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 ~~April 30,~~October 29, 2023


☐			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~~other jurisdiction of			(I.R.S. Employer
~~Incorporation~~incorporation or ~~Organization)~~organization)			Identification No.)

2788 San Tomas Expressway, Santa Clara, California			95051
(Address of principal executive offices)			(Zip Code)

~~2788 San Tomas Expressway~~

~~Santa Clara, California 95051~~

(408) 486-2000

(~~Address, including zip code, and~~Registrant's telephone number,

including area ~~code, of principal executive offices)~~code)

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 the definitions of “large accelerated ~~filer”,~~filer,” “accelerated ~~filer”,~~filer,” “smaller reporting ~~company”,~~company,” and ~~"emerging~~“emerging growth ~~company"~~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 ~~May 19,~~November 17, 2023, was 2.47 billion.

NVIDIA CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED ~~April 30,~~OCTOBER 29, 2023

TABLE OF CONTENTS


		Page
	PART I : FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)

	a) Condensed Consolidated Statements of Income for the three and nine months ended ~~April 30,~~October 29, 2023 and ~~May 1,~~October 30, 2022	3

	b) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended ~~April 30,~~October 29, 2023 and ~~May 1,~~October 30, 2022	4

	c) Condensed Consolidated Balance Sheets as of ~~April 30,~~October 29, 2023 and January 29, 2023	5

	d) Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended ~~April 30,~~October 29, 2023 and ~~May 1,~~October 30, 2022	6

	e) Condensed Consolidated Statements of Cash Flows for the ~~three~~nine months ended ~~April 30,~~October 29, 2023 and ~~May 1,~~October 30, 2022	78

	f) Notes to Condensed Consolidated Financial Statements	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2325

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3135

Item 4.	Controls and Procedures	3135

	PART II : OTHER INFORMATION

Item 1.	Legal Proceedings	3235

Item 1A.	Risk Factors	3236

Item 2.	Unregistered Sales of Equity Securities, ~~and~~ Use of Proceeds, and Issuer Purchases of Equity Securities	4345

Item 5.	Other Information	46

Item 6.	Exhibits	4447

Signature		4548

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

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

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

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

NVIDIA Twitter Account (https://twitter.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
April 30, May 1,
2023 2022
Revenue $ 7,192 $ 8,288
Cost of revenue 2,544 2,857
Gross profit 4,648 5,431
Operating expenses
Research and development 1,875 1,618
Sales, general and administrative 633 592
Acquisition termination cost — 1,353
Total operating expenses 2,508 3,563
Income from operations 2,140 1,868
Interest income 150 18
Interest expense (66) (68)
Other, net (15) (13)
Other income (expense), net 69 (63)
Income before income tax 2,209 1,805
Income tax expense 166 187
Net income $ 2,043 $ 1,618
Net income per share:
Basic $ 0.83 $ 0.65
Diluted $ 0.82 $ 0.64
Weighted average shares used in per share computation:
Basic 2,470 2,506
Diluted 2,490 2,537


	Three Months Ended				Nine Months Ended
	October 29,		October 30,		October 29,		October 30,
	2023		2022		2023		2022

Revenue	$	18,120	$	5,931	$	38,819	$	20,923
Cost of revenue	4,720		2,754		11,309		9,400
Gross profit	13,400		3,177		27,510		11,523
Operating expenses
Research and development	2,294		1,945		6,210		5,387
Sales, general and administrative	689		631		1,942		1,815
Acquisition termination cost	—		—		—		1,353

Total operating expenses	2,983		2,576		8,152		8,555
Operating income	10,417		601		19,358		2,968
Interest income	234		88		572		152
Interest expense	(63)		(65)		(194)		(198)
Other, net	(66)		(11)		(24)		(29)
Other income (expense), net	105		12		354		(75)
Income before income tax	10,522		613		19,712		2,893
Income tax expense (benefit)	1,279		(67)		2,237		(61)
Net income	$	9,243	$	680	$	17,475	$	2,954

Net income per share:
Basic	$	3.75	$	0.27	$	7.07	$	1.18
Diluted	$	3.71	$	0.27	$	7.01	$	1.17

Weighted average shares used in per share computation:
Basic	2,468		2,483		2,470		2,495
Diluted	2,494		2,499		2,494		2,517

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)


		Three Months Ended				Three Months Ended				Nine Months Ended
		April 30,		May 1,				October 29,		October 30,		October 29,		October 30,
		2023		2022				2023		2022		2023		2022

Net income	Net income	$	2,043	$	1,618		Net income	$	9,243	$	680	$	17,475	$	2,954
Other comprehensive 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)	Net change in unrealized gain (loss)	17		(22)			Net change in unrealized gain (loss)	—		(18)		7		(53)

Reclassification adjustments for net realized gain included in net income							Reclassification adjustments for net realized gain included in net income	—		—		—		1
Net change in unrealized gain (loss)							Net change in unrealized gain (loss)	—		(18)		7		(52)
Cash flow hedges:	Cash flow hedges:						Cash flow hedges:
Net unrealized loss		(13)		(29)
Net change in unrealized loss							Net change in unrealized loss	(23)		(14)		(14)		(44)
Reclassification adjustments for net realized loss included in net income	Reclassification adjustments for net realized loss included in net income	(11)		(2)			Reclassification adjustments for net realized loss included in net income	(14)		(1)		(38)		(16)
Net change in unrealized loss	Net change in unrealized loss	(24)		(31)			Net change in unrealized loss	(37)		(15)		(52)		(60)
Other comprehensive loss, net of tax	Other comprehensive loss, net of tax	(7)		(53)			Other comprehensive loss, net of tax	(37)		(33)		(45)		(112)
Total comprehensive income	Total comprehensive income	$	2,036	$	1,565		Total comprehensive income	$	9,206	$	647	$	17,430	$	2,842

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions)

(Unaudited)


		April 30,		January 29,			October 29,		January 29,
		2023		2023			2023		2023
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash equivalents	Cash and cash equivalents	$	5,079	$	3,389	Cash and cash equivalents	$	5,519	$	3,389
Marketable securities	Marketable securities	10,241		9,907		Marketable securities	12,762		9,907
Accounts receivable, net	Accounts receivable, net	4,080		3,827		Accounts receivable, net	8,309		3,827
Inventories	Inventories	4,611		5,159		Inventories	4,779		5,159
Prepaid expenses and other current assets	Prepaid expenses and other current assets	872		791		Prepaid expenses and other current assets	1,289		791
Total current assets	Total current assets	24,883		23,073		Total current assets	32,658		23,073
Property and equipment, net	Property and equipment, net	3,740		3,807		Property and equipment, net	3,844		3,807
Operating lease assets	Operating lease assets	1,094		1,038		Operating lease assets	1,316		1,038
Goodwill	Goodwill	4,430		4,372		Goodwill	4,430		4,372
Intangible assets, net	Intangible assets, net	1,541		1,676		Intangible assets, net	1,251		1,676
Deferred income tax assets	Deferred income tax assets	4,568		3,396		Deferred income tax assets	5,982		3,396
Other assets	Other assets	4,204		3,820		Other assets	4,667		3,820
Total assets	Total assets	$	44,460	$	41,182	Total assets	$	54,148	$	41,182

LIABILITIES AND SHAREHOLDERS’ EQUITY	LIABILITIES AND SHAREHOLDERS’ EQUITY					LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	1,141	$	1,193	Accounts payable	$	2,380	$	1,193
Accrued and other current liabilities	Accrued and other current liabilities	4,869		4,120		Accrued and other current liabilities	5,472		4,120
Short-term debt	Short-term debt	1,250		1,250		Short-term debt	1,249		1,250
Total current liabilities	Total current liabilities	7,260		6,563		Total current liabilities	9,101		6,563
Long-term debt	Long-term debt	9,704		9,703		Long-term debt	8,457		9,703
Long-term operating lease liabilities	Long-term operating lease liabilities	939		902		Long-term operating lease liabilities	1,091		902
Other long-term liabilities	Other long-term liabilities	2,037		1,913		Other long-term liabilities	2,234		1,913
Total liabilities	Total liabilities	19,940		19,081		Total liabilities	20,883		19,081
Commitments and contingencies - see Note 13	Commitments and contingencies - see Note 13					Commitments and contingencies - see Note 13
Shareholders’ equity:	Shareholders’ equity:					Shareholders’ equity:
Preferred stock	Preferred stock	—		—		Preferred stock	—		—
Common stock	Common stock	2		2		Common stock	2		2
Additional paid-in capital	Additional paid-in capital	12,453		11,971		Additional paid-in capital	12,991		11,971

Accumulated other comprehensive loss	Accumulated other comprehensive loss	(50)		(43)		Accumulated other comprehensive loss	(88)		(43)
Retained earnings	Retained earnings	12,115		10,171		Retained earnings	20,360		10,171
Total shareholders' equity	Total shareholders' equity	24,520		22,101		Total shareholders' equity	33,265		22,101
Total liabilities and shareholders' equity	Total liabilities and shareholders' equity	$	44,460	$	41,182	Total liabilities and shareholders' equity	$	54,148	$	41,182

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED ~~APRIL 30,~~OCTOBER 29, 2023 AND ~~MAY 1,~~OCTOBER 30, 2022

(Unaudited)


		Common Stock Outstanding			Additional Paid-in Capital				Accumulated Other Comprehensive Loss			Retained Earnings			Total Shareholders' Equity				Common Stock Outstanding						Additional Paid-in Capital				Accumulated Other Comprehensive Loss				Retained Earnings				Total Shareholders' Equity
(In millions, except per share data)	(In millions, except per share data)	Shares	Amount								Total Shareholders' Equity			Shares				Amount			Additional Paid-in Capital		Accumulated Other Comprehensive Loss	Retained Earnings				Total Shareholders' Equity
Balances, January 29, 2023		2,466	$	2			$	11,971				$	(43)				$	10,171	$	22,101
Net income		—	—		—				—			2,043			2,043
Other comprehensive loss		—	—		—				(7)			—			(7)
Issuance of common stock from stock plans		9	—		246				—			—			246
Tax withholding related to vesting of restricted stock units		(2)	—		(507)				—			—			(507)

Cash dividends declared and paid ($0.04 per common share)		—	—		—				—			(99)			(99)
Stock-based compensation		—	—		743				—			—			743
Balances, April 30, 2023		2,473	$	2	$	12,453			$	(50)		$	12,115		$	24,520
Balances, January 30, 2022		2,506	$	3	$	10,385			$	(11)		$	16,235		$	26,612
Balances, July 30, 2023																		Balances, July 30, 2023	2,469							$	2				$	12,629			$	(51)			$	14,921	$	27,501
Net income	Net income	—	—		—				—			1,618			1,618			Net income	—			—			—				—				9,243				9,243
Other comprehensive loss	Other comprehensive loss	—	—		—				(53)			—			(53)			Other comprehensive loss	—			—			—				(37)				—				(37)
Issuance of common stock from stock plans	Issuance of common stock from stock plans	9	—		204				—			—			204			Issuance of common stock from stock plans	7			—			157				—				—				157
Tax withholding related to vesting of restricted stock units	Tax withholding related to vesting of restricted stock units	(2)	—		(538)				—			—			(538)			Tax withholding related to vesting of restricted stock units	(2)			—			(764)				—				—				(764)
Shares repurchased	Shares repurchased	(9)	—		(1)				—			(1,995)			(1,996)			Shares repurchased	(8)			—			(14)				—				(3,705)				(3,719)
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	—	—		573				—			—			573			Stock-based compensation	—			—			983				—				—				983
Balances, May 1, 2022		2,504	$	3	$	10,623			$	(64)		$	15,758		$	26,320
Balances, October 29, 2023																		Balances, October 29, 2023	2,466			$	2		$	12,991			$	(88)			$	20,360			$	33,265
Balances, July 31, 2022																		Balances, July 31, 2022	2,489			$	2		$	10,968			$	(90)			$	12,971			$	23,851
Net income																		Net income	—			—			—				—				680				680
Other comprehensive loss																		Other comprehensive loss	—			—			—				(33)				—				(33)
Issuance of common stock from stock plans																		Issuance of common stock from stock plans	9			—			143				—				—				143
Tax withholding related to vesting of restricted stock units																		Tax withholding related to vesting of restricted stock units	(2)			—			(294)				—				—				(294)
Shares repurchased																		Shares repurchased	(28)			—			(1)				—				(3,646)				(3,647)
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	—			—			749				—				—				749
Balances, October 30, 2022																		Balances, October 30, 2022	2,468			$	2		$	11,565			$	(123)			$	9,905			$	21,349

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

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

~~(In millions)~~FOR THE NINE MONTHS ENDED OCTOBER 29, 2023 AND OCTOBER 30, 2022

(Unaudited)

Three Months Ended
April 30, May 1,
2023 2022
Cash flows from operating activities:
Net income $ 2,043 $ 1,618
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense 735 578
Depreciation and amortization 384 334
Losses on investments in non-affiliates 14 17
Deferred income taxes (1,135) (542)
Acquisition termination cost — 1,353
Other (34) 23
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable (252) (788)
Inventories 566 (560)
Prepaid expenses and other assets (215) (1,261)
Accounts payable 11 255
Accrued and other current liabilities 689 634
Other long-term liabilities 105 70
Net cash provided by operating activities 2,911 1,731
Cash flows from investing activities:
Proceeds from maturities of marketable securities 2,512 5,947
Proceeds from sales of marketable securities — 1,029
Purchases of marketable securities (2,801) (3,932)
Purchases related to property and equipment and intangible assets (248) (361)
Acquisitions, net of cash acquired (83) (36)
Investments and other, net (221) (35)
Net cash provided by (used in) investing activities (841) 2,612
Cash flows from financing activities:
Proceeds related to employee stock plans 246 204
Payments related to tax on restricted stock units (507) (532)
Dividends paid (99) (100)
Principal payments on property and equipment and intangible assets (20) (22)
Payments related to repurchases of common stock — (1,996)
Net cash used in financing activities (380) (2,446)
Change in cash and cash equivalents 1,690 1,897
Cash and cash equivalents at beginning of period 3,389 1,990
Cash and cash equivalents at end of period $ 5,079 $ 3,887


	Common Stock Outstanding			Additional Paid-in Capital		Accumulated Other Comprehensive Loss		Retained Earnings		Total Shareholders' Equity
(In millions, except per share data)	Shares	Amount
Balances, January 29, 2023	2,466	$	2	$	11,971	$	(43)	$	10,171	$	22,101
Net income	—	—		—		—		17,475		17,475
Other comprehensive loss	—	—		—		(45)		—		(45)
Issuance of common stock from stock plans	21	—		403		—		—		403
Tax withholding related to vesting of restricted stock units	(5)	—		(1,942)		—		—		(1,942)
Shares repurchased	(16)	—		(15)		—		(6,990)		(7,005)
Cash dividends declared and paid ($0.12 per common share)	—	—		—		—		(296)		(296)

Stock-based compensation	—	—		2,574		—		—		2,574
Balances, October 29, 2023	2,466	$	2	$	12,991	$	(88)	$	20,360	$	33,265
Balances, January 30, 2022	2,506	$	3	$	10,385	$	(11)	$	16,235	$	26,612
Net income	—	—		—		—		2,954		2,954
Other comprehensive loss	—	—		—		(112)		—		(112)
Issuance of common stock from stock plans	24	—		349		—		—		349
Tax withholding related to vesting of restricted stock units	(6)	—		(1,131)		—		—		(1,131)
Shares repurchased	(56)	(1)		(3)		—		(8,984)		(8,988)
Cash dividends declared and paid ($0.12 per common share)	—	—		—		—		(300)		(300)
Stock-based compensation	—	—		1,965		—		—		1,965
Balances, October 30, 2022	2,468	$	2	$	11,565	$	(123)	$	9,905	$	21,349

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)


	Nine Months Ended
	October 29,		October 30,
	2023		2022
Cash flows from operating activities:
Net income	$	17,475	$	2,954
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation expense	2,555		1,971
Depreciation and amortization	1,121		1,118
Losses on investments in non-affiliates	24		35
Deferred income taxes	(2,411)		(1,517)

Acquisition termination cost	—		1,353
Other	(170)		(27)
Changes in operating assets and liabilities, net of acquisitions:
Accounts receivable	(4,482)		(258)
Inventories	405		(1,848)
Prepaid expenses and other assets	(337)		(1,307)
Accounts payable	1,250		(358)
Accrued and other current liabilities	953		1,175
Other long-term liabilities	208		102
Net cash provided by operating activities	16,591		3,393
Cash flows from investing activities:
Proceeds from maturities of marketable securities	8,001		16,792
Proceeds from sales of marketable securities	—		1,806
Purchases of marketable securities	(10,688)		(9,764)
Purchases related to property and equipment and intangible assets	(815)		(1,324)
Acquisitions, net of cash acquired	(83)		(49)

Investments in non-affiliates and other, net	(872)		(83)

Net cash provided by (used in) investing activities	(4,457)		7,378
Cash flows from financing activities:

Proceeds related to employee stock plans	403		349
Payments related to repurchases of common stock	(6,874)		(8,826)
Repayment of debt	(1,250)		—
Payments related to tax on restricted stock units	(1,942)		(1,131)
Dividends paid	(296)		(300)
Principal payments on property and equipment and intangible assets	(44)		(54)

Other	(1)		1
Net cash used in financing activities	(10,004)		(9,961)
Change in cash, cash equivalents, and restricted cash	2,130		810
Cash, cash equivalents, and restricted cash at beginning of period	3,389		1,990
Cash, cash equivalents, and restricted cash at end of period	$	5,519	$	2,800




Supplemental disclosure of cash flow information:
Cash paid for income taxes, net	$	4,676	$	1,372

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 29, 2023 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 29, 2023, 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 29, 2023.

