As filed with the Securities and Exchange Commission on October 2, 2000.
December 19, 2003
Registration No. 333- - -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------

FORM S-3
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------

NVIDIA CORPORATION
(ExactCorporation
(Exact name of registrant as specified in its charter)
---------------
Delaware 94-3177549
(State of incorporation ) (I.R.S. Employer Identification No.)
3535 Monroe Street

Delaware 94-3177549
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
2701 San Tomas Expressway
Santa Clara, CA 95051
California 95050
(408) 615-2500
(Address,486-2000
(Address, including zip code, and telephone number, including area code, of Registrant'sRegistrant’s principal executive offices)
---------------

Jen-Hsun Huang
President and Chief Executive Officer
NVIDIA Corporation
3535 Monroe Street

2701 San Tomas Expressway
Santa Clara, CA 95051
California 95050
(408) 615-2500
(Name,486-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
services)
Copies to:
James
Eric C. Gaither
Karyn S. Tucker
Virginia C. Edwards
Alyssa R. Harvey
Heather L. McCormick
Cooley GodwardJensen, Esq.
COOLEY GODWARD LLP
One Maritime Plaza, 20th Floor
San Francisco, CA 94111
(415) 693-2000

Five Palo Alto Square
3000 El Camino Real
Palo Alto, California 94306
(650) 843-5000
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
registration statement.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [_]
¨
If any of the securities being registered on this Formform are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X]
x
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
¨
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_]
¨
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_]
¨
CALCULATION OF REGISTRATION FEE

- -------------------------------------------------------------------------------
------------------------------------------------------------------------------
Title of Each Class of
Securities To Be Registered (1) Proposed Maximum
Aggregate Offering Price (2) Amount of
Registration Fee (3)
Common Stock, par value $0.001 per share — —
Preferred Stock, par value $0.001 per share — —
Warrants — —
Debt Securities — —
Total $ 500,000,000 $ 40,450

Title(1) There are being registered hereunder such indeterminate number of Classshares of common stock and preferred stock, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities and such indeterminate principal amount of debt securities as shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of common stock, preferred stock and debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities.
(2) The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act of 1933, as amended.
(3) Calculated pursuant to Proposed Maximum AmountRule 457(o) under the Securities Act of be Registered Aggregate Offering Price(1) Registration Fee(2)
- ----------------------------------------------------------------------------------

Common Stock, par value $.001 per
share(3)........................
- ----------------------------------------------------------------------------------
Debt Securities(4)............... (5) (5)
- ----------------------------------------------------------------------------------
Total......................... $200,000,000(6) $52,800
1933, as amended.

- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
(1) Such amount in U.S. dollars as shall result in an aggregate initial
offering price for all securities of $200.0 million. The Prospectus herein
covers $680.0 million of securities, including securities for which the
registration fee has been previously paid in connection with the
registration statements referred to below.
(2) Calculated pursuant to Rule 457(o) under the Securities Act.
(3) Subject to note 6 below, there is being registered an indeterminate number
of shares of common stock of the registrant as may be sold from time to
time.
(4) Subject to note 6 below, there is being registered hereunder an
indeterminate principal amount of debt securities of the registrant as may
be sold, from time to time, by us. If any debt securities are issued at an
original issue discount, then the offering price shall be in such greater
principal amount at maturity as shall result in aggregate gross proceeds
to the registrant not to exceed $200.0 million less the gross proceeds
attributable to any securities previously issued pursuant to this
registration statement.
(5) Not required to be included in accordance with General Instructions II.D.
of Form S-3 under the Securities Act.
(6) In no event will the aggregate offering price of all securities issued
from time to time pursuant to this registration statement exceed $200.0
million. The securities registered hereunder may be sold separately or as
units with other securities registered hereunder.
---------------
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus which
forms a part of this Registration Statement also relates to the $400,000,000
initial offering price of securities registered under the Registrant's
Registration Statement on Form S-3, File No. 333-33560, which was declared
affective on April 24, 2000, and the $80,000,000 additional offering price of
securities registered under the Registrant's Registration Statement on Form S-
3, File No. 333-46650, which was effective upon filing under Rule 462(b) of
the Securities Act of 1933.

The registrant hereby amends this Registration Statementregistration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statementregistration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statementregistration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

Explanatory Note

This Registration Statement contains a prospectus supplement relating to a
public offering of an aggregate of 1,400,000 shares of our common stock,
$0.001 par value per share (the "Equity Supplement"), followed immediately by
a prospectus supplement relating to a concurrent offering of $300.0 million
aggregate principal amount of our % convertible subordinated notes due 2007
(the "Debt Supplement").
The prospectus for each of the Equity Supplement and
the Debt Supplement follows the Debt Supplement in this Registration
Statement.

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement is not complete and may be +
+changed. These securitieschanged. We may not be soldsell these securities or accept an offer to buy these securities until the registration statement +
+filedfiled with the Securities and Exchange Commission is effective. This +
+prospectus supplement and the accompanying prospectus areis not an offer to +
+sellsell these securities and we are not soliciting offersan offer to buy these +
+securitiessecurities in any state where suchthe offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Filed Pursuant
Subject To Completion, Dated December 19, 2003
PROSPECTUS
NVIDIA CORPORATION
$500,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
From time to Rule 424(b)(2)
Registration No. 333-33560
PROSPECTUS SUPPLEMENT (Subject to Completion) Issued October 2, 2000
(To Prospectus dated October 2, 2000)

1,400,000 Shares

[NVIDIA CORPORATION LOGO]

COMMON STOCK

-----------

NVIDIA is offering 1,400,000 shares of its common stock.

