

There ~~were~~have been no changes in our internal control over financial reporting during the ~~second~~first quarter of fiscal year ~~2022~~2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will occur in phases with the consolidated financial reporting and general ledger module to be implemented in fiscal year 2023. We will continue to evaluate each quarter whether there are changes that affect our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within 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 ~~31, 2021.~~30, 2022. Also refer to Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January ~~31, 2021~~30, 2022 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 ~~31, 2021 and Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2021.~~30, 2022.

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 ~~31, 2021~~30, 2022 and ~~Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended May 2, 2021.~~below. 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.

If we fail to estimate customer demand properly, there may be a mismatch between supply and demand, and our financial results could be harmed.

Demand for our products is based on many factors, including our product introductions and transitions, time to market, competitor product releases and announcements, competing technologies, and changes in macroeconomic conditions, including rising inflation, all of which can impact the timing and volume of our revenue. Product transitions are complex and can negatively impact our revenue as we manage shipments of legacy prior architecture products and channel partners prepare and adjust to support new products. We sell most of our products through channel partners, who 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 changes in end user demand for our products could impact our ability to properly forecast demand.

GPUs have use cases in addition to their designed and marketed use case, such as for digital currency mining, including blockchain-based platforms such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards, and changes in the method of verifying blockchain transactions, have impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact 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 decrease the usage of GPUs for Ethereum mining as well as 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. We have introduced Lite Hash Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and provided CMP products in an effort to address demand from gamers and direct miners to CMP. Attempts in the aftermarket to improve the hash rate capabilities of our LHR cards have been successful and our gaming cards may become more attractive to miners, increasing demand for our gaming GPUs and limiting our ability to supply our gaming cards to non-mining customers. We cannot predict whether our strategy of using LHR cards and CMP will achieve our desired outcome. In addition, our new products or previously sold products may be resold online or on the unauthorized “gray market,” which also makes demand forecasting difficult. Gray market products or reseller marketplaces compete with our distribution channels.

Consumer and enterprise behavior during the COVID-19 pandemic, such as increased demand for our Gaming, Data Center, and workstation products, has made it more difficult for us to estimate future demand and may have changed pre-pandemic behaviors. These challenges may be more pronounced or volatile in the future on both a global and regional basis and may continue in the future when the effects of the pandemic subside. Restrictions that may be imposed or reinstated as the pandemic continues, such as recent lockdown measures due to COVID-19 containment efforts in China, may negatively impact customer demand for our products.

Our manufacturing lead times are very long and in some cases extend twelve months or longer, which requires us to make estimates of customers’ future demand. These conditions could lead to a significant mismatch between supply and demand, giving rise to product shortages or excess inventory. To shorten shipment lead times and deliver more quickly to our customers, we may build finished products and maintain inventory for anticipated demand that does not materialize. Demand for our products may be perishable or may disappear. We may not be able to reduce our inventory purchase commitments if customers cancel or defer orders or choose to purchase from our competitors. We may write-down our inventory to the lower of cost or net realizable value or excess inventory, and we could experience a reduction in average selling prices if we incorrectly forecast product demand.

Situations that may result in excess inventory, cancellation penalties or related impairments include:

•changes in business and economic conditions resulting in decreased consumer confidence, including downturns in our target markets and/or overall economy, rising inflation, and changes in the credit market;

•sudden or sustained government lockdowns or actions to control COVID-19 case spread;

•higher incidence of inventory obsolescence because of rapidly changing technology or customer requirements;

•new product introductions resulting in less demand for existing products or inconsistent spikes in demand due to unexpected end use cases;

•increase in demand for competitive products, including competitive actions;

•fluctuations in demand for our products related to cryptocurrency mining; or

•decrease in future demand, decrease in the cost of supply chain materials, or changes in the design of future products where we have entered into long-term supply commitments, including prepayments, particularly to the extent we are placing orders well in advance of our historical lead times and/or before the design of those products is final.

Conversely, if we underestimate our customers' demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production and we may not be able to obtain sufficient inventory to fill orders on a timely basis. Recent COVID-19-related disruptions and lockdowns in China have created and may continue to create supply and logistics constraints. The war in Ukraine has further strained global supply chains and could result in a shortage of key materials that our suppliers, including our foundry partners, require to satisfy our needs. In the future, we may also face supply constraints caused by natural disasters or other events. Even if we are able to increase production levels to meet customer demand, we may not be able to do so in a cost-effective or timely manner, or our original equipment manufacturers may experience supply constraints. If we fail to fulfill our customers’ orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and market share and our reputation could be harmed.