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 29, 2023.

Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2024 and 2023 are both 52-week years. The ~~first~~third quarters of fiscal years 2024 and 2023 were both 13-week quarters.

Reclassifications

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

Principles of Consolidation

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

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ materially from our estimates. On an on-going 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, property, plant, and equipment, and other contingencies. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

In February 2023, we completed an assessment of the useful lives of our property, plant, and equipment. Based on advances in technology and usage rate, we increased the estimated useful life of a majority of our server, storage, and network equipment from three to a range of four to five years, and our assembly and test equipment from five to seven years. This change in accounting estimate became effective at the beginning of fiscal year 2024. Based on the carrying amounts of a majority of our server, storage, network, and assembly and test equipment, net, in use as of the end of fiscal year 2023, the estimated effect of this change ~~in estimate~~ for the three months ended ~~April 30,~~October 29, 2023 was a benefit of $2$17 million and ~~$31~~$24 million for cost of revenue and operating expenses, ~~respectively. This~~respectively, which resulted in an increase in operating income of ~~$33~~$41 million and net income of ~~$28~~$36 million after tax, or $0.01 per both basic and diluted share.

The estimated effect of this change for the first nine months of fiscal year 2024 was a benefit of $24 million and $83 million

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $107 million and net income of $91 million after tax, or $0.04 per both basic and diluted share.

Note 2 - Business Combination

Termination of the Arm Share Purchase Agreement

In February 2022, NVIDIA and SoftBank Group Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm Limited, or Arm, from SoftBank. The parties agreed to terminate due to significant regulatory challenges preventing the completion of the transaction. We recorded an acquisition termination cost of $1.35 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.

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 2024 and 2035.

Future minimum lease payments under our non-cancelable operating leases as of ~~April 30,~~October 29, 2023 are as follows:


		Operating Lease Obligations			Operating Lease Obligations
		(In millions)			(In millions)
Fiscal Year:	Fiscal Year:			Fiscal Year:
2024 (excluding first quarter)		$	178
2024 (excluding first nine months of fiscal year 2024)				2024 (excluding first nine months of fiscal year 2024)	$	84
2025	2025	218		2025	269
2026	2026	196		2026	248
2027	2027	180		2027	233
2028	2028	159		2028	220
2029 and thereafter	2029 and thereafter	357		2029 and thereafter	454
Total	Total	1,288		Total	1,508
Less imputed interest	Less imputed interest	162		Less imputed interest	187
Present value of net future minimum lease payments	Present value of net future minimum lease payments	1,126		Present value of net future minimum lease payments	1,321
Less short-term operating lease liabilities	Less short-term operating lease liabilities	187		Less short-term operating lease liabilities	230
Long-term operating lease liabilities	Long-term operating lease liabilities	$	939	Long-term operating lease liabilities	$	1,091

In addition, we have operating leases, primarily for our data centers, that are expected to commence between the ~~second~~fourth quarter of fiscal year 2024 and fiscal year 2025 with lease terms of 23 to 810 years for ~~$361~~$924 million.

Operating lease expenses were ~~$59~~$69 million and ~~$44~~$49 million for the third quarter of fiscal years 2024 and 2023, respectively, and $195 million and $139 million for the first ~~quarter~~nine months of fiscal years 2024 and 2023, respectively. Short-term and variable lease expenses for the third quarter and first ~~quarter~~nine months of fiscal years 2024 and 2023 were not significant.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Other information related to leases was as follows:

Three Months Ended
April 30, 2023 May 1, 2022
(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases $ 61 $ 45
Operating lease assets obtained in exchange for lease obligations $ 106 $ 62


	Nine Months Ended
	October 29, 2023		October 30, 2022

	(In millions)
Supplemental cash flows information
Operating cash flows used for operating leases	$	200	$	134
Operating lease assets obtained in exchange for lease obligations	$	439	$	213

As of ~~April 30,~~October 29, 2023, our operating leases had a weighted average remaining lease term of ~~6.6~~6.3 years and a weighted average discount rate of ~~3.33%~~3.64%. As of January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted average discount rate of 3.21%.

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					Three Months Ended				Nine Months Ended
		April 30, 2023		May 1, 2022					October 29, 2023		October 30, 2022		October 29, 2023		October 30, 2022

		(In millions)				(In millions)
Cost of revenue	Cost of revenue	$	27	$	38			Cost of revenue	$	38	$	32	$	96	$	108
Research and development	Research and development	524		384				Research and development	701		530		1,826		1,365
Sales, general and administrative	Sales, general and administrative	184		156				Sales, general and administrative	240		183		633		498
Total	Total	$	735	$	578			Total	$	979	$	745	$	2,555	$	1,971

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

		(In millions, except per share data)			(In millions, except per share data)
Balances, January 29, 2023	Balances, January 29, 2023	45	$	158.45			Balances, January 29, 2023	45	$	158.45
Granted	Granted	2	$	226.08			Granted	13	$	364.52

Vested restricted stock		(6)	$	115.99
Vested							Vested	(16)	$	141.02
Canceled and forfeited	Canceled and forfeited	(1)	$	199.37			Canceled and forfeited	(1)	$	201.49
Balances, April 30, 2023		40	$	167.07
Balances, October 29, 2023							Balances, October 29, 2023	41	$	230.11

As of ~~April 30,~~October 29, 2023, there was ~~$6.55~~$9.03 billion of aggregate unearned stock-based compensation expense. This amount is expected to be recognized over a weighted average period of ~~2.5~~2.6 years for RSUs, PSUs, and market-based PSUs, and ~~1.1 years~~11 months for ESPP.

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					Three Months Ended				Nine Months Ended
		April 30,		May 1,					October 29,		October 30,		October 29,		October 30,
		2023		2022					2023		2022		2023		2022

		(In millions, except per share data)				(In millions, except per share data)
Numerator:	Numerator:							Numerator:
Net income	Net income	$	2,043	$	1,618			Net income	$	9,243	$	680	$	17,475	$	2,954
Denominator:	Denominator:							Denominator:
Basic weighted average shares	Basic weighted average shares	2,470		2,506				Basic weighted average shares	2,468		2,483		2,470		2,495
Dilutive impact of outstanding equity awards	Dilutive impact of outstanding equity awards	20		31				Dilutive impact of outstanding equity awards	26		16		24		22

Diluted weighted average shares	Diluted weighted average shares	2,490		2,537				Diluted weighted average shares	2,494		2,499		2,494		2,517
Net income per share:	Net income per share:							Net income per share:
Basic (1)	Basic (1)	$	0.83	$	0.65			Basic (1)	$	3.75	$	0.27	$	7.07	$	1.18
Diluted (2)	Diluted (2)	$	0.82	$	0.64			Diluted (2)	$	3.71	$	0.27	$	7.01	$	1.17
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	4		3				Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	1		36		14		29

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

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

Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.

Note 6 – Income Taxes

Income tax was an expense ~~was $166~~of $1.28 billion and $2.24 billion for the third quarter and first nine months of fiscal year 2024, respectively, and a benefit of $67 million and ~~$187~~$61 million for the third quarter and first ~~quarter~~nine months of fiscal ~~years 2024 and~~year 2023, respectively. ~~The income~~Income tax ~~expense~~ as a percentage of income before income tax was ~~7.5%~~an expense of 12.2% and ~~10.3%~~11.3% for the third quarter and first nine months of fiscal year 2024, respectively, and a benefit of 10.9% and 2.1% for the third quarter and first nine months of fiscal year 2023, respectively.

During the third quarter of fiscal year 2024, the Internal Revenue Service, or IRS, audit of our federal income tax returns for fiscal years ~~2024~~2018 and ~~2023, respectively.~~2019 was resolved. We recognized a non-cash net benefit of $145 million, related to this IRS audit resolution, for effectively settled positions. This benefit consists of a reduction in unrecognized tax benefits of $236 million and related accrued interest of $17 million, net of federal benefit partially offset by additional cash tax payments and reductions in tax attribute carryforwards of $108 million.

The ~~decrease~~effective tax rate increased due to a decreased impact of tax benefits from the foreign-derived intangible income deduction, stock-based compensation, and the U.S. federal research tax credit, relative to the increase in income before income tax. The increase in the effective tax rate was ~~primarily~~partially offset by a benefit due to the tax impact of the Arm acquisition termination cost recorded in the first quarter of fiscal year 2023, which did not result in a tax benefit, and the increased impact of tax benefits from stock-based compensation, partially offset by decreased tax benefits impact from the foreign-derived intangible income deduction and the U.S. federal research tax credit.IRS audit resolution.

Our effective tax rates for the first ~~quarter~~nine months of fiscal years 2024 and 2023 were 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.

~~For~~ Our effective tax rate for the first ~~quarter~~nine months of fiscal year 2024 was additionally benefited by the IRS audit resolution.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Other than the IRS audit resolution, for the first nine months of fiscal year 2024, there were 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 other material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 29, 2023.

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 ~~April 30,~~October 29, 2023, 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.

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:


		April 30, 2023																October 29, 2023
		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	$	6,723			$	4				$	(11)	$	6,716	$	2,535			$	4,181		Corporate debt securities	$	6,937		$	1	$	(20)		$	6,918	$	1,714	$	5,204
Debt securities issued by the U.S. Treasury	Debt securities issued by the U.S. Treasury	3,996		2				(31)			3,967		421		3,546		Debt securities issued by the U.S. Treasury	5,075					1			(24)		5,052			—		5,052
Money market funds																	Money market funds	3,190					—			—		3,190			3,190		—
Debt securities issued by U.S. government agencies	Debt securities issued by U.S. government agencies	2,442		1				(1)			2,442		199		2,243		Debt securities issued by U.S. government agencies	2,316					—			(5)		2,311			100		2,211
Money market funds		1,502		—				—			1,502		1,502		—
Certificates of deposit	Certificates of deposit	395		—				—			395		173		222		Certificates of deposit	418					—			—		418			198		220
Foreign government bonds	Foreign government bonds	49		—				—			49		—		49		Foreign government bonds	175					—			—		175			100		75

Total	Total	$	15,107	$	7			$	(43)		$	15,071	$	4,830	$	10,241	Total	$	18,111				$	2		$	(49)	$	18,064		$	5,302	$	12,762


	January 29, 2023
	Amortized Cost		Unrealized Gain		Unrealized Loss		Estimated Fair Value		Reported as
									Cash Equivalents		Marketable Securities

	(In millions)
Corporate debt securities	$	4,809	$	—	$	(12)	$	4,797	$	1,087	$	3,710
Debt securities issued by the U.S. Treasury	4,185		1		(44)		4,142		—		4,142
Debt securities issued by U.S. government agencies	1,836		—		(2)		1,834		50		1,784
Money market funds	1,777		—		—		1,777		1,777		—
Certificates of deposit	365		—		—		365		134		231
Foreign government bonds	140		—		—		140		100		40


Total	$	13,112	$	1	$	(58)	$	13,055	$	3,148	$	9,907

1213

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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:


		April 30, 2023													October 29, 2023
		Less than 12 Months				12 Months or Greater				Total					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			Estimated Fair Value		Gross Unrealized Loss		Estimated Fair Value		Gross Unrealized Loss		Estimated Fair Value		Gross Unrealized Loss

		(In millions)													(In millions)
Corporate debt securities														Corporate debt securities	$	2,773	$	(16)	$	852	$	(4)	$	3,625	$	(20)
Debt securities issued by the U.S. Treasury	Debt securities issued by the U.S. Treasury	$	1,601	$	(11)	$	1,106	$	(20)	$	2,707	$	(31)	Debt securities issued by the U.S. Treasury	2,098		(12)		1,371		(12)		3,469		(24)
Debt securities issued by U.S. government agencies	Debt securities issued by U.S. government agencies	1,259		(1)		—		—		1,259		(1)		Debt securities issued by U.S. government agencies	1,447		(5)		—		—		1,447		(5)
Corporate debt securities		945		(4)		838		(7)		1,783		(11)
Total	Total	$	3,805	$	(16)	$	1,944	$	(27)	$	5,749	$	(43)	Total	$	6,318	$	(33)	$	2,223	$	(16)	$	8,541	$	(49)


	January 29, 2023
	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 U.S. Treasury	$	2,444	$	(21)	$	1,172	$	(23)	$	3,616	$	(44)
Corporate debt securities	1,188		(7)		696		(5)		1,884		(12)
Debt securities issued by U.S. government agencies	1,307		(2)		—		—		1,307		(2)
Total	$	4,939	$	(30)	$	1,868	$	(28)	$	6,807	$	(58)

The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. Net realized gains and losses were not significant for all periods presented.

The amortized cost and estimated fair value of cash equivalents and marketable securities are shown below by contractual maturity.


		April 30, 2023				January 29, 2023					October 29, 2023				January 29, 2023
		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	$	12,654	$	12,625	$	9,738	$	9,708	Less than one year	$	11,405	$	11,388	$	9,738	$	9,708
Due in 1 - 5 years	Due in 1 - 5 years	2,453		2,446		3,374		3,347		Due in 1 - 5 years	6,706		6,676		3,374		3,347

Total	Total	$	15,107	$	15,071	$	13,112	$	13,055	Total	$	18,111	$	18,064	$	13,112	$	13,055

1314

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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.