-----------

Thetime, we may sell common stock, is quoted on the Nasdaq National Market under the symbol
"NVDA." On September 29, 2000, the reported last sale price of the commonpreferred stock, on the Nasdaq National Market was $81.875 per share.

-----------

Concurrently with this offering, we also separately are offering $300.0 million
aggregate principal amount of our % convertible subordinated notes due 2007.
The completion of this offering is not contingent upon the completion of the
concurrent notes offering.

-----------

Investing in the common stock involves risks. See "Risk Related to This
Offering" on page S-4 of this prospectus supplement and "Risk Factors"
beginning on page 4 of the prospectus.

-----------

PRICE $ A SHARE

-----------

Underwriting
Discounts and Proceeds to
Price to Public Commissions NVIDIA
--------------- ------------- -----------

Per Share................. $ $ $
Total..................... $ $ $
debt securities and/or warrants.
We have granted the underwriters the right to purchase up to an additional
210,000 shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have not
approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on , 2000.

-----------

MORGAN STANLEY DEAN WITTER

PRUDENTIAL VOLPE TECHNOLOGY
a unit of Prudential Securities

ROBERTSON STEPHENS

THOMAS WEISEL PARTNERS LLC

, 2000

TABLE OF CONTENTS

Prospectus Supplement

Page
----

Summary.................................................................... S-1
Risk Related to This Offering.............................................. S-4
Use of Proceeds............................................................ S-4
Capitalization............................................................. S-5
Underwriters............................................................... S-6
Legal Matters.............................................................. S-7

Prospectus

Page
----

About This Prospectus..................................................... i
Prospectus Summary........................................................ 1
The Securities We May Offer............................................... 3
Risk Factors.............................................................. 4
Forward-Looking Information............................................... 15
Ratio of Earnings to Fixed Charges........................................ 15
Use of Proceeds........................................................... 16
Common Stock Price Range.................................................. 16
Dividend Policy........................................................... 16
Selected Financial Data................................................... 17
Management's Discussion and Analysis of Financial Condition and Results of
Operations............................................................... 18
Business.................................................................. 26
Management................................................................ 38
Principal Stockholders.................................................... 41
Description of Capital Stock.............................................. 43
Description of Debt Securities............................................ 45
Plan of Distribution...................................................... 53
Legal Matters............................................................. 54
Experts................................................................... 54
Where You Can Find More Information....................................... 54
Index to Financial Statements............................................. F-1

----------------

You should rely only on the information contained in this prospectus
supplement and accompanying prospectus. We have not authorized anyone towill provide you with information different from that contained in this prospectus
supplement and accompanying prospectus. We are offering to sell these
securities and seeking offers to buy these securities only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus supplement and accompanying prospectus is accurate only as of their
respective dates regardless of the time of delivery of this prospectus
supplement and accompanying prospectus or sale of the securities.

SUMMARY

This summary highlights some information from the prospectus and this
prospectus supplement, and it may not contain all of the information that is
important to you. To understand the terms of the securities, you should read
this prospectus supplement with the accompanying prospectus carefully.
Together, these documents describe the specific terms of the securities we are
offering. You should also carefully read the section titled "Risk Factors" in
this prospectus supplement and the accompanying prospectus and the documents
identified under "Where You Can Find More Information."

Overview

We design, develop and market graphics processors and related software for
personal computers and digital entertainment platforms. We provide a "top-to-
bottom" family of award-winning performance 3D graphics processors and graphics
processing units, or GPUs, that set the standard for performance, quality and
features for a broad range of desktop PCs, from professional workstations to
low-cost PCs. Our 3D graphics processors are used in a wide variety of
applications, including games, business productivity, the Internet and
industrial design. Our graphics processors were the first to incorporate a 128-
bit multi-texturing graphics architecture designed to deliver to users of our
products a highly immersive, interactive 3D experience with compelling visual
quality, realistic imagery and motion, stunning effects and complex object and
scene interaction at real-time frame rates. The NVIDIA TNT2, TNT2 M64 and Vanta
graphics processors deliver high performance 3D and 2D graphics at affordable
prices, making them the graphics hardware of choice for a wide range of
applications for both consumer and commercial use. Our graphics processors are
designed to be architecturally compatible backward and forward between
generations, giving our OEM customers and end users a low cost of ownership. We
are recognized for developing the world's first GPU, the GeForce 256, which
incorporates independent hardware transform and lighting processing units along
with a complete rendering pipeline into a single-chip architecture. Our current
GPUs, the GeForce2 Ultra, the GeForce2 GTS, the GeForce2 MX, the NVIDIA Quadro2
Pro and the Quadro2 MXR, process hundreds of billions of operations per second
and increase the PC's ability to render high-definition 3D scenes in real-time.
Our GPU family provides superior processing and rendering power at competitive
prices and is architected to deliver the maximum performance from industry
standards such as Microsoft's Direct3D API and SGI's OpenGL API on Windows 98,
Windows 2000 and Linux platforms. We have also developed an integrated core
logic/graphics chipset called Aladdin TNT2 through a partnership with Acer
Laboratories, Inc., or ALi, one of the leading suppliers of core logic chipsets
for the PC. The Aladdin TNT2 chipset brings NVIDIA-class graphics performance
and quality to the value PC segment.