In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, as we are in today, we have placed orders for certain supply in advance of our historical lead times, paid premiums and provided deposits to secure future supply and capacity, and may need to continue to do so in the future. For example, while we previously placed orders with approximately six months’ lead time, we have begun placing orders at least twelve months in advance. Our inventory and purchase commitments reflect our demand expectations for our future quarters and long-term supply and capacity needs. However, we may not be able to accurately predict when such periods of shortage will end, nor do we know whether those inventory orders accurately address our current and future demand needs. These actions may increase our product costs, in addition to increased costs we have experienced driven by rising inflation, and result in excess inventory, cancellation penalties or other charges if there is a partial or complete reduction in long-term demand for our products, negatively impacting our gross margins and our overall financial results. Our supply deliveries and production may be non-linear within a quarter or year which could cause changes to expected revenue or cash flows.

We are subject to risks and uncertainties associated with international operations, including adverse economic conditions, which may harm our business.

We conduct our business and have offices worldwide. Our semiconductor wafers are manufactured, assembled, tested and packaged by third parties located outside of the United States and we generated 77% of our revenue for the first quarter of fiscal year 2023 from sales outside of the United States. The global nature of our business subjects us to a number of risks and uncertainties, which could have a material adverse effect on our business, financial condition and results of operations, including:

•domestic and international economic and political conditions between countries in which we do business;

•government lockdowns to control COVID-19 cases;

•differing legal standards with respect to protection of IP and employment practices;

•domestic and international business and cultural practices that differ;

•disruptions to capital markets and/or currency fluctuations; and

•natural disasters, acts of war or other military actions, terrorism, public health issues, and other catastrophic events.

Adverse changes in global, regional or local economic conditions, including recession or slowing growth, the COVID-19 pandemic or other global or local health issues, changes or uncertainty in fiscal, monetary, or trade policy, higher interest rates, tighter credit, inflation, lower capital expenditures by businesses including on IT infrastructure, increases in unemployment, and lower consumer confidence and spending, periodically occur. Increased costs for wafers, components, logistics, and other supply chain expenses, driven in part by inflation, have negatively impacted our gross margin and may continue to impact our gross margin. Inflation may also continue to cause increased supply, employee, facilities and infrastructure costs, decreased demand for our products, and volatility in the financial markets. To the extent such inflation continues, increases or both, it may reduce our margins and have a material adverse effect on our financial performance.

Economic and industry uncertainty or changes could have adverse, wide-ranging effects on our business and financial results, including:

•decrease in demand for our products, services and technologies and those of our customers or licensees;

•the inability of our suppliers to deliver on their supply commitments to us;

•our customers’ or our licensees’ inability to supply products to customers and/or end users;

•the insolvency of key suppliers, distributors, customers or licensees;

•limits on our ability to forecast operating results and make business decisions;

•difficulties in obtaining capital;

•reduced profitability may also cause some customers to scale back operations, exit businesses, merge with other manufacturers, or file for bankruptcy protection and potentially cease operations;

•lead to consolidation or strategic alliances among other equipment manufacturers, which could adversely affect our ability to compete effectively; and

•increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our suppliers, failures of counterparties including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments.

We have engineering, sales support operations and manufacturing located in Israel. The State of Israel and companies with business in Israel have been and could in future be the subject of an economic boycott. Other countries have and may continue in the future restrict business with the State of Israel and companies with Israeli operations. Such laws and policies may have adverse effect on our business, financial condition and results of operations.

Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.

Our worldwide operations could be disrupted by natural disasters and extreme weather conditions, power or water shortages, telecommunications failures, cloud service provider outages, terrorist attacks, or acts of violence, political and/or civil unrest, acts of war or other military actions, epidemics or pandemics and other natural or man-made disasters and catastrophic events. Our corporate headquarters, a large portion of our current data center capacity, 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, making our operations vulnerable to natural disasters such as earthquakes, wildfires, or other business disruptions occurring in these geographical areas. 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. Geopolitical and domestic political developments and other events beyond our control, can increase economic volatility globally. Political instability, changes in government 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 and our costs could increase if manufacturing, logistics or other operations 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, or political issues. For example, the war in Ukraine has had and will likely continue to have a negative impact on our employees or operations both within and outside Russia and Ukraine. Additionally, the ongoing war could result in a shortage of key materials that our suppliers, including our foundry partners, require to satisfy our needs. The ultimate impact on us, our third-party foundries and other suppliers of being located and consolidated in certain geographical areas is unknown. In the event a disaster, war or catastrophic event affects us, the third-party systems on which we rely, or our customers, our business could be harmed as a result of declines in revenue, increases in expenses, and 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.