			Fair Value at						Fair Value at
		Pricing Category	April 30, 2023		January 29, 2023			Pricing Category	October 29, 2023		January 29, 2023

			(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	$	1,502	$	1,777	Money market funds	Level 1	$	3,190	$	1,777
Corporate debt securities	Corporate debt securities	Level 2	$	6,716	$	4,797	Corporate debt securities	Level 2	$	6,918	$	4,797
Debt securities issued by the U.S. Treasury	Debt securities issued by the U.S. Treasury	Level 2	$	3,967	$	4,142	Debt securities issued by the U.S. Treasury	Level 2	$	5,052	$	4,142
Debt securities issued by U.S. government agencies	Debt securities issued by U.S. government agencies	Level 2	$	2,442	$	1,834	Debt securities issued by U.S. government agencies	Level 2	$	2,311	$	1,834
Certificates of deposit	Certificates of deposit	Level 2	$	395	$	365	Certificates of deposit	Level 2	$	418	$	365
Foreign government bonds	Foreign government bonds	Level 2	$	49	$	140	Foreign government bonds	Level 2	$	175	$	140

Other assets (Investment in non-affiliated entities):
Other assets (Investments in non-affiliated entities):							Other assets (Investments in non-affiliated entities):
Publicly-held equity securities ~~(1)~~	Publicly-held equity securities ~~(1)~~	Level 1	$	9	$	11	Publicly-held equity securities ~~(1)~~	Level 1	$	153	$	11
Privately-held equity securities	Privately-held equity securities	Level 3	$	496	$	288	Privately-held equity securities	Level 3	$	1,019	$	288

Liabilities ~~(2)~~(1)	Liabilities ~~(2)~~(1)						Liabilities ~~(2)~~(1)

0.309% Notes Due 2023	0.309% Notes Due 2023	Level 2	$	1,243	$	1,230	0.309% Notes Due 2023	Level 2	$	—	$	1,230
0.584% Notes Due 2024	0.584% Notes Due 2024	Level 2	$	1,197	$	1,185	0.584% Notes Due 2024	Level 2	$	1,212	$	1,185
3.20% Notes Due 2026	3.20% Notes Due 2026	Level 2	$	976	$	966	3.20% Notes Due 2026	Level 2	$	945	$	966
1.55% Notes Due 2028	1.55% Notes Due 2028	Level 2	$	1,112	$	1,099	1.55% Notes Due 2028	Level 2	$	1,060	$	1,099
2.85% Notes Due 2030	2.85% Notes Due 2030	Level 2	$	1,375	$	1,364	2.85% Notes Due 2030	Level 2	$	1,289	$	1,364
2.00% Notes Due 2031	2.00% Notes Due 2031	Level 2	$	1,062	$	1,044	2.00% Notes Due 2031	Level 2	$	981	$	1,044
3.50% Notes Due 2040	3.50% Notes Due 2040	Level 2	$	862	$	870	3.50% Notes Due 2040	Level 2	$	756	$	870
3.50% Notes Due 2050	3.50% Notes Due 2050	Level 2	$	1,633	$	1,637	3.50% Notes Due 2050	Level 2	$	1,388	$	1,637
3.70% Notes Due 2060	3.70% Notes Due 2060	Level 2	$	403	$	410	3.70% Notes Due 2060	Level 2	$	342	$	410

(1) Unrealized losses of $14 million and $24 million from investments in publicly-traded equity securities were recorded in other income (expense), net, in the first quarter of fiscal years 2024 and 2023, respectively.

~~(2)~~ These liabilities are carried on our Condensed Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.

1415

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:

April 30, 2023 January 29, 2023
Gross
Carrying
Amount Accumulated
Amortization Net Carrying
Amount Gross
Carrying
Amount Accumulated
Amortization Net Carrying
Amount
(In millions)
Acquisition-related intangible assets $ 3,112 $ (1,780) $ 1,332 $ 3,093 $ (1,614) $ 1,479
Patents and licensed technology 460 (251) 209 446 (249) 197
Total intangible assets $ 3,572 $ (2,031) $ 1,541 $ 3,539 $ (1,863) $ 1,676


	October 29, 2023						January 29, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount

	(In millions)
Acquisition-related intangible assets	$	2,642	$	(1,584)	$	1,058	$	3,093	$	(1,614)	$	1,479
Patents and licensed technology	450		(257)		193		446		(249)		197
Total intangible assets	$	3,092	$	(1,841)	$	1,251	$	3,539	$	(1,863)	$	1,676

Amortization expense associated with intangible assets was $144 million and $471 million for the third quarter and first nine months of fiscal year 2024, respectively, and $181 million and ~~$155~~$518 million for the third quarter and first ~~quarter~~nine months of fiscal ~~years 2024 and~~year 2023, respectively.

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of ~~April 30,~~October 29, 2023:


		Future Amortization Expense			Future Amortization Expense
		(In millions)			(In millions)
Fiscal Year:	Fiscal Year:			Fiscal Year:
2024 (excluding first quarter)		$	433
2024 (excluding first nine months of fiscal year 2024)				2024 (excluding first nine months of fiscal year 2024)	$	143
2025	2025	554		2025	554
2026	2026	259		2026	259
2027	2027	149		2027	149
2028	2028	37		2028	37
2029 and thereafter	2029 and thereafter	109		2029 and thereafter	109
Total	Total	$	1,541	Total	$	1,251

In the first ~~quarter~~nine months of fiscal year 2024, goodwill increased by $58 million from an acquisition, and was assigned to our Compute & Networking segment.

Note 10 - Balance Sheet Components

Two customers each accounted for 11% of our accounts receivable balance as of October 29, 2023. Two customers accounted for 14% and 11% of our accounts receivable balance as of January 29, 2023.

Certain balance sheet components are as follows:


		April 30,		January 29,			October 29,		January 29,
		2023		2023			2023		2023

Inventories:		(In millions)
Inventories (1):						Inventories (1):	(In millions)
Raw materials	Raw materials	$	1,809	$	2,430	Raw materials	$	1,663	$	2,430
Work in-process	Work in-process	930		466		Work in-process	1,338		466
Finished goods	Finished goods	1,872		2,263		Finished goods	1,778		2,263
Total inventories	Total inventories	$	4,611	$	5,159	Total inventories	$	4,779	$	5,159

1516

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

April 30, January 29,
2023 2023
Other Assets: (In millions)
Prepaid supply and capacity agreements $ 3,002 $ 2,989
Investment in non-affiliated entities 505 299
Prepaid royalties 381 387
Prepaid cloud services 171 23
Other 145 122
Total other assets $ 4,204 $ 3,820
(1) During the third quarter of fiscal years 2024 and 2023, we recorded an inventory provision of approximately $208 million and $354 million, respectively, in cost of revenue.

April 30, January 29,
2023 2023
Accrued and Other Current Liabilities: (In millions)
Taxes payable $ 1,544 $ 467
Customer program accruals 1,245 1,196
Excess inventory purchase obligations 786 954
Deferred revenue (1) 367 354
Accrued payroll and related expenses 320 530
Operating leases 187 176
Licenses and royalties 143 149
Product warranty and return provisions 112 108
Other 165 186
Total accrued and other current liabilities $ 4,869 $ 4,120


	October 29,		January 29,
	2023		2023

Other Assets:	(In millions)
Prepaid supply and capacity agreements (1)	$	2,927	$	2,989
Investments in non-affiliated entities	1,172		299
Prepaid royalties	369		387
Prepaid cloud services	60		23

Other	139		122
Total other assets	$	4,667	$	3,820

(1) As of October 29, 2023 and January 29, 2023, there were an additional $743 million and $458 million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively.


	October 29,		January 29,
	2023		2023

Accrued and Other Current Liabilities:	(In millions)
Customer program accruals	$	1,771	$	1,196
Excess inventory purchase obligations (1)	1,280		954
Accrued payroll and related expenses	516		530
Deferred revenue (2)	513		354
Taxes payable	420		467
Product warranty and return provisions	299		108
Operating leases	230		176
Licenses and royalties	150		149
Unsettled share repurchases	117		—










Other	176		186
Total accrued and other current liabilities	$	5,472	$	4,120

(1) During the third quarter of fiscal years 2024 and 2023, we recorded an expense of approximately $473 million and $348 million, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges and for penalties related to cancellations and underutilization.

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


		April 30,		January 29,			October 29,		January 29,
		2023		2023			2023		2023

Other Long-Term Liabilities:	Other Long-Term Liabilities:	(In millions)				Other Long-Term Liabilities:	(In millions)
Income tax payable (1)	Income tax payable (1)	$	1,300	$	1,204	Income tax payable (1)	$	1,206	$	1,204
Deferred revenue (2)						Deferred revenue (2)	425		218
Deferred income tax	Deferred income tax	290		247		Deferred income tax	424		247
Deferred revenue (2)		230		218

Licenses payable	Licenses payable	155		181		Licenses payable	113		181

Other	Other	62		63		Other	66		63
Total other long-term liabilities	Total other long-term liabilities	$	2,037	$	1,913	Total other long-term liabilities	$	2,234	$	1,913

(1) Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties.

(2) Deferred revenue primarily includes deferrals related to support for hardware and software.

1617

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Deferred Revenue

The following table shows the changes in deferred revenue during the first ~~quarter~~nine months of fiscal years 2024 and 2023:


		April 30,		May 1,			October 29,		October 30,
		2023		2022			2023		2022

		(In millions)					(In millions)
Balance at beginning of period	Balance at beginning of period	$	572	$	502	Balance at beginning of period	$	572	$	502
Deferred revenue additions during the period	Deferred revenue additions during the period	287		212		Deferred revenue additions during the period	1,269		577

Revenue recognized during the period	Revenue recognized during the period	(262)		(177)		Revenue recognized during the period	(903)		(528)
Balance at end of period	Balance at end of period	$	597	$	537	Balance at end of period	$	938	$	551

Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was ~~$639~~$896 million as of ~~April 30,~~October 29, 2023. We expect to recognize approximately ~~46%~~42% of this revenue over the next twelve months and the remainder thereafter. This excludes revenue related to performance obligations for contracts with 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.

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.

The table below presents the notional value of our foreign currency forward contracts outstanding:


		April 30, 2023		January 29, 2023			October 29, 2023		January 29, 2023

		(In millions)					(In millions)
Designated as cash flow hedges	Designated as cash flow hedges	$	1,142	$	1,128	Designated as cash flow hedges	$	1,148	$	1,128
Non-designated hedges	Non-designated hedges	$	350	$	366	Non-designated hedges	$	365	$	366

The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of ~~April 30,~~October 29, 2023 and January 29, 2023.

As of ~~April 30,~~October 29, 2023, all designated foreign currency forward contracts mature within 18 months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.

During the first ~~quarter~~nine months of fiscal years 2024 and 2023, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.

1718

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Note 12 - Debt

Long-Term Debt

The carrying value of our outstanding notes, the calendar year of maturity, and the associated interest rates were as follows:


				Carrying Value at							Carrying Value at
		Expected Remaining Term (years)	Effective Interest Rate	April 30, 2023		January 29, 2023			Expected Remaining Term (years)	Effective Interest Rate	October 29, 2023		January 29, 2023

				(In millions)							(In millions)

0.309% Notes Due 2023	0.309% Notes Due 2023	0.1	0.41%	$	1,250	$	1,250	0.309% Notes Due 2023	—	0.41%	$	—	$	1,250
0.584% Notes Due 2024	0.584% Notes Due 2024	1.1	0.66%	1,250		1,250		0.584% Notes Due 2024	0.6	0.66%	1,250		1,250
3.20% Notes Due 2026	3.20% Notes Due 2026	3.4	3.31%	1,000		1,000		3.20% Notes Due 2026	2.9	3.31%	1,000		1,000
1.55% Notes Due 2028	1.55% Notes Due 2028	5.1	1.64%	1,250		1,250		1.55% Notes Due 2028	4.6	1.64%	1,250		1,250
2.85% Notes Due 2030	2.85% Notes Due 2030	6.9	2.93%	1,500		1,500		2.85% Notes Due 2030	6.4	2.93%	1,500		1,500
2.00% Notes Due 2031	2.00% Notes Due 2031	8.1	2.09%	1,250		1,250		2.00% Notes Due 2031	7.6	2.09%	1,250		1,250
3.50% Notes Due 2040	3.50% Notes Due 2040	16.9	3.54%	1,000		1,000		3.50% Notes Due 2040	16.4	3.54%	1,000		1,000
3.50% Notes Due 2050	3.50% Notes Due 2050	26.9	3.54%	2,000		2,000		3.50% Notes Due 2050	26.4	3.54%	2,000		2,000
3.70% Notes Due 2060	3.70% Notes Due 2060	36.9	3.73%	500		500		3.70% Notes Due 2060	36.4	3.73%	500		500
Unamortized debt discount and issuance costs	Unamortized debt discount and issuance costs			(46)		(47)		Unamortized debt discount and issuance costs			(44)		(47)
Net carrying amount	Net carrying amount			10,954		10,953		Net carrying amount			9,706		10,953
Less short-term portion	Less short-term portion			(1,250)		(1,250)		Less short-term portion			(1,249)		(1,250)
Total long-term portion	Total long-term portion			$	9,704	$	9,703	Total long-term portion			$	8,457	$	9,703

All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to 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.

On June 15, 2023, we repaid the 0.309% Notes Due 2023.

As of ~~April 30,~~October 29, 2023, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes.

Commercial Paper

We have a $575 million commercial paper program to support general corporate purposes. As of ~~April 30,~~October 29, 2023, we had not issued any commercial paper.

Note 13 - Commitments and Contingencies

Purchase Obligations

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

As of ~~April 30,~~October 29, 2023, we had outstanding inventory purchase and long-term supply and capacity obligations totaling ~~$7.27~~$17.11 billion. ~~During the normal course of business, to manage manufacturing lead times and help ensure adequate supply, we~~We enter into agreements with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the payment of costs incurred through the date of ~~cancellation.~~

1819

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

cancellation. Other non-inventory purchase obligations ~~of $3.26~~were $4.43 billion, ~~include $2.43~~which includes $3.60 billion of multi-year cloud service ~~agreements.~~agreements, primarily to support our research and development efforts.

Total future purchase commitments as of ~~April 30,~~October 29, 2023 are as follows:


		Commitments			Commitments
		(In millions)			(In millions)
Fiscal Year:	Fiscal Year:			Fiscal Year:
2024 (excluding first quarter)		$	6,667
2024 (excluding first nine months of fiscal year 2024)				2024 (excluding first nine months of fiscal year 2024)	$	6,499
2025	2025	1,816		2025	11,861
2026	2026	753		2026	1,128
2027	2027	704		2027	1,038
2028	2028	332		2028	660
2029 and thereafter	2029 and thereafter	255		2029 and thereafter	354
Total	Total	$	10,527	Total	$	21,540

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was ~~$77~~$142 million and $82 million as of ~~April 30,~~October 29, 2023 and January 29, 2023, respectively. The estimated product returns and estimated product warranty activity consisted of the following:


		Three Months Ended					Three Months Ended				Nine Months Ended
		April 30, 2023		May 1, 2022					October 29, 2023		October 30, 2022		October 29, 2023		October 30, 2022
		(In millions)				(In millions)
Balance at beginning of period	Balance at beginning of period	$	82	$	46			Balance at beginning of period	$	115	$	168	$	82	$	46
Additions	Additions	13		16				Additions	50		3		105		141
Utilization	Utilization	(18)		(7)				Utilization	(23)		(67)		(45)		(83)
Balance at end of period	Balance at end of period	$	77	$	55			Balance at end of period	$	142	$	104	$	142	$	104

~~In connection with certain agreements that we have entered in the past, we~~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 March 30, 2021, plaintiffs filed an appeal from judgment

1920

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. ~~Oral argument~~On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the ~~appeal was held~~basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on ~~May~~October 10, ~~2022.~~2023.

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, 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. Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties will meet and confer regarding the next steps in this derivative matter. 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 No. 1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties will meet and confer regarding the next steps in these derivative matters. 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 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.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading 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 seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures.

Accounting for Loss Contingencies

As of ~~April 30,~~October 29, 2023, 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

~~Since~~During the ~~inception~~third quarter and first nine months of fiscal year 2024, we repurchased 8.3 million and 15.9 million shares of our common stock for $3.72 billion and $7.01 billion, respectively. During the third quarter and first nine months of fiscal year 2023, we repurchased 28 million and 56 million shares of our common stock for

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

$3.65 billion and $8.99 billion, respectively. In August 2023, our Board of Directors approved an increase to our share repurchase program ~~through April 30, 2023, we have repurchased~~of an ~~aggregate of 1.10~~additional $25.00 billion, ~~shares for a total cost of $17.12 billion.~~without expiration. As of ~~April 30,~~October 29, 2023, we were authorized, subject to certain specifications, to repurchase an additional ~~$7.23 billion~~shares of our common stock up to $25.24 billion. From October 30, 2023 through November 17, 2023, we repurchased 0.8 million shares ~~through December 2023.~~for $366 million pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We ~~did not repurchase any shares during~~may pursue additional share repurchases as we weigh market factors and other investment opportunities.

During the third quarter and first ~~quarter~~nine months of fiscal year ~~2024.~~

~~During the first quarter of fiscal years~~ 2024, ~~and 2023,~~ we paid $99 million and $296 million in cash dividends to our shareholders, respectively. During the third quarter and first nine months of fiscal year 2023, we paid $100 million and $300 million in cash dividends to our shareholders, respectively. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

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.

The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive artificial intelligence, or AI, Cockpit, autonomous driving development agreements, and

autonomous vehicle solutions; electric vehicle computing platforms; Jetson for robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and ~~cryptocurrency mining processors, or CMP.~~DGX Cloud.