We designed our GPUs and graphics processors to enable PC OEMs and add-in board
manufacturers to build award-winning state-of-the-art interactive 3D graphics
capability while maintaining affordable prices. We believe that a PC's
interactive 3D graphics capability represents one of the primary means by which
users differentiate among various systems. PC users today can easily
differentiate the quality of graphics and prefer personal computers that
provide a superior visual experience. We believe that by developing 3D graphics
solutions that provide superior performance and address the key requirements of
the PC market, we will accelerate the adoption of 3D graphics throughout this
market.

S-1

We were incorporated in California in April 1993 and reincorporated in Delaware
in April 1998. Our executive offices are located at 3535 Monroe Street, Santa
Clara, California 95051, and our telephone number is (408) 615-2500. Our web
site is located at www.nvidia.com. Information contained on our web site should
not be deemed to be part of this prospectus.

SUMMARY FINANCIAL DATA

Years Ended December
31, Years Ended Six Months Ended
----------------------- Month Ended ----------------------- ------------------
January 31, January 31, January 30, August 1, July 30,
1995 1996 1997 1998 1999 2000 1999 2000
------ ------ ------- ----------- ----------- ----------- --------- --------
(in thousands, except per share data and ratio data)
(unaudited)

Statement of Operations
Data:
Revenue................. $1,182 $3,912 $29,071 $13,331 $158,237 $374,505 $149,035 $318,881
Operating income
(loss)................. (6,470) (2,993) (3,459) 1,499 4,516 54,412 18,466 54,587
Net income (loss)....... (6,377) (3,077) (3,589) 1,347 4,130 38,098 12,947 40,809
Diluted net income
(loss) per share(1).... (.28) (.14) (.14) .03 .08 .53 .18 .52
Shares used in diluted
per share
computation(1)(2)...... 22,730 22,766 25,354 52,200 54,786 72,196 70,910 78,633
Other Data:
Ratio of earnings to
fixed charges.......... -- -- -- 37x 8x 68x 48x 157x

As of January
As of December 31, 31, As of As of
--------------------- ---------------- January 30, July 30,
1995 1996 1997 1998 1999 2000 2000
------ ------ ------- ------- -------- ----------- -----------
(in thousands)
(unaudited)

Balance Sheet Data:
Cash and cash
equivalents............ $3,872 $3,133 $ 6,551 $ 7,984 $ 50,257 $ 61,560 $289,205
Total assets............ 6,793 5,525 25,039 30,172 113,332 202,250 507,183
Capital lease
obligations, less
current portion........ 1,137 617 1,891 1,756 1,995 962 672
Total stockholders'
equity................. 4,013 1,037 6,897 8,610 64,209 124,563 206,090

- ----------------
(1) Reflects the two-for-one stock split effected in June 2000.
(2) See Note 1 to Financial Statements for an explanation of the determination
of the number of shares used in per share computations.

S-2

THE OFFERING

Common stock offered........................ 1,400,000 shares

Common stock to be outstanding after this
offering................................... 66,567,061 shares

Use of proceeds............................. To fund our anticipated growth,
including anticipated increases
in inventory and accounts
receivable; for potential
acquisitions; for costs
associated with our expected
move to new facilities; and for
general working capital. See
"Use of Proceeds."

Nasdaq National Market symbol............... NVDA

The foregoing information is based on the number of shares outstanding as of
July 30, 2000 and excludes:

. 20.1 million shares of common stock issuable upon the exercise of
options outstanding as of July 30, 2000 at a weighted average exercise
price of $10.72 per share;

. 4.7 million shares of common stock reserved for future grants under our
stock option plans; and

. shares issuable upon conversion of the notes being issued, if any,
pursuant to the concurrent notes offering.

Except as otherwise noted, all information in the prospectus or this prospectus
supplement assumes the underwriters' over-allotment option is not exercised.

S-3

RISK RELATED TO THIS OFFERING

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

The price of our common stock has fluctuated greatly. These price fluctuations
have been rapid and severe. The price of our common stock may continue to
fluctuate greatly in the future due to a variety of company specific factors,
including quarter to quarter variations in our operating results, shortfalls
in revenue or earnings from levels expected by securities analysts and the
other factors discussed in the accompanying prospectus under the caption "Risk
Factors--Our operating results are unpredictable and may fluctuate."

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the 1,400,000 shares of
common stock we are selling in this offering will be approximately $108.1
million, based on the assumed public offering price of $81.875 per share,
after deducting estimated underwriting discounts and commissions and estimated
offering expenses. If the underwriters exercise their option to purchase
additional shares in the offering, we estimate the aggregate net proceeds to
us will be approximately $124.3 million. Concurrently with this offering, we
are offering $300.0 million aggregate principal amount of our % convertible
subordinated notes due 2007. We estimate that the net proceeds from the sale
of the notes in the concurrent notes offering will be approximately $290.5
million, after deducting estimated underwriting discounts and commissions and
estimated offering expenses. The completion of this offering is not contingent
upon the completion of the concurrent notes offering. The net proceeds from
the sale of the common stock and the concurrent notes offering will be used to
fund our anticipated growth, including anticipated increases in inventory and
accounts receivable; for potential acquisitions; for costs associated with our
expected move to new facilities; and for general working capital.