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

The COVID-19 pandemic has spread worldwide, resulting 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~~continues to impact, our workforce and operations ~~the operations of our customers and our partners,~~ and those of our ~~respective~~customers, partners, 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~~suppliers. As the pandemic continues to evolve, ~~and affect our business and financial results and it has~~the increased ~~the~~ duration and impact of economic and demand ~~uncertainty.~~

~~In some regions, markets, or industries, where COVID-19 has driven an increase in sales for our products,~~uncertainty, and 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~~ While COVID-19 has driven an increase in sales for certain of our products, ~~and~~the demand may not be sustainable if conditions change. COVID-19 containment around the world has put restrictions on, among other critical operations are concentrated in certain geographic locations, including Taiwan, China, Hong Kong, Israel and Korea. A significant portion of our finished goods product distribution occurs through Hong 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, including restrictions on~~areas, manufacturing facilities, commerce, ~~travel, on our~~and 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,which could limit our capacity to meet customer demand. For example, recent lockdown measures due to COVID-19 containment efforts in China have impacted end customer sales, disrupted our partners’ operations, created logistics and delivery bottlenecks, and further curtailed supply, and may continue to do so in the future. At the same time, stronger demand globally has limited the availability of capacity and ~~have a material adverse~~components in our supply chain, which could increase our costs, limit our ability to obtain supply at necessary levels or at all, or cause us to hold excess inventory if demand changes.

COVID-19’s effect on ~~our financial condition~~the global economy and ~~results of operations.~~

~~The spread of COVID-19 has caused us to modify~~ our business is difficult to assess or predict. It has resulted in, and may continue to result in, disruption of global financial markets, which could negatively affect our stock price and liquidity. Volatility in the financial markets could impact overall technology spending, adversely affecting demand for our products, our business and the value of our common stock.

We have modified our business and workforce practices ~~(including employee travel, mandatory work-from-home policies and cancellation of physical participation~~ in ~~meetings, events and conferences),~~response to COVID-19, 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. ~~Some regions are easing COVID-19 related restrictions; however, most of our employees continue to work remotely and we continue to temporarily prohibit most business travel.~~ There is no certainty that ~~such measures~~our actions 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.~~costs.

While the extent and duration of the COVID-19 pandemic on the global economy and our business 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~~and our ability to timely execute our business strategies may continue to be difficult to measure 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 globalpredict. We have experienced supply chain and economic disruption, in part as a result of the COVID-19 pandemic which has negatively impacted and could have a material negative impact on our business, results of operations, financial condition, and access to sources of ~~liquidity and financial condition, though the full extent and duration is uncertain.~~liquidity.

Our ~~indebtedness~~operations could be affected by the complex laws, rules and regulations to which our business is subject, and political and other actions may adversely impact our business.

We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption; business acquisitions; foreign exchange controls and cash repatriation restrictions; data privacy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity; environmental, health, and safety requirements; the responsible use of AI; climate change; cryptocurrency; and consumer laws. Compliance with such requirements can be onerous and expensive, could impact our competitive position, and may impact our business operations negatively. For example, the Foreign Corrupt Practices Act and other anti-corruption laws and regulations prohibit us from engaging in certain business practices. There can be no assurance that our employees, contractors, suppliers, or agents will not violate policies, controls, and procedures that we have designed to help ensure compliance with applicable laws. Violations of these laws and regulations can result in fines; criminal sanctions against us, our officers, or our employees; prohibitions on the conduct of our business; and damage to our reputation. Should any of these laws, rules and regulations be amended or expanded, or new ones enacted, we could incur materially greater compliance costs and/or restrictions on our ability to manufacture our products and operate our business. For example, we may face increased compliance costs as a result of changes or increases in anti-competition legislation, regulation, administrative rule making, and enforcement activity resulting from growing public concern over concentration of economic power in corporations.