The 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 workstation graphics; virtual GPU software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse Enterprise software for building and operating ~~metaverse and~~ 3D internet applications.

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 two segments.

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

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~~our 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.

Compute & Networking Graphics All Other Consolidated
(In millions)
Three Months Ended April 30, 2023
Revenue $ 4,460 $ 2,732 $ — $ 7,192
Operating income (loss) $ 2,160 $ 1,046 $ (1,066) $ 2,140
Three Months Ended May 1, 2022
Revenue $ 3,672 $ 4,616 $ — $ 8,288
Operating income (loss) $ 1,606 $ 2,476 $ (2,214) $ 1,868

Three Months Ended
April 30,
2023 May 1,
2022
(In millions)
Reconciling items included in "All Other" category:
Stock-based compensation expense $ (735) $ (578)
Acquisition-related and other costs (173) (149)
Unallocated cost of revenue and operating expenses (154) (127)
IP-related and legal settlement costs (8) (7)
Acquisition termination cost — (1,353)
Other 4 —
Total $ (1,066) $ (2,214)

2122

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)


	Compute & Networking		Graphics		All Other		Consolidated

	(In millions)
Three Months Ended October 29, 2023
Revenue	$	14,645	$	3,475	$	—	$	18,120

Operating income (loss)	$	10,262	$	1,493	$	(1,338)	$	10,417

Three Months Ended October 30, 2022
Revenue	$	3,816	$	2,115	$	—	$	5,931

Operating income (loss)	$	1,086	$	606	$	(1,091)	$	601

Nine Months Ended October 29, 2023
Revenue	$	29,507	$	9,312	$	—	$	38,819

Operating income (loss)	$	19,149	$	3,751	$	(3,542)	$	19,358

Nine Months Ended October 30, 2022
Revenue	$	11,395	$	9,528	$	—	$	20,923

Operating income (loss)	$	3,509	$	3,739	$	(4,280)	$	2,968


	Three Months Ended				Nine Months Ended
	October 29, 2023		October 30, 2022		October 29, 2023		October 30, 2022

	(In millions)
Reconciling items included in "All Other" category:
Stock-based compensation expense	$	(979)	$	(745)	$	(2,555)	$	(1,971)
Unallocated cost of revenue and operating expenses	(198)		(156)		(515)		(432)
Acquisition-related and other costs	(135)		(174)		(446)		(499)
IP-related costs	(26)		—		(36)		—

Acquisition termination cost	—		—		—		(1,353)

Other	—		(16)		10		(25)
Total	$	(1,338)	$	(1,091)	$	(3,542)	$	(4,280)

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Revenue by geographic region is ~~allocated to individual countries~~designated based onupon the billing location of the customer. ~~End~~Revenue by Geographic areas were as follows:


	Three Months Ended				Nine Months Ended
	October 29,		October 30,		October 29,		October 30,
	2023		2022		2023		2022

	(In millions)
Revenue:
United States	$	6,302	$	2,148	$	14,730	$	6,069
Taiwan	4,333		1,153		8,968		5,134
China (including Hong Kong)	4,030		1,148		8,360		4,831

Singapore	2,702		536		4,506		1,963

Other countries	753		946		2,255		2,926
Total revenue	$	18,120	$	5,931	$	38,819	$	20,923

Revenue from sales to customers outside of the United States accounted for 65% and 62% of total revenue for the third quarter and first nine months of fiscal year 2024, respectively, and 64% and 71% of total revenue for the third quarter and first nine months of fiscal year 2023, respectively. The increase in revenue to the United States for the third quarter and first nine months of fiscal year 2024 was primarily due to higher U.S.-based Data Center end demand.

Sales to one customer, ~~location may be different than our customer’s billing location. The following table summarizes information pertaining~~or Customer A, represented 12% of total revenue for the third quarter of fiscal year 2024, and sales to ~~our revenue from customers based on the invoicing address by geographic regions:~~

Three Months Ended
April 30, May 1,
2023 2022
(In millions)
Revenue:
United States $ 2,385 $ 1,932
Taiwan 1,796 2,777
China (including Hong Kong) 1,590 2,081
Singapore 762 454
Other countries 659 1,044
Total revenue $ 7,192 $ 8,288

Noa second customer, or Customer B, represented ~~10% or more~~11% of total revenue for the first nine months of fiscal year 2024, both of which were attributable to the Compute & Networking segment.

In the first nine months of fiscal year 2023, there were no customers with 10% or more of total revenue. In the third quarter of fiscal ~~years 2024 and 2023.~~

~~Two customers accounted for 12% and~~year 2023, one customer represented 10% of ~~our accounts receivable balance as of April 30, 2023. Two customers accounted for 14% and 11% of our accounts receivable balance as of January 29, 2023.~~total revenue, primarily attributable to the Compute & Networking segment.

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

Three Months Ended
April 30, May 1,
2023 2022
(In millions)
Revenue:
Data Center $ 4,284 $ 3,750
Gaming 2,240 3,620
Professional Visualization 295 622
Automotive 296 138
OEM and Other 77 158
Total revenue $ 7,192 $ 8,288


	Three Months Ended				Nine Months Ended
	October 29,		October 30,		October 29,		October 30,
	2023		2022		2023		2022

	(In millions)
Revenue:
Data Center	$	14,514	$	3,833	$	29,121	$	11,389
Gaming	2,856		1,574		7,582		7,236
Professional Visualization	416		200		1,090		1,318
Automotive	261		251		810		609
OEM and Other	73		73		216		371
Total revenue	$	18,120	$	5,931	$	38,819	$	20,923

2224

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 which 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. 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 our Annual Report on Form 10-K for the fiscal year ended January 29, 2023 and in our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2023 and July 30, 2023 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.

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~~this Quarterly Report on Form 10-Q, our Annual Report on Form 10-K for the fiscal year ended January 29, 2023, and ~~Part II, Item 1A.~~our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2023 and July 30, 2023 under the heading “Risk Factors” of ~~this Quarterly Report on Form 10-Q~~such reports, 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 and our other filings with the SEC, 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~~founding in 1993, NVIDIA has been a pioneer in accelerated computing. Our invention of the GPU in 1999 has sparked the growth of the PC gaming market, redefined computer graphics, ignited the era of modern AI and has fueled industrial digitalization across markets. NVIDIA ~~has leveraged its GPU architecture to create platforms for scientific~~is now a full-stack computing ~~AI, data science, autonomous vehicles, robotics, metaverse and 3D internet applications.~~company with data-center-scale offerings that are reshaping industry.

Our two operating segments are "Compute & Networking" and "Graphics," 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

Demand and Supply, ~~Products~~Product Transitions, and New Products and Business Models

~~Our supply, which includes inventory on hand,~~Demand for our data center systems and products has surged over the last three quarters and our demand visibility extends into next year. To meet this expected demand, we have increased our purchase obligations with existing suppliers, added new suppliers and entered into prepaid supply and capacity ~~agreements, has grown significantly due to recent~~agreements. These increased purchase volumes, the number of suppliers, and the integration of new suppliers into our supply chain ~~conditions~~may create more supply chain complexity and ~~long lead times, complexity of our products, and changes in demand.~~execution risk. We ~~have entered and~~ expect to continue to enter into supplier and capacity ~~prepayment arrangements. We have procured substantially higher Data Center~~arrangements and expect our supply ~~for the second half compared~~ to ~~the first half of fiscal year 2024.~~increase each quarter through next year. We may incur inventory provisions or impairments if our inventory or supply or capacity commitments ~~are misaligned with~~exceed demand for our ~~products.~~products or demand declines.

We build finished products and maintain inventory in advance of anticipated demand. While we have entered into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our product development cycles or enter new lines of business, which may require us to integrate new suppliers into our supply chain, creating additional supply chain complexity.

Product transitions are complex as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support new products. WeDue to our product introduction cycles, we are ~~currently~~almost always in various stages of transitioning the architecture of our Data Center, Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to long manufacturing lead times. Qualification time for

new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. In addition, the bring up of new product architectures is complex due to functionality challenges and quality concerns not identified in manufacturing testing. These product quality issues may incur costs, increase our warranty costs, and delay further production of our architecture. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs.

We build technology and products for use cases and applications that may be new or may not yet exist such as our Omniverse platform, third-party large language models, and generative AI models. We have recently begun offering enterprise customers NVIDIA DGX cloud services directly and through our network of partners, which includes cloud-based infrastructure and software and services for training and deploying AI models, and NVIDIA AI Foundations for customizable pretrained AI models. Our demand estimates for ~~these~~new use cases, applications, and ~~applications~~services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and ~~applications.~~services. New technologies such as generative AI models have emerged, and while they have driven increased demand for Data Center compute infrastructure, the long-term trajectory is unknown.

~~NVIDIA AI Cloud Service Offerings~~

We entered and may continue to enter into multi-year cloud service agreements to support these offerings and our research and development activities. The timing and availability of these cloud services has changed and may continue to change, impacting revenue, expenses and development timelines. We also offer or plan to offer standalone software solutions including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE, and several other software solutions.

Global Trade

During the third quarter of fiscal year 2023, the U.S. government, or the USG, announced ~~license~~licensing requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits. ~~Following~~

During the ~~2022 export controls, we transitioned~~second quarter of fiscal year 2024, the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some ~~operations, including certain testing, validation,~~countries in the Middle East.

On October 17, 2023, the USG announced new and ~~supply and distribution operations out~~updated licensing requirements effective in our fourth quarter of fiscal year 2024 for exports to China and ~~Hong Kong. We~~Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products. These licensing requirements did not have ~~sold alternative~~a meaningful impact on our revenue in the third quarter of fiscal year 2024 as they were announced near the end of the fiscal quarter and we had additional demand from customers outside of the named country groups. Our sales to China and other affected destinations, derived from products ~~in China not~~that are now subject to licensing requirements, have consistently contributed approximately 20-25% of Data Center revenue over the past few quarters. We expect that our sales to these destinations will decline significantly in the fourth quarter of fiscal year 2024, though we believe the decline will be more than offset by strong growth in other regions.

We are working to expand our Data Center product portfolio to offer new regulation-compliant solutions, including those for which the USG does not wish to have any advance notice before each shipment. To the

extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant such a license, or that the USG will act on the license ~~requirements, such as our A800~~application in a timely manner or ~~H800 offerings.~~at all.

~~Management of these new license and other requirements is complicated and time consuming.~~ Our ~~results and~~ competitive position has been harmed, and our competitive position and future results may be further harmed ~~and we may be effectively excluded from all or part of~~over the ~~China market~~long-term, if there are further changes in the USG’s export ~~controls, if customers in China do not want to purchase our alternative product offerings, if customers purchase product from competitors, if customers develop their own internal solution, if~~controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG ~~does not grant licenses in~~has changed and may again change the export control rules at any time and further subject a ~~timely manner or denies licenses to significant customers, or if we incur significant transition costs. Any new control that impacts a wide~~wider range of our products ~~would likely have a disproportionate impact on NVIDIA~~to export restrictions and ~~may disadvantage us against certain of~~licensing requirements, negatively impacting our ~~competitors that sell chips that are outside~~business and financial results. In the ~~scope~~event of such ~~control. In addition to USG export controls, the Chinese government~~change, we may ~~also impose restrictions that impact our ability~~be unable to sell our ~~products.~~inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East. Our sales to China will decrease significantly in the fourth quarter of fiscal year 2024.

~~New export controls or changes to existing controls could negatively impact our business, revenue or supply chain.~~ While we work ~~through~~to enhance the resiliency and redundancy of our supply chain, itwhich is currently concentrated in the Asia-Pacific, including China, Hong Kong, Korea and Taiwan, new and existing export controls or changes to ~~trade requirements may~~existing export controls could limit alternative manufacturing locations and negatively impact our business.

Macroeconomic Factors

Macroeconomic factors, including inflation, increased interest rates, capital market volatility, global supply chain constraints and global economic and geopolitical developments, may have direct and indirect impacts on our results of operations, particularly demand for our products. While difficult to isolate and quantify, these macroeconomic factors can also impact our supply chain and manufacturing costs, employee wages, costs for capital equipment and value of our investments. Our product and solution pricing strategy generally does not fluctuate with short-term changes in our costs. Within our supply chain, we continuously manage product availability and costs with our vendors. 

Israel

~~First~~We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,400 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in the third quarter of fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a significant number and percentage of our employees have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel may be absent for an extended and indeterminate period, which may cause disruption to our product development or operations. In the third quarter of fiscal year 2024, we did not experience any significant impact or expense to our business; however, if the conflict is extended, it could impact future product development, operations, and revenue or create other uncertainty for our business.

Third Quarter of Fiscal Year 2024 Summary


		Three Months Ended														Three Months Ended
		April 30, 2023			January 29, 2023			May 1, 2022			Quarter-over-Quarter Change		Year-over-Year Change			October 29, 2023			July 30, 2023			October 30, 2022			Quarter-over-Quarter Change		Year-over-Year Change

		($ in millions, except per share data)														($ in millions, except per share data)
Revenue	Revenue	$	7,192		$	6,051		$	8,288		19	%	(13)	%	Revenue	$	18,120		$	13,507		$	5,931		34	%	206	%
Gross margin	Gross margin	64.6		%	63.3		%	65.5		%	1.3 pts		(0.9) pts		Gross margin	74.0		%	70.1		%	53.6		%	3.9 pts		20.4 pts
Operating expenses	Operating expenses	$	2,508		$	2,576		$	3,563		(3)	%	(30)	%	Operating expenses	$	2,983		$	2,662		$	2,576		12	%	16	%
Income from operations		$	2,140		$	1,257		$	1,868		70	%	15	%
Operating income															Operating income	$	10,417		$	6,800		$	601		53	%	1,633	%
Net income	Net income	$	2,043		$	1,414		$	1,618		44	%	26	%	Net income	$	9,243		$	6,188		$	680		49	%	1,259	%
Net income per diluted share	Net income per diluted share	$	0.82		$	0.57		$	0.64		44	%	28	%	Net income per diluted share	$	3.71		$	2.48		$	0.27		50	%	1,274	%

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: Data Center, Gaming, Professional Visualization, and Automotive.

Revenue for the ~~first~~third quarter of fiscal year 2024 was ~~$7.19~~$18.12 billion, ~~down 13%~~up 206% from a year ago and up ~~19%~~34% sequentially.

Data Center revenue was up ~~14%~~279% from a year ago and up ~~18% sequentially, led~~41% sequentially. Strong sales of the NVIDIA HGX platform were driven by ~~growing~~global demand for ~~generative AI~~the training and inferencing of large language models, ~~using GPUs based~~recommendation engines, and generative AI applications. Data Center compute grew 324% from a year ago and 38% sequentially, largely reflecting the strong ramp of our Hopper GPU architecture-based HGX platform from cloud service providers, or CSPs, including GPU-specialized CSPs; consumer internet companies; and enterprises. Our sales of Ampere GPU architecture-based Data Center products were significant but declined sequentially, as we approach the tail end of this architecture. We recognized initial revenue on the ramp of our ~~NVIDIA~~L40S GPU and the GH200 Grace Hopper ~~and Ampere architectures. The~~Superchip for a broad range of customers. CSPs drove roughly half of Data Center revenue, ~~growth reflects strong demand from large~~while consumer internet companies and ~~cloud service providers. Enterprise demand for GPU platforms~~enterprises comprised approximately the other half. Networking was ~~strong, although general purpose networking solutions declined both sequentially and from a year ago.~~

~~Gaming revenue was down 38%~~up 155% from a year ago and up ~~22%~~52% sequentially, almost entirely due to strong growth in InfiniBand infrastructure to support our HGX platform.

Gaming revenue was up 81% from a year ago and up 15% sequentially. Strong year-on-year growth reflects higher sell-in to partners following normalization of channel inventory levels. Sequential growth reflects strong demand for our GeForce RTX 40 Series GPUs for back-to-school and the start of the holiday season.

Professional Visualization revenue was up 108% from a year ago and up 10% sequentially. The year-on-year ~~decrease~~increase reflects ~~weaker demand due~~higher sell-in to ~~the macroeconomic slowdown and lower shipments to normalize~~partners following normalization of channel inventory levels. The sequential increase was ~~driven by~~primarily due to stronger enterprise workstation demand and the ramp of ~~our new GeForce RTX 40 Series GPUs for desktops and laptops~~notebook workstations based on the Ada Lovelace GPU architecture.