S-4

CAPITALIZATION

The following table sets forth our unaudited cash and cash equivalents and
capitalization as of July 30, 2000 on an actual basis, and as adjusted to give
effect to (i) the sale of the common stock offered hereby, assuming the over-
allotment option is not exercised, and after deducting estimated underwriting
discounts and commissions and estimated offering expenses and (ii) the sale of
our % convertible subordinated notes due 2007, which we are offering in a
separate, concurrent public offering, after deducting estimated underwriting
discounts and commissions and estimated offering expenses. The completion of
this offering is not contingent upon the completion of the concurrent notes
offering. See "Use of Proceeds" in this prospectus supplement. This table
should be read in conjunction with our financial statements, related notes and
the other information included or incorporated by reference in this prospectus
supplement.

July 30, 2000
---------------------
Actual As Adjusted
-------- -----------
(in thousands)

Cash and cash equivalents................................ $289,205 $688,924
======== ========

Long-term obligations:
Capital lease obligations, less current portion........ 672 672
% Convertible Subordinated Notes due 2007............ -- 300,000
Deferred revenue....................................... 200,000 200,000
-------- --------
Total long-term obligations.......................... 200,672 500,672

Stockholders' equity:
Common stock, $.001 par value; 400,000,000 shares
authorized; 65,167,061 shares issued and outstanding,
actual, and 66,567,061 shares issued and outstanding,
as adjusted(1)........................................ 65 66
Additional paid-in capital............................. 136,563 245,781
Deferred compensation.................................. (33) (33)
Retained earnings...................................... 69,495 69,495
-------- --------
Total stockholders' equity........................... 206,090 315,309
-------- --------
Total capitalization............................... $406,762 $815,981
======== ========

- --------
(1) Excludes (i) 20.1 million shares of common stock issuable upon the
exercise of options outstanding at a weighted average exercise price of
$10.72 per share, (ii) 4.7 million shares reserved for future grants under
our 1998 Equity Incentive Plan, 1998 Non-Employee Directors' Stock Option
Plan, 1998 Employee Stock Purchase Plan and 2000 Nonstatutory Equity
Incentive Plan and (iii) shares issuable upon conversion of the
notes being issued pursuant to the concurrent notes offering.

S-5

UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement
dated the date hereof, the underwriters named below have severally agreed to
purchase, and we have agreed to sell to them the number of shares of common
stock set forth opposite their names below:

Number
of
Underwriter Shares
----------- ------

Morgan Stanley & Co. Incorporated.....................................
Prudential Securities Incorporated....................................
Robertson Stephens, Inc. .............................................
Thomas Weisel Partners LLC............................................
-----
Total...............................................................
=====

The underwriters are offering the shares of common stock subject to their
acceptance of the shares from us and subject to prior sale. The underwriting
agreement provides that the obligation of the underwriters to pay for and
accept delivery of the shares of common stock is subject to the approval of
legal matters by their counsel and to other conditions. The underwriters are
obligated to take and pay for all the shares of common stock (other than those
covered by the over-allotment option described below) if any are taken.

The underwriters initially propose to offer part of the shares of common stock
directly to the public at the public offering price set forth on the cover
page and part to certain dealers at a price that represents a concession not
in excess of $ a share under the public offering price. No underwriter may
allow, and no dealer may reallow, a concession to other dealers. After the
initial offering of the shares of common stock, the offering price and other
selling terms may from time to time be varied by the underwriters.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus supplement, to purchase up to an additional
210,000 shares of common stock at the public offering price set forth on the
cover page hereof, less underwriting discounts and commissions. The
underwriters may exercise such option solely for the purpose of covering over-
allotments, if any, made in connection with this offering.

Our common stock is quoted on the Nasdaq National Market under the symbol
"NVDA."

We and our executive officers and directors have agreed that, without the
prior written consent of Morgan Stanley & Co. Incorporated on behalf of the
underwriters, we will not, during the period ending 90 days after the date of
this prospectus:

. offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend, or otherwise transfer or dispose of,
directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock; or

. enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the
common stock,

whether any such transaction described in either section above is to be
settled by delivery of common stock or such otherthese securities in cash or
otherwise. The foregoing sentence shall not apply:

. in our case, to (i) the sale of the shares of common stock offered
hereby, (ii) the issuance by us of any shares of common stock upon the
exercise of an option or warrant or the conversion of any %
convertible subordinated notes due 2007 or other security outstanding on
the date of this prospectus

S-6

supplement, (iii) the grant or exercise of options to purchase common
stock under our employee benefit plans or (iv) the sale of %
convertible subordinated notes due 2007, if any, in a concurrent
offering; and

. in the case of our executive officers and directors, to (i) transactions
relating to shares of common stock or other securities acquired in open
market transactions after the completion of the offering and (ii)
certain transfers of shares of common stock or any security convertible
into common stock as a bona fide gift or gifts.