Government actions, including trade protection and national security policies of U.S. and foreign government bodies, such as tariffs, import or export regulations, including deemed export restrictions, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could affect our ~~financial position~~ability to ship products, provide services to our customers and ~~cash flows~~employees, do business without an export license with entities on the U.S. Department of Commerce’s U.S. Entity List or other U.S. government restricted parties lists (which is expected to change from ~~operations,~~time to time), and ~~prevent us from implementing our strategy or fulfilling~~generally fulfill our contractual ~~obligations.~~

Asobligations and have a material adverse effect on our business. For example, in response to the war in Ukraine, the United States and certain allies have imposed economic sanctions and export control measures and may impose additional sanctions or export control measures, which have and could in the future result in, among other things, severe or complete restrictions on exports to and other commerce and business dealings involving Russia, Belarus, certain regions of ~~August 1, 2021,~~Ukraine, and/or particular entities and individuals. Such actions have limited or blocked, or could in the future limit or block the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine or other regions determined to be supporting Russia, and restrict access by our Russian or Ukrainian employees (both within and outside of Russia and Ukraine) to our systems, negatively impacting productivity. Given these recent sanctions and export restrictions imposed by the United States and foreign government bodies, during the first quarter of fiscal year 2023, we ~~had outstanding a total~~paused all direct sales and support in Russia. Concurrently, the war in Ukraine has impacted end customer sales in EMEA and may continue to do so in the future. While we have policies and procedures in place to ensure compliance with sanctions and trade restrictions, our employees, contractors, partners, and agents may take actions in violations of ~~$12 billion in notes due between 2021~~such policies 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,applicable law, for which we may be ~~required~~ultimately held responsible. If we were ever found to ~~do so on different or less favorable terms or~~have violated U.S. export control laws, we may be ~~unable~~subject to ~~refinance~~various penalties available under the ~~notes at all, both~~laws, any of which ~~may adversely affect~~could have a material and adverse impact on our business, operating results and 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~~Additionally, changes in ~~general economic, industry and competitive conditions;~~

•~~limit our flexibility~~the public perception of governments in ~~planning for,~~the regions where we operate or ~~reacting~~plan to ~~changes in~~operate could negatively impact our business and results of operations.

Geopolitical tensions and conflicts worldwide, including but not limited to Taiwan, China, Hong Kong, Israel and Korea where the manufacture of our ~~industry;~~

•~~impair~~product components and final assembly of our products are concentrated, may result in changing regulatory requirements, trade policies, export controls, import duties and economic disruptions that could impact our operating strategies, product demand, access to global markets, hiring, and profitability. The increasing focus on the strategic importance of AI technologies may result in additional regulatory restrictions that target products and services capable of enabling or facilitating AI, including some or all of our product and service offerings. Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, prohibiting us from exporting those products to customers in one or more markets, including but not limited to China, or could impose other conditions that limit our ability to ~~obtain future financing~~serve demand abroad and could negatively impact our business and financial results. Export controls may be imposed on our technology, products, or services even though competitors are not subject to similar restrictions, creating a competitive disadvantage for ~~working capital, capital expenditures, acquisitions, general corporate~~us and negatively impacting our business and financial results. Increasing use of economic sanctions may also impact demand for our products or services, negatively impacting our business and financial results. Deemed export control limitations could negatively impact the ability of our research and development teams to execute our roadmap or other ~~purposes; and~~objectives in a timely manner.

•~~due~~Recent restrictions imposed by the Chinese government on the duration of gaming activities and access to ~~limitations within~~games may adversely affect our Gaming revenue, and increased oversight of digital platform companies may adversely affect our Data Center revenue. Additionally, revisions to laws or regulations or their interpretation and enforcement could result in increased taxation, trade sanctions, the ~~debt instruments, restrict~~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 ~~ability~~business plans or impact the timing of our shipments.

We have exposure to ~~grant liens on property, enter into certain mergers, dispose of all or substantially all of the assets of us~~additional tax liabilities and our ~~subsidiaries,~~operating results may be adversely impacted by higher than expected tax rates and other tax-related factors.