~~Professional Visualization~~Automotive revenue was ~~down 53%~~up 4% from a year ago and up ~~31%~~3% sequentially. The year-on-year ~~decrease~~increase primarily reflects ~~lower sell-in to partners to help reduce channel inventory levels.~~growth in sales of auto cockpit solutions and self-driving platforms. The sequential increase was driven by ~~higher demand~~sales of self-driving platforms.

Gross margin increased significantly from a year ago and sequentially, driven by improved product mix from Data Center revenue growth and lower net inventory provisions and related charges.

In the third quarter of fiscal year 2024, provisions for ~~desktop~~inventory and ~~mobile workstation GPUs.~~related charges were $681 million. Sales of previously reserved inventory or settlements of excess inventory purchase obligations resulted in a provision release of $239 million, primarily from Ampere GPU architecture products. The net inventory provisions were $442 million and the unfavorable effect on our gross margin was 2.4 percentage points.

~~Automotive revenue~~In the third quarter of fiscal year 2023, provisions for inventory and related charges were $702 million. Sales of previously reserved inventory or settlements of excess inventory purchase obligations resulted in a provision release of $21 million. The net inventory provisions were $681 million and the unfavorable effect on our gross margin was 11.5 percentage points.

Operating expenses were up ~~114%~~16% from a year ago and up ~~1% sequentially. The year-on-year increase reflects~~12% sequentially, driven by compensation and benefits, including stock-based compensation, primarily reflecting growth in ~~sales~~employees and compensation increases.

Market Platform Highlights

Data Center revenue for the third quarter of ~~self-driving platforms and AI cockpit solutions.~~

~~OEM and Other revenue~~fiscal year 2024 was ~~down 51%~~$14.51 billion, up 279% from a year ago and ~~down 8% sequentially. These decreases were primarily driven by lower entry level notebook GPU sales.~~up 41% from the previous quarter. We announced NVIDIA HGX H200 with the H200 Tensor Core GPU; introduced an AI foundry service, first available on Microsoft Azure; announced that the NVIDIA Spectrum-X will be integrated into servers from Dell Technologies, Hewlett Packard Enterprise and Lenovo in the first quarter of next year; announced that NVIDIA GH200 Grace Hopper Superchips will power more than 40 new supercomputers and began shipping in the third quarter of fiscal year 2024; and partnered with a range of leading companies on AI initiatives, including Amdocs, Dropbox, Foxconn, Genentech (member of Roche Group), Infosys, Lenovo, Reliance Industries, Scaleway, and Tata Group.

~~Gross margin declined from a~~Gaming revenue for the third quarter of fiscal year earlier and increased sequentially. The year-on-year decline reflects lower Gaming margins and a higher contribution from Automotive, partially offset by higher Data Center margins. The sequential increase reflects lower costs in Gaming and higher Data Center margins as we ramp our Hopper architecture.

~~Operating expenses were down 30%~~2024 was $2.86 billion, up 81% from a year ago and ~~down 3% sequentially. The prior year included a termination charge of $1.35 billion~~up 15% from the previous quarter. We launched DLSS 3.5 Ray Reconstruction; released TensorRT-LLM for ~~the proposed Arm acquisition,~~Windows; added 56 DLSS games and ~~the prior quarter included fixed asset write-downs.~~

~~Cash, cash equivalents~~over 15 Reflex games; and marketable securities were $15.32 billion, down from $20.34 billion a year ago and up from $13.30 billion a quarter ago. The year-on-year decrease reflects $8.04 billion in stock repurchases, partially offset by operating cash flow generation. The sequential increase reflects operating cash flow generation.

During the first quarter of fiscal year 2024, we returned $99 million to shareholders in the form of cash dividends. As of the end of the first quarter of fiscal year 2024, we had $7.23 billion remaining under our share repurchase authorization through December 2023.surpassed 1,700 games on GeForce NOW.

2528

~~Market Platform Highlights~~

~~Data Center~~Professional Visualization revenue for the ~~first~~third quarter of fiscal year 2024 was ~~$4.28 billion,~~$416 million, up ~~14%~~108% from a year ago ~~led by growing demand for generative AI~~ and ~~large language models using GPUs based on our NVIDIA Hopper and Ampere architectures. The year-on-year increase reflects strong demand~~up 10% from ~~large consumer internet customers and cloud service providers.~~the previous quarter. We ~~launched four AI inference platforms that combine our full-stack inference software~~announced a new line of desktop workstations with NVIDIA RTX 6000 Ada ~~NVIDIA Hopper~~Generation GPUs and NVIDIA Grace Hopper processors optimized for generative AI, large language model and other AI workloads. We announced that Google Cloud is the first cloud provider to offer the new NVIDIA L4 Tensor Core GPU to accelerate generative AI application. We introduced NVIDIA AI Foundations to help businesses create and operate custom large language models and generative AI models. We also partnered with ServiceNow, Inc. to build generative AI across enterprise IT; joined with Dell Technologies in Project Helix to deliver full-stack generative AI solutions to enterprises; announced a collaboration with Medtronic on an AI platform for medical devices; and unveiled the NVIDIA cuLitho software library for computational lithography.ConnectX smart interface cards.

~~Gaming~~Automotive revenue for the ~~first~~third quarter of fiscal year 2024 was $2.24 billion, down 38% from a year ago. The year-on-year decrease reflects weaker demand due to the macroeconomic slowdown and lower shipments to normalize channel inventory levels. We launched the GeForce RTX 4070 GPU based on the NVIDIA Ada Lovelace architecture.

~~Professional Visualization revenue for the first quarter of fiscal year 2024 was $295~~$261 million, ~~down 53%~~up 4% from a year ago ~~on lower sell-in to partners to help reduce channel inventory levels.~~and up 3% from the previous quarter. We announced six new GPUs based on the NVIDIA RTX Ada Lovelace architecture. We announced NVIDIA Omniverse Cloud, a fully managed service running in Microsoft Azure, for the development and deployment of industrial metaverse applications, and expandedfurthered our collaboration with ~~Microsoft~~Foxconn to ~~connect Microsoft 365 applications with NVIDIA Omniverse.~~

~~Automotive revenue for the first quarter of fiscal year 2024 was $296 million, up 114% from a year ago on growth in sales of self-driving platforms and AI cockpit solutions. We announced that~~develop next-generation electric ~~vehicle maker BYD Auto Co. Ltd. will extend its use of the NVIDIA DRIVE Orin centralized compute platform across more of its fleet.~~vehicles.

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 29, 2023. There have been no material changes to our Critical Accounting Policies and Estimates.

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				Three Months Ended				Nine Months Ended
		April 30, 2023		May 1, 2022				October 29, 2023		October 30, 2022		October 29, 2023		October 30, 2022
Revenue	Revenue	100.0	%	100.0	%		Revenue	100.0	%	100.0	%	100.0	%	100.0	%
Cost of revenue	Cost of revenue	35.4		34.5			Cost of revenue	26.0		46.4		29.1		44.9
Gross profit	Gross profit	64.6		65.5			Gross profit	74.0		53.6		70.9		55.1
Operating expenses	Operating expenses						Operating expenses
Research and development	Research and development	26.1		19.5			Research and development	12.7		32.8		16.0		25.7
Sales, general and administrative	Sales, general and administrative	8.8		7.1			Sales, general and administrative	3.8		10.6		5.0		8.7
Acquisition termination cost	Acquisition termination cost	—		16.3			Acquisition termination cost	—		—		—		6.5
Total operating expenses	Total operating expenses	34.9		42.9			Total operating expenses	16.5		43.4		21.0		40.9
Income from operations		29.7		22.6
Operating income							Operating income	57.5		10.2		49.9		14.2
Interest income	Interest income	2.1		0.2			Interest income	1.3		1.5		1.5		0.7
Interest expense	Interest expense	(0.9)		(0.8)			Interest expense	(0.3)		(1.1)		(0.5)		(0.9)
Other, net	Other, net	(0.2)		(0.2)			Other, net	(0.4)		(0.2)		(0.1)		(0.1)
Other income (expense), net	Other income (expense), net	1.0		(0.8)			Other income (expense), net	0.6		0.2		0.9		(0.3)
Income before income tax	Income before income tax	30.7		21.8			Income before income tax	58.1		10.4		50.8		13.9
Income tax expense		2.3		2.3
Income tax expense (benefit)							Income tax expense (benefit)	7.1		(1.1)		5.8		(0.3)
Net income	Net income	28.4	%	19.5	%		Net income	51.0	%	11.5	%	45.0	%	14.2	%

Revenue

Revenue for the third quarter and first nine months of fiscal year 2024 was $18.12 billion and $38.82 billion, up 206% and 86%, respectively.

Revenue by Reportable Segments


		Three Months Ended									Three Months Ended				Nine Months Ended
		April 30, 2023		May 1, 2022		$ Change		% Change					October 29, 2023		October 30, 2022		$ Change		% Change		October 29, 2023		October 30, 2022		$ Change		% Change

		($ in millions)								($ in millions)
Compute & Networking	Compute & Networking	$	4,460	$	3,672	$	788	21	%			Compute & Networking	$	14,645	$	3,816	$	10,829	284	%	$	29,507	$	11,395	$	18,112	159	%
Graphics	Graphics	2,732		4,616		(1,884)		(41)	%			Graphics	3,475		2,115		1,360		64	%	9,312		9,528		(216)		(2)	%
Total	Total	$	7,192	$	8,288	$	(1,096)	(13)	%			Total	$	18,120	$	5,931	$	12,189	206	%	$	38,819	$	20,923	$	17,896	86	%

Compute & Networking - - The increase in the third quarter and first nine months of fiscal year 2024 compared to the third quarter and first nine months of fiscal year 2023 was due to higher Data Center revenue. Compute GPUs grew 369% year-on-year ~~increase was~~and 193% compared to the first nine months of fiscal year 2023 led by ~~growing~~strong demand for ~~generative AI~~the NVIDIA HGX platform driven by global demand for the training and inferencing of large language models, ~~using GPUs based on~~recommendation engines and inferencing of generative AI applications. Networking was up 155% year-on-year and 99% compared to the first nine months of last year, almost entirely due to strong growth in InfiniBand infrastructure to support our Hopper and Ampere architectures. The revenue growth reflects strong demand from large consumer internet companies and cloud service providers. Enterprise demand for GPU platforms was strong, although general purpose networking solutions declined from a year ago. Self-driving platforms and AI cockpit solutions revenue also increased from a year ago.HGX platform.

Graphics - The ~~year-on-year decrease primarily reflects weaker Gaming demand due~~increase in the third quarter of fiscal year 2024 compared to the ~~macroeconomic slowdown and lower shipments~~third quarter of fiscal year 2023 reflects growth in Gaming GPUs reflecting higher sell-in to ~~normalize~~partners following normalization of channel inventory levels earlier this year. The decrease in the first nine months of fiscal year 2024 compared to the first nine months of fiscal year 2023 primarily reflects 57% lower enterprise graphics and 14% lower Professional Visualization ~~sell-in to partners to help reduce~~GPUs, partially offset by 7% growth in Gaming GPUs, following normalization of channel inventory ~~levels.~~levels earlier this year.

Concentration of Revenue

Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, or End Customers, such as CSPs, enterprises, and gamers in a different location. Revenue from sales to customers outside of the United States accounted for ~~67%~~65% and ~~77%~~62% of total revenue for the third quarter and first nine months of fiscal year 2024, respectively, and 64% and 71% of total revenue for the third quarter and first nine months of fiscal year 2023, respectively.

Our customers include original equipment manufacturers, original device manufacturers, system builders, system integrators, add-in board manufacturers, retailers/distributors, automotive manufacturers, tier-1 automotive suppliers, and other enterprises.

Sales to Customer A represented 12% of total revenue for the third quarter of fiscal year 2024, and sales to Customer B represented 11% of total revenue for the first nine months of fiscal year 2024, both of which were attributable to the Compute & Networking segment.

Our customers sell to End Customers. Our End Customers often do not purchase directly from us but purchase through multiple original equipment manufacturers, original device manufacturers, system integrators, distributors, and other channel partners. Our sales to Customer A and Customer B were largely in support of two End Customers. One End Customer is estimated to have represented approximately 15% and 17% of total revenue for the third quarter and first nine months of fiscal year 2024, respectively. A second End Customer is estimated to have represented approximately 13% and 10% of total revenue for the third quarter and first nine months of fiscal year 2024, respectively. Both of these End Customers were primarily attributable to our Compute & Networking segment.

Our estimated Compute & Networking End Customer demand is expected to remain concentrated.

In the first nine months of fiscal year 2023, there were no customers with 10% or more of total revenue. In the third quarter of fiscal ~~years 2024 and~~year 2023, ~~respectively. Revenue by geographic region is allocated to countries based on the billed location even if the~~one customer represented 10% of total revenue, ~~may be~~primarily attributable to ~~end customers in a different location.~~the Compute & Networking segment.

Gross Margin

Our overall gross margin increased to 74.0% and 70.9% for the third quarter and first nine months of fiscal year 2024, respectively, from 53.6% and 55.1% for the third quarter and first nine months of fiscal year 2023,

2730

~~No direct customer represented 10% or more of total revenue for~~respectively. The year over year increase in the third quarter and first quarter of fiscal years 2024 and 2023. However, our estimated Compute & Networking end customer demand is concentrated among a few large cloud service providers and consumer internet companies. Some of these large companies do not purchase directly from us but often purchase through several system builders and channel partners. We expect this trend will continue.

~~Gross Margin~~

~~Our overall gross margin decreased to 64.6% for the first quarter~~nine months of fiscal year 2024 was primarily due to improved product mix from ~~65.5% for the first quarter~~Data Center revenue growth of ~~fiscal year 2023, reflecting~~279% and 156%, respectively, and lower ~~margins of GeForce GPUs within our Graphics segment partially offset by higher margins~~net inventory provisions and ~~increased contribution from compute products within our Compute & Networking segment.~~related charges.

~~Reserves~~Provisions for inventory and excess inventory purchase obligations totaled ~~$134~~$681 million and ~~$90 million~~$1.39 billion for the third quarter and first ~~quarter~~nine months of fiscal ~~years~~year 2024, ~~and 2023,~~ respectively. Sales of ~~inventory that was~~ previously ~~written-off or down,~~reserved inventory or settlements of excess inventory purchase obligations ~~totaled $50~~resulted in a provision release of $239 million and ~~$15~~$372 million, primarily from Ampere GPU architecture products, for the third quarter and first ~~quarter~~nine months of fiscal ~~years~~year 2024, ~~and 2023,~~ respectively. ~~As a result, the overall~~The net effect on our gross margin was an unfavorable impact of ~~1.2%~~2.4% and ~~0.9%~~2.6% in the third quarter and first ~~quarter of fiscal years 2024 and 2023, respectively.~~

~~Compute & Networking -~~ ~~Segment gross margin increased during the first quarter~~nine months of fiscal year ~~2024 compared to~~2024.

Provisions for inventory and excess inventory purchase obligations totaled $702 million and $2.01 billion for the third quarter and first ~~quarter~~nine months of fiscal year 2023, ~~primarily due to higher margins~~respectively. Sales of previously reserved inventory or settlements of excess inventory purchase obligations resulted in a provision release of $21 million and ~~increased contribution from compute products.~~

~~Graphics -~~ ~~Segment gross margin decreased during~~$59 million for the third quarter and first ~~quarter of fiscal year 2024 compared to the first quarter~~nine months of fiscal year 2023, ~~primarily due to lower margins~~respectively. The net effect on our gross margin was an unfavorable impact of ~~GeForce GPUs.~~11.5% and 9.3% in the third quarter and first nine months of fiscal year 2023, respectively.