In order to facilitate the offering of the common stock, the underwriters may
engage in transactions that stabilize, maintain or otherwise affect the price
of the common stock. Specifically, the underwriters may sell more shares than
they are obligated to purchase under the underwriting agreement, creating a
short position. A short sale is covered if the short position is no greater
than the number of shares available for purchase by the underwriters under the
over allotment option. The underwriters can close out a covered short sale by
exercising the over allotment option or purchasing shares in the open market.
In determining the source of shares to close out a covered short sale, the
underwriters will consider, among other things, the open market price of
shares compared to the price available under the over allotment option. The
underwriters may also sell shares in excess of the over allotment option,
creating a naked short position. The underwriters must close out any naked
short position by purchasing shares in the open market. A naked short position
is more likely to be created if the underwriters are concerned that there may
be downward pressure on the price of the common stock in the open market after
pricing that could adversely affect investors who purchase in the offering. As
an additional means of facilitating the offering, the underwriters may bid
for, and purchase, shares of common stock in the open market to stabilize the
price of the common stock. The underwriting syndicate may also reclaim selling
concessions allowed to an underwriter or a dealer for distributing the common
stock in the offering, if the syndicate repurchases previously distributed
common stock to cover syndicate short positions or to stabilize the price of
the common stock. These activities may raise or maintain the market price of
the common stock above independent market levels or prevent or retard a
decline in the market price of the common stock. The underwriters are not
required to engage in these activities, and may end any of these activities at
any time.

A prospectus in electronic format may be made available on the web sites
maintained by one or more underwriters. The underwriters may agree to allocate
a number of shares to underwriters for sale to their online brokerage account
holders. Internet distribution will be allocated by the lead manager to
underwriters that may make Internet distributions on the same basis as other
allocations.

In the ordinary course of their respective business, certain of the
underwriters and/or affiliates of the underwriters have engaged, or may in the
future engage, in investment banking, investment advisory and/or commercial
banking transactions with us and our affiliates for which customary
compensation has been, and will be, received.

We have also agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as amended, or to
contribute to payments that the underwriters may be required to make in
respect of any such liabilities.

Due to the fact that one of the representatives of the underwriters was
organized within the last three years, we are providing the following
information. Thomas Weisel Partners LLC, one of the representatives of the
underwriters, was organized and registered as a broker-dealer in December
1998. Since December 1998, Thomas Weisel Partners LLC has been named as a lead
or co-manager of, or as a syndicate member in, numerous public offerings of
equity securities. Thomas Weisel Partners LLC does not have any material
relationship with us or any of our officers, directors or other controlling
persons.

LEGAL MATTERS

Cooley Godward LLP, San Francisco, California, will provide us with an opinion
as to the legality of the securities we are offering. Davis Polk & Wardwell
will act as counsel for the underwriters.

S-7

++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+The information in this prospectus supplement is not complete and may be +
+changed. These securities may not be sold until the registration statement +
+filed with the Securities and Exchange Commission is effective. This +
+prospectus supplement and the accompanying prospectus are not an offer to +
+sell these securities and we are not soliciting offers to buy these +
+securities in any state where such offer or sale is not permitted. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-33560

PROSPECTUS SUPPLEMENT (Subject to Completion) Issued October 2, 2000
(To Prospectus dated October 2, 2000)

$300,000,000

[NVIDIA CORPORATION LOGO]

% CONVERTIBLE SUBORDINATED NOTES DUE 2007

----------

Interest payable on and

----------

Holders may convert the notes into our common stock at any time on or before
, 2007 at a conversion price of $ per share, subject to
adjustment in certain events.

----------

On or after , 2003 we may redeem any of the notes at the redemption
prices set forth herein, plus accrued interest.

----------

The notes are subordinated in right of payment to all of our senior
indebtedness, and are subordinated by operation of law to all liabilities
(including trade payables) of our subsidiaries. At July 30, 2000, we had no
senior indebtedness outstanding, and our subsidiaries had no debt or other
material liabilities outstanding.

----------

For a more detailed description of the notes, see "Description of Notes"
beginning on page S-7 of this prospectus supplement and "Description of Debt
Securities" on page 45 of the prospectus.

----------

Concurrently with this offering, we also separately are offering 1,400,000
shares of our common stock. The completion of this offering is not contingent
upon the completion of the concurrent common stock offering.

----------

Our common stock is quoted on the Nasdaq National Market under the symbol
"NVDA." On September 29, 2000, the reported last sale price of the common stock
on the Nasdaq National Market was $81.875 per share.

----------

Investing in the notes involves risks. See "Risks Related to This Offering" on
page S-4 of this prospectus supplement and "Risk Factors" beginning on page 4
of the prospectus.

----------

PRICE 100% AND ACCRUED INTEREST, IF ANY

----------

Underwriting
Price to Discounts and Proceeds to
Public Commissions NVIDIA
-------- ------------- -----------

Per Note.................. % % %
Total..................... $ $ $

We have granted the underwriters the right to purchase up to an additional
$45,000,000 principal amount of notes to cover over-allotments.

----------

Morgan Stanley & Co. Incorporated expects to deliver the notes to purchasers on
, 2000.