As a multinational corporation, we are subject to income taxes as well as non-income based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in both the United States and various foreign jurisdictions. Our domestic and international tax liabilities are subject to the allocation of revenue and expenses in different jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities in different jurisdictions. For example, we are currently under examination by the Internal Revenue Service for our fiscal years 2018 and 2019 and under audit in Germany, Israel and India. Although we believe our tax estimates are reasonable, tax authorities may disagree with certain positions we have taken, and any adverse outcome of such a review or audit could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, and cash flows. Further, changes in United States federal, and state or international tax laws applicable to multinational corporations or other fundamental law changes, including proposed changes to existing tax rules and regulations under the current U.S. administration and Congress and as a ~~whole,~~result of recommendations from intergovernmental economic organizations such as the Organization for Economic Cooperation and Development, may materially ~~change~~impact our tax expense and cash flows, as we experienced in fiscal year 2018 with the passage of United States tax legislation commonly referred to as the Tax Cuts and Jobs Act.

Our future effective tax rate may also be affected by such factors as changes in our business or ~~incur subsidiary indebtedness, subject~~statutory rates, changes in jurisdictions in which our profits are determined to ~~customary exceptions.~~

~~We are required~~be earned and taxed, changes in available tax credits, the resolution of issues arising from tax audits, changes in United States generally accepted accounting principles, adjustments to ~~comply with~~income taxes upon finalization of tax returns, increases in expenses not deductible for tax purposes, changes in the covenants set forth in our indenture and credit agreement. Our ability to comply with these covenants may be affected by events beyond our 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 liquidityvaluation of our ~~securities, could restrict our ability to obtain additional financing~~deferred tax assets and liabilities and in deferred tax valuation allowances, changing interpretation of existing laws or regulations, the ~~future~~impact of accounting for stock-based compensation and ~~could affect the terms of any such financing.~~

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~~stock price affecting the recognition of excess tax benefits and ~~may generate losses up to~~tax deficiencies within the ~~value of the investment. We have~~income tax provision in the ~~past acquired and invested~~period in ~~and may continue to acquire and invest~~which they occur, the impact of accounting for business combinations, shifts 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~~the amount 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 processearnings in the United States compared with other regions in the ~~United Kingdom,~~world and overall levels of income before tax, changes in 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 billiondomestic or international organization 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~~structure, as well as the expiration of statute of limitations and settlements of audits. For example, 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 acquisitionsdecline 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 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 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 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;~~

•~~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.~~

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 malicious software programs that attack or 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~~reduced future tax benefits or in tax deficiencies from stock-based compensation. Any changes in our ~~suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers or our business could be negatively impacted.~~

Actual or perceived breaches of 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 andeffective tax rate 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 adversely affect our financial results, stock price and reputation.

net income.

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 ~~1.04~~1.05 billion shares for a total cost of ~~$7.08~~$9.08 billion through ~~August~~May 1, ~~2021. All shares delivered from these repurchases have been placed into treasury stock.~~2022.

On May 23, 2022, our Board of Directors increased and extended our share repurchase program to repurchase additional common stock up to a total of $15 billion through December 2023.

The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase programs, and can be made in one or more larger 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 ~~half~~quarter of fiscal year ~~2022,~~2023, we paid ~~$198~~$100 million in quarterly cash dividends. ~~As of August 1, 2021, we were authorized, subject to certain specifications, to repurchase additional shares~~

The following table presents details of our ~~common stock up to $7.24 billion through December 2022. We did not~~share repurchase ~~any shares~~transactions during the first ~~half~~quarter of fiscal year ~~2022.~~2023:


Period	Total Number of Shares Purchased (In millions)	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program (In millions)	Approximately Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)
January 31, 2022 - February 27, 2022	—	$	—	—	$	7.24
February 28, 2022 - March 27, 2022	8.6	$	230.82	8.6	$	5.24
March 28, 2022 - May 1, 2022	—	$	—	—	$	5.24
Total	8.6			8.6

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 ~~second~~first quarter of fiscal year ~~2022,~~2023, we withheld approximately 2 million shares at a total cost of ~~$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~~$538 million through net share settlements.

3736

ITEM 6. EXHIBITS

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.

Exhibit No.

Exhibit Description

Schedule
/Form

File Number

Exhibit

Filing Date

10.1+

Fiscal Year 2023 Variable Compensation Plan

8-K

0-23985

10.1

3/9/2022

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.

+ Management contract or compensatory plan or arrangement.

* Filed herewith.

# 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.

3937

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: ~~August 20, 2021~~May 27, 2022


			NVIDIA Corporation
By:			/s/ Colette M. Kress

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

4038


	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