Operating Expenses


		Three Months Ended											Three Months Ended					Nine Months Ended
		April 30, 2023			May 1, 2022			$ Change		% Change					October 29, 2023			October 30, 2022			$ Change		% Change		October 29, 2023			October 30, 2022			$ Change		% Change

		($ in millions)										($ in millions)
Research and development expenses	Research and development expenses	$	1,875		$	1,618		$	257	16	%			Research and development expenses	$	2,294		$	1,945		$	349	18	%	$	6,210		$	5,387		$	823	15	%
% of net revenue	% of net revenue	26		%	20		%							% of net revenue	12.7		%	32.8		%					16.0		%	25.7		%
Sales, general and administrative expenses	Sales, general and administrative expenses	633			592			41		7	%			Sales, general and administrative expenses	689			631			58		9	%	1,942			1,815			127		7	%
% of net revenue	% of net revenue	9		%	7		%							% of net revenue	3.8		%	10.6		%					5.0		%	8.7		%
Acquisition termination cost	Acquisition termination cost	—			1,353			(1,353)		—	%			Acquisition termination cost	—			—			—		—	%	—			1,353			(1,353)		(100)	%
% of net revenue	% of net revenue	—		%	16		%							% of net revenue	—		%	—		%					—		%	6.5		%
Total operating expenses	Total operating expenses	$	2,508		$	3,563		$	(1,055)	(30)	%			Total operating expenses	$	2,983		$	2,576		$	407	16	%	$	8,152		$	8,555		$	(403)	(5)	%
% of net revenue	% of net revenue	34.9		%	42.9		%							% of net revenue	16.5		%	43.4		%					21.0		%	40.9		%

The increases in research and development ~~expense~~expenses and sales, general and administrative ~~expense~~expenses for the third quarter and first ~~quarter~~nine months of fiscal year 2024 were primarily driven by compensation and benefits, including stock-based compensation, reflecting employee growth and ~~associated~~ compensation ~~and benefits.~~increases.

Acquisition Termination Cost

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

Operating Income

Operating income for the third quarter and first nine months of fiscal year 2024 was $10.42 billion and $19.36 billion, respectively, up 1,633% and 552% from a year ago, respectively.

2831

Operating Income by Reportable Segments


	Three Months Ended								Nine Months Ended
	October 29, 2023		October 30, 2022		$ Change		% Change		October 29, 2023		October 30, 2022		$ Change		% Change

	($ in millions)
Compute & Networking	$	10,262	$	1,086	$	9,176	845	%	$	19,149	$	3,509	$	15,640	446	%
Graphics	1,493		606		887		146	%	3,751		3,739		12		—	%
All Other	(1,338)		(1,091)		(247)		23	%	(3,542)		(4,280)		738		(17)	%
Total	$	10,417	$	601	$	9,816	1,633	%	$	19,358	$	2,968	$	16,390	552	%

Compute & Networking – Segment operating income increased during the third quarter and first nine months of fiscal year 2024 compared to the third quarter and first nine months of fiscal year 2023 primarily due to growth in revenue.

Graphics - Segment operating income increased during the third quarter of fiscal year 2024 compared to the third quarter of fiscal year 2023 due to growth in revenue. Segment operating income was flat during the first nine months of fiscal year 2024 compared to the first nine months of fiscal year 2023 due to a decline in revenue of $216 million, offset by lower provisions for inventory and excess inventory purchase obligations of $337 million in fiscal year 2024.

All Other expenses increased during the third quarter of fiscal year 2024 compared to the third quarter of fiscal year 2023 due to higher stock-based compensation expense. All Other expenses decreased during the first nine months of fiscal year 2024 compared to the first nine months of fiscal year 2023 due to an acquisition termination cost of $1.35 billion related to the Arm transaction in the prior year, partially offset by higher stock-based compensation expense of $584 million.

Other Income (Expense), Net


		Three Months Ended									Three Months Ended		Nine Months Ended
		April 30, 2023		May 1, 2022		$ Change		% Change					October 29, 2023		October 30, 2022		$ Change		October 29, 2023		October 30, 2022		$ Change

		($ in millions)								($ in millions)
Interest income	Interest income	$	150	$	18	$	132	733	%			Interest income	$	234	$	88	$	146	$	572	$	152	$	420
Interest expense	Interest expense	(66)		(68)		2		(3)	%			Interest expense	(63)		(65)		2		(194)		(198)		4
Other, net	Other, net	(15)		(13)		(2)		15	%			Other, net	(66)		(11)		(55)		(24)		(29)		5
Other income (expense), net	Other income (expense), net	$	69	$	(63)	$	132	(210)	%			Other income (expense), net	$	105	$	12	$	93	$	354	$	(75)	$	429

Interest income consists of interest earned on cash, cash equivalents and marketable securities. The increase in interest income was ~~primarily~~ due to higher ~~yields earned on our investments.~~yields.

Interest expense is ~~primarily~~ comprised of coupon interest and debt discount amortization related to our notes.

Other, net, consists ~~primarily~~ of realized or unrealized gains and losses from investments in non-affiliated entities and the impact of changes in foreign currency rates. The loss in Other, net, in the third quarter of fiscal year 2024 was driven by mark-to-market losses from publicly traded equity investments.

Income Taxes

Income tax was an expense ~~was $166~~of $1.28 billion and $2.24 billion for the third quarter and first nine months of fiscal year 2024, respectively, and a benefit of $67 million and ~~$187~~$61 million for the third quarter and first ~~quarter~~nine months of fiscal ~~years 2024 and~~year 2023, respectively. ~~The income~~Income tax ~~expense~~ as a percentage of income before income tax was ~~7.5%~~an expense of 12.2% and ~~10.3%~~11.3% for the third quarter and first ~~quarter~~nine months of fiscal ~~years~~year 2024, respectively, and a benefit of 10.9% and 2.1% for the third quarter and first nine months of fiscal year 2023, respectively.

Liquidity and Capital Resources


		April 30, 2023		January 29, 2023			October 29, 2023		January 29, 2023

		(In millions)					(In millions)
Cash and cash equivalents	Cash and cash equivalents	$	5,079	$	3,389	Cash and cash equivalents	$	5,519	$	3,389
Marketable securities	Marketable securities	10,241		9,907		Marketable securities	12,762		9,907
Cash, cash equivalents and marketable securities	Cash, cash equivalents and marketable securities	$	15,320	$	13,296	Cash, cash equivalents and marketable securities	$	18,281	$	13,296


		Three Months Ended					Nine Months Ended
		April 30, 2023		May 1, 2022			October 29, 2023		October 30, 2022

		(In millions)					(In millions)
Net cash provided by operating activities	Net cash provided by operating activities	$	2,911	$	1,731	Net cash provided by operating activities	$	16,591	$	3,393
Net cash provided by (used in) investing activities	Net cash provided by (used in) investing activities	$	(841)	$	2,612	Net cash provided by (used in) investing activities	$	(4,457)	$	7,378
Net cash used in financing activities	Net cash used in financing activities	$	(380)	$	(2,446)	Net cash used in financing activities	$	(10,004)	$	(9,961)

As of ~~April 30,~~October 29, 2023, we had ~~$15.32~~$18.28 billion in cash, cash equivalents, and marketable securities, an increase of ~~$2.02~~$4.99 billion from the end of fiscal year 2023. 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 increased in the first ~~quarter~~nine months of fiscal year 2024 compared to the first nine months of fiscal year 2023, due to growth in revenue, partially offset by higher accounts receivable balance and taxes paid. Accounts receivable balance in the third quarter of fiscal year ~~2023, primarily~~2024 reflected approximately $570 million from customer payments received ahead of the invoice due ~~to lower inventory prepayments and changes in inventory, partially offset by lower revenue.~~

date.

Cash ~~used in~~provided by investing activities ~~increased~~decreased in the first ~~quarter~~nine months of fiscal year 2024 compared to the first ~~quarter~~nine months of fiscal year 2023, primarily driven by lower marketable securities ~~sales and maturities, partially offset by lower purchases of marketable securities.~~maturities.

Cash used in financing activities ~~decreased~~increased in the first ~~quarter~~nine months of fiscal year 2024 compared to the first nine months of fiscal year 2023, due to a debt repayment in the second quarter of fiscal year ~~2023, which primarily reflects~~2024 and higher tax payments related to RSUs, partially offset by lower share ~~repurchases in the first quarter of fiscal year 2023.~~repurchases.

Liquidity

Our primary sources of liquidity are our cash, ~~and~~ cash equivalents, ~~our~~and marketable securities, and the cash generated by our operations. As of ~~April 30,~~October 29, 2023, we had ~~$15.32~~$18.28 billion in cash, cash equivalents, and marketable securities. Our marketable securities consist of debt securities issued by the USG and its agencies, highly rated corporations and financial institutions, and foreign government 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 twelve months, and for the foreseeable future, including our debt obligations, future supply obligations and ~~potential~~vendor and supplier ~~and service provider~~ prepayments. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements.

Except for approximately $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., substantially all of our cash, cash equivalents and marketable securities held outside of the U.S. as of ~~April 30,~~October 29, 2023 are available for use in the U.S. without incurring additional U.S. federal income taxes. We ~~have~~

paid $4.35 billion in cash taxes in the third quarter of fiscal year 2024, largely for previously deferred ~~our~~ federal income tax payments ~~until October 2023 due~~related to the disaster relief made available by the ~~Internal Revenue Service.~~

During the first quarter of fiscal year 2024, we filed a Form S-3 shelf registration statement to replace the existing shelf that was expiring. We do not have any immediate plans to utilize this shelf once effective.IRS for certain California taxpayers.

Capital Return to Shareholders

During the third quarter and first ~~quarter~~nine months of fiscal year 2024, we returned $3.72 billion and $7.01 billion, respectively, in share repurchases and $99 million and $296 million, respectively, in cash dividends.

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.

~~We did not~~On August 21, 2023, our Board of Directors approved an increase to our share repurchase ~~any shares during the first quarter~~program of ~~fiscal year 2024.~~an additional $25.00 billion, without expiration. As of ~~April 30,~~October 29, 2023, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to ~~$7.23 billion~~$25.24 billion. From October 30, 2023 through November 17, 2023, we repurchased 0.8 million shares for $366 million pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we weigh market factors and other investment opportunities. We plan to continue share repurchases this fiscal year.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made after December ~~2023.~~31, 2022. This provision has not had a material effect on our consolidated financial statements.

Outstanding Indebtedness and Commercial Paper

Our aggregate debt maturities as of ~~April 30,~~October 29, 2023, by year payable, are as follows:


	~~April 30,~~October 29, 2023

	(In millions)

Due in one year	$	1,250
Due in one to five years	2,250
Due in five to ten years	~~4,000~~2,750
Due in greater than ten years	3,500
Unamortized debt discount and issuance costs	~~(46)~~(44)
Net carrying amount	~~10,954~~9,706
Less short-term portion	~~(1,250)~~(1,249)
Total long-term portion	$	~~9,704~~8,457

~~We expect to repay $1.25 billion of debt due in the second quarter of fiscal year 2024.~~

We have a $575 million commercial paper program to support general corporate purposes. As of ~~April 30,~~October 29, 2023, we had not issued any commercial paper.

Material Cash Requirements and Other Obligations

We have unrecognized tax benefits of ~~$1.11~~$1.10 billion, which includes related interest and penalties of ~~$109~~$115 million recorded in non-current income tax payable as of ~~April 30,~~October 29, 2023. 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 29, 2023. 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 29, 2023 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.

Adoption of New and Recently Issued Accounting Pronouncements

There has been no adoption of any new and recently issued accounting pronouncements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment and Interest Rate Risk

Financial market risks related to investment and interest rate risk are described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023. As of ~~April 30,~~October 29, 2023, there have been no material changes to the financial market risks described as of January 29, 2023.

Foreign Exchange Rate Risk

The impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023. As of ~~April 30,~~October 29, 2023, there have been no material changes to the foreign exchange rate risks described as of January 29, 2023.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures

Disclosure Controls and Procedures

Based on their evaluation as of ~~April 30,~~October 29, 2023, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e) and 15d-15(e)) were effective to provide reasonable assurance.

Changes in Internal Control Over Financial Reporting

There were no changes that occurred during the ~~first~~third quarter of fiscal year 2024 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. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within 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 29, 2023. Also refer to Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 29, 2023 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 29, 2023 and Items 1A of our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2023 and July 30, 2023.

Purchasing or owning NVIDIA common stock involves investment 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 29, 2023, in Items 1A of our Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30, 2023 and July 30, 2023, and below. Additionally, any one of those risks could harm our business, financial condition and results of operations or reputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation.

Failure to ~~meet the evolving needs of our industry and markets may adversely impact our financial results.~~

~~Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards.~~

~~Our success depends on our ability to:~~

•timely identify industry changes, adapt our strategies, and develop new or enhance and maintain existing products and technologies that meet the evolving needs of these markets, including due to unexpected changes in industry standards or disruptive technological innovation that could render our products incompatible with products developed by other companies;

•~~develop or acquire new products and technologies through investments in research and development;~~

•~~launch new offerings with new business models including standalone software, cloud solutions, and software-, infrastructure-, or platform-as-a-service solutions;~~

•~~expand the ecosystem for our products and technologies;~~

•~~meet evolving and prevailing customer and industry safety, security, reliability expectations, and compliance standards;~~

•~~manage product and software lifecycles to maintain customer and end user satisfaction;~~

•develop, acquire, and maintain the internal and external infrastructure needed to scale our business, including our acquisitions integrations, customer support, e-commerce, IP licensing capabilities and cloud service capacity; and

•~~complete technical, financial, operational, compliance, sales and marketing investments for the above activities.~~

We have invested in research and development in markets where we have a limited operating history, which may not produce meaningful revenue for several years, if at all. If we fail to develop or monetize new products and technologies, or if they do not become widely adopted, our financial results could be adversely affected. Obtaining design wins may involve a lengthy process and depend on our ability to anticipate and provide features and functionality that customers will demand. They also do not guarantee revenue. Failure to obtain a design win may prevent us from obtaining future design wins in subsequent generations. We cannot ensure that the products and technologies we bring to market will provide value to our customers and partners. If we fail any of these key success criteria, our financial results may be harmed.

We offer enterprise customers NVIDIA AI cloud services directly and through our network of partners. Examples of these services include NVIDIA DGX Cloud, which includes cloud-based infrastructure and software for training and deploying AI models, and NVIDIA AI Foundations for customizable pretrained AI models. We have partnered with cloud service providers to host these services in their data centers, and we entered and may continue to enter into multi-year cloud service agreements to support these offerings and our research and development activities. The timing and availability of these cloud services has changed and may continue to change, impacting revenue, expenses and development timelines. NVIDIA AI cloud services may not be successful and will take time, resources and investment. We also offer or plan to offer standalone software solutions including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE, and several other software solutions. These new business models or strategies may not be successful and we may fail to sell any meaningful standalone software or services. We may incur significant costs and may not achieve any significant revenue from these offerings.

~~Failure to~~ estimate customer demand properly has led and could lead to mismatches between supply and demand.

We use third parties to manufacture and assemble our products, and we ~~have had and may in the future~~ have long manufacturing lead times. We are not provided guaranteed wafer, component and capacity supply, and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are ultimately inaccurate, as we have experienced ~~from time to time,~~in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and excess inventory, has varied across our market platforms, and has significantly harmed our financial results.

We build finished products and maintain inventory in advance of anticipated demand. While we have in the past entered and may in the future enter into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our product development cycles or enter new lines of business, which may require us to integrate new suppliers into our supply chain, creating additional supply chain complexity. Additionally, our ability to sell certain products has been and could be impeded if components from third parties that are necessary for the finished product are not available. This risk may increase as a result of our platform strategy. In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, the lead times on our orders may be extended. We have previously experienced and may continue to experience extended lead times of more than 12 months. We have paid premiums and provided deposits to secure future supply and capacity, which have increased our product costs and may continue to do so. If our existing suppliers are unable to scale their capabilities to meet our supply needs, we may require additional sources of capacity, which may require additional deposits. We may not have the ability to reduce our supply commitments at the same rate or at all if our revenue declines.

Many additional factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our products, or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:

•changes in product development cycles and time to market;

•competing technologies and competitor product releases and announcements;

•changes in business and economic conditions resulting in decreased end demand;

•sudden or sustained government lockdowns or actions to control case spread of global or local health issues;

•rapidly changing technology or customer requirements;

•~~time to market;~~

•new product introductions and transitions resulting in less demand for existing products;

•new or unexpected end use cases;

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

•business decisions made by third parties;

•the demand for accelerated or AI-related cloud services, including our own software and AINVIDIA DGX cloud ~~service offerings;~~services;

•changes that impact the ecosystem for the architectures underlying our products and technologies;

•the demand for our products relating to cryptocurrency ~~mining;~~mining, our Omniverse platform, third-party large language models and generative AI models; or

•government actions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.