----------

MORGAN STANLEY DEAN WITTER

PRUDENTIAL VOLPE TECHNOLOGY
a unit of Prudential Securities

ROBERTSON STEPHENS

THOMAS WEISEL PARTNERS LLC
, 2000

TABLE OF CONTENTS

Prospectus Supplement

Page
----

Summary.................................................................... S-1
Risks Related to This Offering............................................. S-4
Use of Proceeds............................................................ S-5
Capitalization............................................................. S-6
Description of Notes....................................................... S-7
Certain Federal Income Tax Considerations.................................. S-13
Underwriters............................................................... S-20
Legal Matters.............................................................. S-22

Prospectus

Page
----

----------------

You should rely only on the information contained in this prospectus
supplement and accompanying prospectus. We have not authorized anyone to
provide you with information different from that contained in this prospectus
supplement and accompanying prospectus. We are offering to sell these
securities and seeking offers to buy these securities only in jurisdictions
where offers and sales are permitted. The information contained in this
prospectus supplement and accompanying prospectus is accurate only as of their
respective dates regardless of the time of delivery of this prospectus
supplement and accompanying prospectus or sale of the securities.

SUMMARY

Overview

S-1

SUMMARY FINANCIAL DATA

S-2

THE OFFERING

Securities Offered............... $300,000,000 principal amount of % Convertible
Subordinated Notes due 2007 (plus an additional
$45,000,000 principal amount if the underwriters'
over-allotment option is fully exercised).

Interest......................... % per annum on the principal amount, payable semi-
annually in arrears in cash on and of
each year, beginning , 2001.

Conversion....................... You may convert each note into common stock at any
time prior to maturity, at a conversion price of
$ per share, subject to adjustment if certain
events affecting our common stock occur.

Subordination.................... The notes will be subordinated to all of our senior
indebtedness, and are subordinated by operation of
law to all liabilities (including trade payables) of
our subsidiaries. At July 30, 2000, we had no senior
indebtedness outstanding, and our subsidiaries had
no debt or other material liabilities outstanding.
Neither we nor our subsidiaries are prohibited from
incurring debt, including senior indebtedness, under
the indenture.

Optional Redemption.............. We may redeem any of the notes on or after ,
2003, by giving you at least 30 days' notice. We may
redeem the notes either in whole or in part at the
redemption prices set forth in this prospectus
supplement, together with accrued and unpaid
interest.

Fundamental Change............... Upon occurrence of a fundamental change (as
described under "Description of Notes-Redemption at
Option of the Holder" in this prospectus supplement)
at any time prior to , 2007, you may require us to
purchase all or part of your notes at a redemption
price equal to 100% of the outstanding principal
amount of the notes being redeemed, plus accrued and
unpaid interest.

Sinking Fund..................... None.

Concurrent Offering.............. Concurrently with this offering, we also separately
are offering shares of our common stock. The
completion of this offering is not contingent upon
the completion of the concurrent common stock
offering.

Use of Proceeds.................. To fund our anticipated growth, including
anticipated increases in inventory and accounts
receivable; for potential acquisitions; for costs
associated with our expected move to new facilities;
and for general working capital. See "Use of
Proceeds" in this prospectus supplement.

Except as otherwise noted, all information in the prospectus or this prospectus
supplement assumes the underwriters' over-allotment option is not exercised.

S-3

RISKS RELATED TO THIS OFFERING

The notes are subordinated.

The notes will be unsecured and subordinated in right of payment to all of our
existing and future senior indebtedness. In the event of our bankruptcy,
liquidation or reorganization or upon acceleration of the notes due to an
event of default under the indenture and in other limited events, our assets
will be available to pay obligations on the notes only after all senior
indebtedness has been paid. As a result, there may not be sufficient assets
remaining to pay amounts due on any or all of the outstanding notes. The notes
also will be effectively subordinated to the liabilities, including trade
payables, of any of our subsidiaries. Neither we nor our subsidiaries are
prohibited from incurring debt, including senior indebtedness, under the
indenture. If we or our subsidiaries were to incur additional debt or
liabilities, our ability to pay our obligations on the notes could suffer. We
and our subsidiaries may from time to time incur additional debt, including
senior indebtedness, and other liabilities. See "Description of Debt
Securities--Subordination" in the accompanying prospectus.

We may be unable to redeem the notes upon a fundamental change.

We may be unable to redeem the notes in the event of a fundamental change.
Upon a fundamental change, you may require us to redeem all or a portion of
your notes. If a fundamental change were to occur, we may not have enough
funds to pay the redemption price for all tendered notes. In addition, a
fundamental change could result in an event of default under loan agreements
we may enter into in the future. Our loan agreements could also prohibit, in
certain situations, redemptions of the notes. If a fundamental change occurs
at a time when we are prohibited from purchasing or redeeming notes, we could
seek the consent of our lenders to redeem the notes or could attempt to
refinance this debt. If we do not obtain a consent or refinance this debt, we
could not purchase or redeem the notes. Our failure to redeem tendered notes
would constitute an event of default under the indenture, which might
constitute a default under the terms of our other indebtedness. In these
circumstances, or if a fundamental change would constitute an event of default
under our senior indebtedness, the subordination provisions of the indenture
would restrict payments to the holders of notes. The term "fundamental change"
is limited to certain specified transactions and may not include other events
that might adversely affect our financial condition. Our obligation to offer
to redeem the notes upon a fundamental change would not necessarily afford you
protection in the event of a highly leveraged transaction, reorganization,
merger or similar transaction involving NVIDIA. See "Description of Notes--
Redemption at Option of the Holder" in this prospectus supplement.