~~Our supply, which includes inventory on hand,~~Demand for our data center systems and products has surged over the last three quarters and our demand visibility extends into next year. To meet this expected demand, we have increased our purchase obligations with existing suppliers, added new suppliers, and entered into prepaid supply and capacity ~~agreements, has grown significantly due to recent~~agreements. These increased purchase volumes, the number of suppliers, and the integration of new suppliers into our supply chain, ~~conditions~~may create more supply chain complexity and ~~long lead times, complexity of our products, and changes in demand.~~execution risk. We ~~have entered and~~ expect to continue to enter into supplier and capacity ~~prepayment arrangements. We have procured substantially higher Data Center~~arrangements and expect our supply ~~for the second half compared~~ to ~~the first half of fiscal year 2024.~~increase each quarter through next year. We may incur inventory provisions or impairments if our inventory or supply ~~and~~or capacity commitments ~~are misaligned with~~exceed demand for our ~~products.~~products or demand declines.

Our customer orders and longer-term demand ~~predictions~~estimates may change or may not be correct, as we have experienced ~~from time to time.~~in the past. Product transitions are complex and can ~~negatively~~ impact our revenue as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support new products. ~~Our~~Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture ~~transitions~~ of our Data Center, Professional Visualization, and Gaming ~~products~~products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI opportunities. The increased frequency of these transitions may ~~impair our ability to predict demand and impact~~magnify the challenges associated with managing our supply ~~mix.~~and demand due to long manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. We have experienced and may in the future experience reduced demand for current generation architectures when customers anticipate transitions, and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions. If we are unable to execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. In addition, the bring up of new product architectures is complex due to functionality challenges and quality concerns not identified in manufacturing testing. These product quality issues may incur costs, increase our warranty costs, and delay further production of our architecture. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs.

~~We sell most of our products~~Our End Customers often do not purchase directly from us but purchase through multiple original equipment manufacturers, original device manufacturers, system integrators, distributors, and other channel ~~partners, who sell to distributors, retailers, and/or end customers.~~partners. As a result, the decisions made by our multiple original equipment manufacturers, original device manufacturers, system integrators, distributors, and other channel partners, ~~distributors, retailers,~~ and in response to changing market conditions and changes in end user demand for our products have impacted and could in the future continue to impact our ability to properly forecast demand, particularly as they are based on estimates provided by various downstream parties.

If we underestimate our customers' future 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. 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 contract manufacturers may experience supply constraints. If we cannot procure sufficient supply to meet demand or otherwise 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. Additionally, since some of our products are part of a

complex data center buildout, supply constraints or availability issues with respect to any one component have had and may have a broader revenue impact.

If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including due to channel pricing programs that we have implemented and may continue to implement, as a result of our overestimation of future demand, and we may need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to continue to do so for other products in the future. We have also written-down our inventory, incurred cancellation

penalties, and recorded impairments. These impacts were amplified by our placement of non-cancellable and non-returnable purchasing terms, well in advance of our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of these impacts has increased and may continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply. All of these factors may negatively impact our gross margins and financial results.

We build technology and products for use cases and applications that may be new or may not yet exist, such as NVIDIA DGX cloud services, NVIDIA AI Foundations, our Omniverse platform, third-party large language models and generative AI models. Our demand estimates for ~~these~~new use cases, applications, and ~~applications~~services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and ~~applications.~~services. New technologies such as generative AI models have emerged, and while they have driven increased demand for Data Center compute infrastructure, the ~~long--term~~long-term trajectory is unknown. Because our products may be used in multiple use cases and applications, it is difficult for us to estimate with any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. Additionally, we started shipping our CPU product offerings, the Grace CPU and Grace Hopper Superchips, in the third quarter of fiscal year 2024. Our ability to adequately predict our CPU demand may create volatility in our revenue or supply levels.

Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to our supply continuity, could have a material adverse impact on us.

The use of our GPUs other than that for which they were designed and marketed, including new and unexpected use cases, has impacted and can in the future impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, several years ago, our Gaming GPUs began to be used for mining digital currencies 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, has 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 Ethereum 2.0 merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased aftermarket sales of our GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. We previously introduced Lite Hash Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and provided cryptocurrency mining processors, or CMP, products in an effort to address demand from gamers and direct miners to CMP. Following the Ethereum 2.0 merge, NVIDIA Ampere and Ada Lovelace GPU architectures no longer include LHR. In general, 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 and reseller marketplaces compete with our new products and distribution channels.

Additionally, we depend on developers, customers, and other third parties to build, enhance, and maintain accelerated computing applications that leverage our platforms. We also rely on third-party content providers and publishers to make their content available on our platforms such as GeForce NOW. Failure by

developers, customers, and other third parties to build, enhance, and maintain applications that leverage our platforms, or failure by third-party content providers or publishers to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adversely affect customer demand.

~~Adverse economic conditions may~~International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.

~~Economic~~We sell our products internationally, and ~~industry uncertainty or changes, including recession or slowing growth, inflation, changes or uncertainty~~we also have operations and conduct business internationally. Our semiconductor wafers are manufactured, assembled, tested and packaged by third parties located outside of the United States, and we generated 65% and 62% of our revenue during the third quarter and first nine months of fiscal year 2024 from sales outside of the United States, respectively. Due to recent USG licensing requirements, we expect that our sales to China and other affected destinations will decline significantly in the fourth quarter of fiscal ~~monetary, or trade policy, disruptions~~year 2024. The global nature of our business subjects us to ~~capital markets~~a number of risks and the banking system, currency fluctuations, higher interest rates, tighter credit, lower capital expenditures by businesses, including on IT infrastructure, increases in unemployment, labor shortages, and lower consumer confidence and spending,uncertainties, which have had in the past ~~and/or~~and could in the future have a material adverse ~~wide-ranging effects~~effect on our business, financial condition and ~~financial~~ results ~~including:~~

•~~increased costs for wafers, components, logistics,~~of operations, including domestic and ~~other supply chain expenses,~~international economic and political conditions between countries in which ~~have negatively impacted our gross margin~~we and ~~may continue to do so;~~

•~~increased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have reduced and may in the future reduce our margins;~~

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

•~~the inability of~~ our suppliers and manufacturers do business, government lockdowns to ~~deliver on their supply commitments~~control case spread of global or local health issues, differing legal standards with respect to usprotection of IP and ~~our customers’ or our licensees’ inability~~employment practices, domestic and international business and cultural practices that differ, disruptions to ~~supply products to customers~~capital markets, counter-inflation policies, and/or ~~end users;~~

•~~limits on our ability to forecast operating results~~currency fluctuations, and ~~make business decisions;~~

•the insolvency of key suppliers, distributors, customers, cloud service providers, data center providers, licensing parties, or other third parties we rely on; reduced profitability may also cause some customers to scale back operations, exit businesses, or file for bankruptcy protection and potentially cease operations; lead to mergers, consolidations or strategic alliances among other companies, 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. Adverse developments affecting financial institutions, such as bank failures, or concerns or speculation about similar events or risks, could lead to market-wide liquidity problems and other disruptions, which could impact our customers’ ability to fulfill their payment obligations to us, our vendors’ ability to fulfill their contractual obligations to us, or our ability to fulfill our own obligations.

Additionally, we maintain an investment portfolio of various holdings, types, and maturities. These investments are subject to general credit, liquidity, market, and interest rate risks, which may be exacerbated by market downturns or events that affect global financial markets as described above. A majority of our investment portfolio comprises U.S. government securities. A decline in global financial markets for long periods or a downgrade of the U.S. government credit rating due to an actual or threatened default on government debt could result in higher interest rates, a decline in the value of the U.S. dollar, reduced market liquidity, or other adverse conditions. These factors could cause an unrealized or realized loss position in our investments or require us to record impairment charges.

Product, system security, and data protection breaches, as well as cyber-attacks, have the potential to disrupt our operations, reduce our expected revenue, increase our expenses, and significantly harm our business and reputation.

Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks are increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement adequate preventative measures.

Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restoring from backups is delayed or not feasible.

Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors now engage and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts and during timesnatural disasters, acts of war or other major conflicts, we and the third parties upon which we rely may be vulnerable to a heightened risk of cyber-attacks that could materially disrupt our ability to provide services and products. We may also face cybersecurity threats due to error or intentional misconduct by employees, contractors, or other third-party service providers. Furthermore, we rely on products and services provided by third-party suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure, encryption and authentication technology, employee email,military actions, terrorism, public health issues, and other ~~functions, which exposes us to supply-chain attacks or other business~~

disruptions. We cannot guarantee that third parties and infrastructure in our supply chain or our partners’ supply chains have not been compromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technology systems, including our products and services, or the third-party information technology systems that support our services. We may also incorporate third party data into our AI algorithms or use open-source datasets to train our algorithms; these datasets may be flawed, insufficient, or contain certain biased information. We may have limited insight into the data privacy or security practices of third-party data suppliers for our AI algorithms. Our ability to monitor these third parties’ information security practices is limited, and they may not have adequate information security measures in place. In addition, if one of our third-party suppliers suffers a security breach, our response may be limited or more difficult because we may not have direct access to their systems, logs and other information related to the security breach. Additionally, we are incorporated into the supply chain of a large number of entities worldwide and, as a result, if our products or services are compromised, a significant number of our customers and their data could be affected, which could result in potential liability and harm our business.

To defend against cyber-attacks, we must continuously engineer more secure products and enhance security and reliability features, which is expected to result in increased expenses. We must also continue to develop our security measures, including training programs and security awareness initiatives, to ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers, applicable industry standards, and government regulations. While we invest in training programs and security awareness initiatives and take steps to detect and remediate certain vulnerabilities that we have identified, we may not always be able to prevent threats or detect all vulnerabilities in our security controls, systems or software, including third-party software we have installed, as such threats and techniques change frequently and may not be detected until after a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address identified vulnerabilities. These vulnerabilities could result in reputational and financial harm.

We hold confidential, sensitive, personal, and proprietary information, including information from partners and customers. Breaches of our security measures, along with reported or perceived vulnerabilities or unapproved dissemination of proprietary information or sensitive or confidential data about us or third parties could expose us and the parties affected to a risk of loss or misuse of this information, potentially resulting in litigation and subsequent liability, regulatory inquiries or actions, damage to our brand and reputation or other harm, including financial, to our business. For example, we hold proprietary game source code from third-party partners in our GFN service. Breaches of our GFN security measures, which have happened in the past, could expose our partners to a risk of loss or misuse of this source code, damage both us and our partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely on experience a security incident, which has occurred in the past, or are perceived to have experienced a security incident, we may experience adverse consequences, including government enforcement actions, additional reporting requirements and/or oversight, restrictions on processing data, litigation, indemnification obligations, reputational harm, diversion of funds, financial loss, loss of data, material disruptions in our systems and operations, supply chain, and ability to produce, sell and distribute our goods and services, and other similar harms. Inability to fulfill orders, delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial results, stock price and reputation. In addition to experiencing a security incident, third parties may gather, collect, or infer sensitive information about us from public sources, data brokers, or other means that reveals competitively sensitive details about our organization and could be used to harm our business.catastrophic events.

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, supplier disruptions, terrorist attacks, or acts of violence, political and/or civil unrest, acts of war or other military actions, epidemics or pandemics, abrupt regulatory deterioration, 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~~may harm our business, financial condition and results of operations. Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the manufacture of our product components and final assembly of our products are concentrated may result in changing regulatory requirements, and other disruptions that could impact our operations and operating strategies, product demand, access to global markets, hiring, and profitability. For example, other countries have restricted and may continue in the future to restrict business with the State of Israel, where we have engineering, sales support operations and manufacturing, and companies with Israeli operations, including by economic boycotts. 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, power shortages, information technology system failures, military actions or economic, business, labor, environmental, public health, or political issues. 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.

We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,400 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in the third quarter of fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a significant number and percentage of our employees have

been called-up for active military duty in Israel. Accordingly, some of our employees in Israel may be absent for an extended and indeterminate period, which may cause disruption to our product development or operations. In the third quarter of fiscal year 2024, we did not experience any significant impact or expense to our business; however, if the conflict is extended, it could impact future product development, operations, and revenue or create other uncertainty for our business.

Additionally, interruptions or delays in services from ~~cloud service providers,~~CSPs, data center co-location partners, and other third parties on which we rely, ~~for any reason,~~ including due to the events described above or other events such as the insolvency of these parties, could impair our ability to provide our products and services and harm our business. As we increase our reliance on these third-party systems and services, our exposure to damage from service interruptions, defects, disruptions, outages, shortages and other performance and quality problems may increase.

~~Climate change may have a long-term impact~~ Data centers depend on ~~our business.~~

~~Climate change may have an increasingly adverse impact on our business~~access to clean water and ~~those of our customers, partners and vendors. Water and~~predictable energy. Power or water shortages, or regulations that limit energy or water availability, and reliability in the communities where we conduct business is critical, and certain of our facilities may be vulnerable to the impacts of extreme weather events. Extreme heat and wind coupled with dry conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse implications for our Santa Clara, California headquarter offices and data centers, including impairingcould impair the ability of our ~~employees~~customers to ~~work effectively. Climate change, its~~expand their data center capacity and consume our products and services.

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

We have acquired and invested and may continue to do so in businesses that offer products, services and technologies that we believe will help expand or enhance our existing strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our ability to grow our business, develop new products or sell our products and ultimately could have a negative impact on our ~~supply chain~~financial results. If we pursue a particular transaction, we may limit our ability to enter into other transactions that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to delays and ~~critical infrastructure worldwide, and its potential to increase political instability~~challenges in ~~regions where~~obtaining regulatory approvals, we our customers, partners and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. Although we maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and broad exclusions, and our insurance providers may be unable ~~or unwilling~~ to ~~pay a claim. Losses~~pursue other transactions, we may not ~~covered by insurance~~be able to retain critical talent from the target company, technology may evolve and make the acquisition less attractive, and other changes can take place which could reduce the anticipated benefits of the transaction and negatively impact our business. Regulators could also impose conditions that reduce the ultimate value of our acquisitions. In addition, to the extent that our perceived ability to consummate acquisitions has been harmed, future acquisitions may be ~~large, which~~more difficult, complex or expensive. Further, our investments in publicly traded companies could ~~harm~~create volatility in our results and may generate losses up to the value of the investment. In addition, we have invested and may continue to invest in private companies to further our strategic objectives and to support certain key business initiatives. These companies can include early-stage companies still defining their strategic direction. Many of the instruments in which we invest are non-marketable and illiquid at the time of our initial investment, and we are not always able to achieve a return. To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment. Our investment portfolio may contain industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses. We face additional risks related to acquisitions and strategic investments, including the diversion of capital and other resources, including management’s attention; difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining governmental, regulatory approval or restrictions or other consents and approvals or financing; legal proceedings initiated as a result of an acquisition or investment; and potential failure of our due diligence processes to identify significant issues with the assets or company in which we are investing or are acquiring.