A public market may not develop for the notes.

Prior to the offering, there has been no trading market for the notes. The
underwriters have advised us that they currently intend to make a market in
the notes. However, the underwriters are not obligated to make a market and
may discontinue this market making activity at any time without notice. In
addition, market making activity by the underwriters will be subject to the
limits imposed by the Securities Act of 1933 and the Securities Exchange Act
of 1934. As a result, we cannot assure you that any market for the notes will
develop or, if one does develop, that it will be maintained. If an active
market for the notes fails to develop or be sustained, the trading price of
the notes could be materially adversely affected.

Our stock price may continue to experience large short-term fluctuations
that may significantly affect the trading price of the notes.

The price of our common stock has fluctuated greatly. Fluctuations in the
trading price of our common stock will affect the trading price of the notes.
These price fluctuations have been rapid and severe. The price of our common
stock may continue to fluctuate greatly in the future due to a variety of
company specific factors, including quarter to quarter variations in our
operating results, shortfalls in revenue or earnings from levels expected by
securities analysis and the other factors discussed in the accompanying
prospectus under the caption "Risk Factors--Our operating results are
unpredictable and may fluctuate."

S-4

USE OF PROCEEDS

We estimate that the net proceeds from the sale of the notes we are selling in
this offering will be approximately $290.5 million, after deducting estimated
underwriting discounts and commissions and estimated offering expenses. If the
underwriters exercise their option to purchase additional notes in this
offering, we estimate the aggregate net proceeds to us will be approximately
$335.5 million. Concurrently with this offering, we are offering 1,400,000
shares of our common stock. We estimate that the net proceeds from the sale of
the 1,400,000 shares of common stock in the concurrent common stock offering
will be approximately $108.1 million, based on an assumed public offering
price of $81.875 per share, after deducting estimated underwriting discounts
and commissions and estimated offering expenses. The completion of this
offering is not contingent upon the completion of the concurrent common stock
offering. The net proceeds from the sale of the notes and the concurrent
common stock offering will be used to fund our anticipated growth, including
anticipated increases in inventory and accounts receivable; for potential
acquisitions; for costs associated with our expected move to new facilities;
and for general working capital.

S-5

CAPITALIZATION

The following table sets forth our unaudited cash and cash equivalents and
capitalization as of July 30, 2000 on an actual basis, and as adjusted to give
effect to (i) the sale of the common stock offered concurrently with this
offering, assuming the over-allotment option is not exercised, and after
deducting estimated underwriting discounts and commissions and estimated
offering expenses and (ii) the sale of our % convertible subordinated
notes due 2007, being offered hereby, after deducting estimated underwriting
discounts and commissions and estimated offering expenses. The completion of
this offering is not contingent upon the completion of the concurrent common
stock offering. See "Use of Proceeds." This table should be read in
conjunction with our financial statements, related notes and the other
information included or incorporated by reference in the prospectus or this
prospectus supplement.

July 30, 2000
------------------
As
Actual Adjusted
-------- --------
(in thousands)

Cash and cash equivalents.................................. $289,205 $688,924
======== ========
Long-term obligations:
Capital lease obligations, less current portion.......... 672 672
% Convertible Subordinated Notes due 2007........... -- 300,000
Deferred revenue......................................... 200,000 200,000
-------- --------
Total long-term obligations............................ 200,672 500,672

Stockholders' equity:
Common Stock, $.001 par value; 400,000,000 shares
authorized; 65,167,061 shares issued and outstanding,
actual, and 66,567,061 shares issued and outstanding, as
adjusted(1)............................................. 65 66
Additional paid-in capital............................... 136,563 245,781
Deferred compensation.................................... (33) (33)
Retained earnings........................................ 69,495 69,495
-------- --------
Total stockholders' equity............................. 206,090 315,309
-------- --------
Total capitalization................................. $406,762 $815,981
======== ========

S-6

DESCRIPTION OF NOTES

The notes are to be issued under a subordinated indenture to be dated as of
October , 2000 and a supplemental indenture to that indenture to be dated as
of October , 2000, between us and Chase Manhattan Bank and Trust Company,
N.A., a national banking association, as trustee. We refer to the supplemental
indenture and the subordinated indenture, together, as the indenture. You may
request a copy of the indenture from the trustee.

The following description is a summary of the material provisions of the notes
and the indenture. It does not purport to be complete. This summary is subject
to and is qualified by reference to all the provisions of the indenture,
including the definitions of certain terms used in the indenture. Wherever
particular provisions or defined terms of the indenture or form of note are
referred to, these provisions or defined terms are incorporated in this
prospectus supplement by reference. This description of the particular terms
of the notes supplements, and to the extent inconsistent with the description
of the general terms of the subordinated debt securities and subordinated
indenture set forth in the accompanying prospectus under "Description of Debt
Securities," replaces the description in the accompanying prospectus.

As used in this "Description of Notes" section, references to "NVIDIA," "we,"
"our" or "us" refer solely to NVIDIA and not any of our subsidiaries.

General

The notes will be our general unsecured obligations. Our payment obligations
under the notes will be subordinated to our senior indebtedness, if any, as
described in the accompanying prospectus under the caption "Description of
Debt Securities--Subordination." The notes are convertible into common stock
as described in this prospectus supplement under the caption "--Conversion of
Notes."