Additional risks related to acquisitions include, but are not limited to:

•difficulty in integrating the technology, systems, products, policies, processes, or operations and ~~financial condition.~~integrating and retaining the employees, including key personnel, of the acquired business;

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

•integrating accounting, forecasting and ~~customers may also be subject to climate-related laws, regulations~~controls, procedures and ~~lawsuits. Regulations relating to carbon taxes, fuel or energy taxes,~~reporting cycles;

•coordinating and ~~pollution limits, such as proposed SEC rules and the EU Corporate Sustainability Reporting Directive, could result~~integrating operations, particularly in ~~greater direct costs, including costs associated with changes to manufacturing processes or the procurement of raw materials used~~countries in manufacturing processes, increased capital expenditures to improve facilities and equipment, and higher compliance and energy costs to reduce emissions, other compliance costs, as well as greater indirect costs resulting from our customers and/or suppliers incurring additional compliance costs that are passed on to us. These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities. Stakeholder groups may find us insufficiently responsive to the implications of climate change, and thereforewhich we ~~may face legal action or reputational harm. We may~~do not achieve our stated goals to source 100% of our global electricity use from renewable energy by the end of fiscal year 2025 and annually thereafter and to engage manufacturing suppliers comprising at least 67% of our scope 3 category 1 greenhouse gas emissions with the goal of effecting supplier adoption of science-based targets aligned with limiting temperature rise to 1.5 degrees Celsius by the end of fiscal year 2026, which could harm our reputation, or we may incur additional, unexpected costs to achieve such goals. We may also experience contractual disputes due to supply chain delays arising from climate change-related disruptions, which could result in increased litigation and costs.currently operate;

3840

~~We also face risks related~~•stock price impact, fines, fees or reputation harm if we are unable to ~~business trends that may be influenced by climate change concerns. Our business could be negatively impacted by decreased demand~~obtain regulatory approval for ~~computationally powerful but energy intensive products, such as~~an acquisition or are otherwise unable to close an acquisition;

•potential issuances of debt to finance our ~~GPUs, despite their energy efficient design~~acquisitions, resulting in increased debt, increased interest expense, and ~~operation, and/~~compliance with debt covenants or ~~by increased consumer or customer expectations around~~ other restrictions;

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

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

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

•exposure to additional cybersecurity risks and vulnerabilities; and

•impairment of relationships with, or loss of our or our target’s employees, vendors and customers.

For example, when integrating acquisition target systems into our own, we have experienced and may continue to experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes with our key suppliers and customers, and training and change management needs of integration personnel. These challenges have impacted our results of operations and may continue to do so in the future.

We receive a significant amount of our revenue from a limited number of ~~customers~~partners and distributors and we have a concentration of sales to End Customers, and our revenue could be adversely affected if we lose or are prevented from selling to any of these ~~customers.~~End Customers.

We receive a significant amount of our revenue from a limited number of customers within our distribution and partner network. Sales to Customer A represented 12% of total revenue for the third quarter of fiscal year 2024, and sales to Customer B represented 11% of total revenue for the first nine months of fiscal year 2024, both of which were attributable to the Compute & Networking segment. With several of these ~~distributors and~~channel partners, we are selling multiple ~~target market platforms~~products and systems in our portfolio through their channels. Our operating results depend on sales within our partner network, as well as the ability of these partners to sell products that incorporate our processors. In the future, these partners may decide to purchase fewer products, not to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. Because most of our sales are made on a purchase order basis, our customers can generally cancel, change or delay product purchase commitments with little notice to us and without penalty. Our partners or customers may develop their own solutions; our customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in the markets for which they purchase our products, all of which may alter partners’ or customers’ purchasing patterns. Our sales to Customer A and Customer B were largely in support of two End Customers. One End Customer is estimated to have represented approximately 15% and 17% of total revenue for the third quarter and first nine months of fiscal year 2024, respectively. A second End Customer is estimated to have represented approximately 13% and 10% of total revenue for the third quarter and first nine months of fiscal year 2024, respectively. Both of these End Customers were primarily attributable to our Compute & Networking segment. Our estimated Compute & Networking ~~end customer~~End Customer demand is ~~concentrated among a few large cloud service providers and consumer internet companies. Some of these large companies~~expected to remain concentrated. Our customers sell to End Customers. Our End Customers often do not purchase directly from us but ~~often~~ purchase through ~~several~~multiple original equipment manufacturers, original device manufacturers, system ~~builders~~integrators, distributors, and other channel partners. ~~We expect this trend will continue.~~ If end demand increases or our finished goods supply availability is concentrated near a quarter end, the system ~~builders~~integrators, distributors, and channel partners may have limited ability to increase their credit, which could impact the timing and amount of our revenue. The loss of any of our large customers, a significant reduction in purchases by them, our inability to sell to a customer due to U.S. or other countries’ trade restrictions, or any difficulties in collecting accounts receivable would likely harm our financial condition and results of operations.

Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.

Our operating results have in the past fluctuated and may continue to fluctuate due to numerous factors described in these risk factors. Therefore, investors should not rely on past comparisons of our results of operations as an indication of our future performance. Additional factors that could affect our results of operations include, but are not limited to:

•~~our ability to adjust spending to offset revenue shortfalls due to the multi-year development cycle for some of our products and services;~~

•~~our ability to comply with our contractual obligations to customers;~~

•our extended payment term arrangements with certain customers, the inability of some customers to make required payments, our ability to obtain credit insurance for customers with extended payment terms, and customer bad debt write-offs;

•~~our vendors' payment requirements;~~

•~~unanticipated costs associated with environmental liabilities; and~~

•~~changes in financial accounting standards or interpretations of existing standards.~~

Any of the factors discussed above could prevent us from achieving our anticipated financial results. For example, we have granted and may continue to grant extended payment terms to some customers, particularly during macroeconomic downturns, which could impact our ability to collect payment. Our vendors have requested and may continue to ask for shorter payment terms, which may impact our cash flow generation. These arrangements reduce the cash we have available for general business operations. In addition, the timing of our operating expenses and investments may lag our revenue growth, creating volatility or periods where current profitability may not be sustainable. Failure to meet our expectations or the expectations of our investors or security analysts is likely to cause our stock price to decline, as it has in the past, or experience substantial price volatility.

Our 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, including the Foreign Corrupt Practices Act; 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 negatively impact our business operations and ability to manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate applicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations to which we are subject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs and/or further restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity vulnerabilities and ~~risks,~~risks. Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, and ~~enforcement activity resulting~~China. For example, the French Competition Authority collected information from ~~growing public concern over concentration~~us regarding our business and competition in the graphics card and cloud service provider market as part of ~~economic power~~an ongoing inquiry into competition in ~~corporations.~~those markets. We have also received requests for information from regulators in the European Union and China regarding our sales of GPUs and our efforts to allocate supply, and we expect to receive additional requests for information in the future. Revisions to laws or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our shipments. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our business and results of operations.

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 and restrictions on the activities of U.S. persons, trade and economic sanctions, decrees, quotas or other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and 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 time to time), and generally fulfill our contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export control laws or sanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.

For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which blocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted ~~end customer~~End Customer sales in EMEA and may continue to do so in the future.

The increasing focus on the risks and strategic importance of AI technologies has ~~already~~ resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI, and may in the future result in additional restrictions impacting some or all of our product and service offerings.

Concerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications, models, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, refining, and deploying large language models. Such restrictions have limited and could in the future limit the ability of downstream customers and users worldwide to acquire, deploy, and use systems that include our products, software, and services, and negatively impact our business and financial results.

Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies. As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of

export control restrictions proposed by stakeholders in the U.S. and its ~~allies,~~allies. The United States has imposed unilateral controls restricting GPUs and associated products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and

application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to China, and could negatively impact our manufacturing, testing, and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could negatively and materially impact our business, revenue, and financial results. Export controls targeting GPUs and semiconductors associated with AI, which have been imposed and are increasingly likely to be further tightened, would further restrict our ability to export our technology, products, or services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results. ~~Potential export~~Export controls targeting GPUs and semiconductors associated with AI have subjected and may ~~also~~in the future subject downstream users of our products to additional restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability offor our cloud service providers and customers to provide services to their ~~end customers,~~End Customers, even outside China.

Export controls could disrupt our supply chain and distribution channels, ~~even for our gaming products,~~ negatively impacting our ability to serve demand, ~~even~~including in markets outside ~~China.~~China and for our gaming products. Even the possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our products, benefitting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to impose compliance burdens on our business and our customers, negatively and materially impacting our business.

Increasing use of economic sanctions and export controls has impacted and may ~~also~~in the future impact demand for our products or services, negatively impacting our business and financial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our sales and our efforts to supply the China market, and if they conclude that we have violated any applicable law in China or the commitments we entered at the close of our Mellanox acquisition, this could subject us to various penalties or restrictions on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.

During the third quarter of fiscal year 2023, the USG announced export restrictions and export licensing requirements targeting China’s semiconductor and supercomputing industries. These restrictions impact exports of certain chips, as well as software, hardware, equipment, and technology used to develop, produce, and manufacture certain chips, to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits. The ~~license~~licensing requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circuits. There are also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in China. During the second quarter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

On October 17, 2023, the USG announced new and updated licensing requirements effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products.

Following ~~the 2022~~these export controls, we transitioned some operations, including certain testing, validation, and supply and distribution operations out of China and Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distribution operations,

as well as our revenue, during any such transition period.

We are working to expand our Data Center product portfolio to offer new regulation-compliant solutions, including those for which the USG does not wish to have ~~sold alternative products in China not subject to the license requirements, such as our A800 or H800 offerings.~~any advance notice before each shipment. To the extent that a customer requires products covered by the ~~license~~licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant ~~any exemptions or licenses for any customer,~~such a license, or that the USG will act on ~~them~~the license application in a timely ~~manner.~~manner or at all. The USG is evaluating license requests in a non-public process that does not have clear standards or an opportunity for review. The requirements have a disproportionate impact on NVIDIA and already have disadvantaged and may in the future disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new restrictions or may be able to acquire licenses for their products.

Management of these new license and other requirements is complicated and time consuming. Our ~~results and~~ competitive position has been harmed, and our competitive position and future results may be further harmed, over the long-term, if there are further changes in the USG’s export controls, ~~if customers in China do not want to purchase our alternative~~including further expansion of the geographic, customer, or product ~~offerings,~~scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant customers, or if we incur significant transition costs. ~~Additionally, if we are unable to sell our alternative product offerings in China, we may have excess inventory, harming our~~

~~results.~~ Even if the USG grants any requested licenses, the licenses may be temporary or impose burdensome conditions that we cannot or choose not to fulfill. The ~~new~~licensing requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain, and encourage customers in China to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.

Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may ~~unilaterally~~again change the export control rules at any time and further subject a ~~wide~~wider range of our products ~~including but not limited to A800, H800, and gaming products such as RTX 4090,~~ to export restrictions and licensing requirements, negatively impacting our business and financial results.In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the ~~license~~licensing requirements, effectively excluding us from all or part of the China ~~market.~~market, as well as other impacted markets, including the Middle East. For example, the USG ~~has been under pressure from some commentators~~is seeking to impose ~~strict~~ conditions to limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, for ~~export, such as requirements that every GPU above a certain capability include tamper-proof means to automatically detect the configuration~~example by requiring chip tracking and ~~use of a system as well as an “auto-kill” or “auto-throttle” mechanism~~throttling mechanisms that would disable or impair GPUs if certain system or use conditions are detected. ~~Such restrictions would be infeasible,~~The USG has already imposed export controls restricting certain gaming GPUs, and if ~~imposed by~~ the USG ~~would be tantamount~~expands such controls to ~~a blanket export control on products exceeding the thresholds. Export controls restricting our~~restrict additional gaming products, ~~such as RTX 4090,~~it may disrupt a significant portion of our supply and distribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong. Export controls restricting our ability to sell datacenter GPUs may also negatively impact demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as high-speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training. Any new control that impacts a ~~wide~~wider range of our products ~~including but not limited to A800, H800, and RTX4090~~ would likely have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside the scope of such control. Excessive or shifting export controls have already and may ~~also~~in the future encourage customers outside China and other impacted regions to “design-out” certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. As a result, excessive or shifting export controls may negatively impact demand for our products and services not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls.

Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Gaming revenue, and increased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may impose restrictions on the sale to certain ~~end customers~~End Customers of our products, or any products containing components made by our partners and suppliers. For example, the Chinese government ~~recently~~ announced restrictions relating to certain sales of products containing certain products made by Micron, a supplier of ours. Further restrictions on our products or the products of our suppliers could negatively impact our business and financial results.

Finally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan, would negatively impact our business and financial results.

Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.

Concerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. We are increasingly building AI capabilities into many of our products and services, and we also offer stand-alone AI applications. AI poses emerging legal, social, and ethical issues and presents risks and challenges that could affect its adoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences or are controversial because of their impact on human rights, privacy, employment, or other social, economic, or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI models and systems offered through our sales channels, we may experience brand or reputational harm, competitive harm or legal liability. Complying with multiple regulations from different jurisdictions related to AI could increase our cost of doing business, or may change the way

that we operate in certain ~~jurisdictions.~~jurisdictions, or may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with regulations. Compliance with government regulation ~~in the area~~ of AI, ~~use and ethics~~including under proposed legislation regulating AI in jurisdictions such as the European Union as well as under any U.S. regulation adopted in response to the Biden administration’s Executive Order on AI, may also increase the cost of related research and development, and create additional reporting and/or transparency requirements. For example, regulation adopted in response to the Executive Order on AI could require us to notify the USG of certain safety test results and other information. Furthermore, changes in AI-related regulation could disproportionately impact and disadvantage us and require us to change our business practices, which may negatively impact our financial results. Our failure to address concerns and regulation relating to the responsible use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products and services or cause reputational or financial harm.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, ~~AND~~ USE OF PROCEEDS, AND ISSUER PURCHASES OF EQUITY SECURITIES

Issuer Purchases of Equity Securities

During the third quarter and first nine months of fiscal year 2024, we repurchased 8.3 million and 15.9 million shares of our common stock for $3.72 billion and $7.01 billion, respectively. On ~~May 23, 2022,~~August 21, 2023, our Board of Directors ~~increased and extended~~approved an increase to our share repurchase program ~~to repurchase~~of an additional ~~common stock up to a total of $15~~$25.00 billion, ~~through December 2023. Since the inception of our share repurchase program, we have repurchased an aggregate of 1.10 billion shares for a total cost of $17.12 billion through April 30, 2023.~~without expiration. As of ~~April 30,~~October 29, 2023, we ~~are~~were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to ~~$7.23 billion through December 2023. We did not repurchase any shares during the first quarter of fiscal year 2024.~~$25.24 billion.

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 Exchange Act, 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 third quarter and first ~~quarter~~nine months of fiscal year 2024, we paid $99 million and $296 million, respectively, in ~~quarterly~~ cash dividends. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

The following table presents details of our share repurchase transactions during the third quarter of fiscal year 2024:


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)	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)
July 31, 2023 - August 27, 2023	2.2	$	444.16	2.2	$	27.95
August 28, 2023 - September 24, 2023	2.6	$	456.81	2.6	$	26.78
September 25, 2023 - October 29, 2023	3.5	$	436.44	3.5	$	25.24
Total	8.3			8.3

From October 30, 2023 through November 17, 2023, we repurchased 0.8 million shares for $366 million pursuant to a Rule 10b5-1 trading plan

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~~RSU awards under our employee equity incentive program. During the third quarter and first ~~quarter~~nine months of fiscal year 2024, we withheld approximately 2 million and 5 million shares, respectively, for a total value of ~~$507 million.~~$764 million and $1.94 billion, respectively.

~~Recent Sales of Unregistered Securities and Use of Proceeds~~

ITEM 5. OTHER INFORMATION

On ~~February 9,~~August 27, 2023, ~~we issued~~Debora Shoquist, Executive Vice President, Operations, adopted a ~~total~~trading arrangement that is intended to satisfy the affirmative defense conditions of ~~74,840~~Rule 10b5-1(c) for the sale through November 29, 2024 of up to 81,500 shares of our common ~~stock as consideration in connection with an acquisition in~~stock.

On October 6, 2023, Donald Robertson, Vice President and Chief Accounting Officer, adopted a ~~private transaction exempt from~~trading arrangement that is intended to satisfy the ~~registration requirements~~affirmative defense conditions of Rule 10b5-1(c) for the ~~Securities Act~~sale through December 18, 2025 of ~~1933, as amended, or the Securities Act, pursuant~~up to ~~Section 4(a)(2)~~3,500 shares of ~~the Securities Act and Regulation D promulgated under the Securities Act.~~our common stock.

4346

ITEM 6. EXHIBITS

Exhibit No. Exhibit Description Schedule
/Form File Number Exhibit Filing Date
3.1
Bylaws of NVIDIA Corporation, Amended and Restated as of March 2, 2023
8-K 000-23985 3.1 3/8/2023
10.1+
Variable Compensation Plan - Fiscal Year 2024
8-K 000-23985 10.1 3/8/2023
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.~~

Exhibit No.

Exhibit Description

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.

# 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.

4447

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: ~~May 26,~~November 21, 2023


			NVIDIA Corporation
By:			/s/ Colette M. Kress

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

4548