The notes will be limited to $300,000,000 aggregate principal amount
($345,000,000 aggregate principal amount if the underwriters' over-allotment
option is fully exercised). The notes will be issued only in denominations of
$1,000 and multiples of $1,000. The notes will mature on , 2007
unless earlier converted, redeemed at our option or redeemed at your option
upon a fundamental change.

We are not subject to any financial covenants under the indenture. In
addition, we are not restricted under the indenture from paying dividends,
incurring debt, including senior indebtedness, or issuing or repurchasing our
securities.

You are not afforded protection in the event of a highly leveraged
transaction, or a change in control of us under the indenture except to the
extent described below in this prospectus supplement under the caption "--
Redemption at Option of the Holder."

We will pay interest on , and of each year, beginning
, 2001 to record holders at the close of business on the preceding
and , as the case may be, except:

. interest payable upon redemption will be paid to the person to whom
principal is payable, unless the redemption date is an interest payment
date; and

. as set forth in the next sentence.

If you convert your note into common stock during the period after any record
date for the payment of interest but prior to the next interest payment date,
one of the following will occur:

. we will not be required to pay interest on the interest payment date if
the note has been called for redemption on a redemption date that occurs
during this period;

. we will not be required to pay interest on the interest payment date if
the note is to be redeemed in connection with a fundamental change on a
repurchase date that occurs during this period; or

S-7

. if otherwise, any note not called for redemption that is submitted for
conversion during this period must also be accompanied by an amount
equal to the interest due on the interest payment date on the converted
principal amount, unless at the time of conversion there is a default in
the payment of interest on the notes. See "--Conversion of Notes" in
this prospectus supplement.

We will maintain an office in the Borough of Manhattan, the City of New York
for the payment of interest, which shall initially be an office or agency of
the trustee.

We may pay interest either:

. by check mailed to your address as it appears in the note register,
provided that if you are a holder with an aggregate principal amount in
excess of $2.0 million, you shall be paid, at your written election, by
wire transfer in immediately available funds; or

. by transfer to an account maintained by you in the United States.

However, payments to The Depository Trust Company, New York, New York, which
we refer to as DTC, will be made by wire transfer of immediately available
funds to the account of DTC or its nominee. Interest will be computed on the
basis of a 360-day year composed of twelve 30-day months.

Form, Denomination and Registration

The notes will be issued:

. in fully registered form;

. without interest coupons; and

. in denominations of $1,000 principal amount and integral multiples of
$1,000.

The notes will be evidenced by one or more global notes. We will deposit the
global note or notes with DTC and register the global notes in the name of
Cede & Co., as DTC's nominee. See "Description of Debt Securities--Book Entry
System" in the accompanying prospectus.

Conversion of Notes

You may convert your note, in whole or in part, into common stock through the
final maturity date of the notes, subject to prior redemption of the notes. If
we call notes for redemption, you may convert the notes only until the close
of business on the business day prior to the redemption date unless we fail to
pay the redemption price. If you have submitted your notes for redemption upon
a fundamental change, you may convert your notes only if you withdraw your
conversion election. You may convert your notes in part so long as this part
is $1,000 principal amount or an integral multiple of $1,000. If any notes not
called for redemption are converted after a record date for any interest
payment date and prior to the next interest payment date, the notes must be
accompanied by an amount equal to the interest payable on the interest payment
date on the converted principal amount unless a default exists at the time of
conversion.

The initial conversion price for the notes is $ per share of common
stock, subject to adjustment as described below. We will not issue fractional
shares of common stock upon conversion of notes. Instead, we will pay cash
equal to the market price of the common stock on the business day prior to the
conversion date. Except as described below, you will not receive any accrued
interest or dividends upon conversion.

To convert your note into common stock you must:

. complete and manually sign the conversion notice on the back of the note
or facsimile of the conversion notice and deliver this notice to the
conversion agent;

. surrender the note to the conversion agent;

S-8

. if required, furnish appropriate endorsements and transfer documents;

. if required, pay all transfer or similar taxes; and

. if required, pay funds equal to interest payable on the next interest
payment date.

The date you comply with these requirements is the conversion date under the
indenture.

We will adjust the conversion price if the following events occur:

(1) we issue common stock as a dividend or distribution on our common
stock;

(2) we issue to all holders of common stock certain rights or warrants to
purchase our common stock, unless we elect to distribute or reserve for
distribution such rights or warrants for distribution to the holder of
the notes upon the conversion of the notes;

(3) we subdivide or combine our common stock;

(4) we distribute to all common stock holders capital stock, evidences of
indebtedness or assets, including securities but excluding:

.rights or warrants listed in (2) above;

.dividends or distributions listed in (1) above; and

.cash distributions listed in (5) below;

(5) we distribute cash, excluding any quarterly cash dividend on our common
stock to the extent that the aggregate cash dividend per share of
common stock in any quarter does not exceed the greater of:

. the amount per share of common stock of the next preceding quarterly
cash dividend on the common stock to the extent that the preceding
quarterly dividend did not require an adjustment of the conversion
price pursuant to this clause (5), as adjusted to reflect
subdivisions or combinations of the common stock; and

. 3.75% of the average of the last reported sale price of the common
stock during the ten trading days immediately prior to the
declaration date of the dividend, and excluding any dividend or
distribution in connection with the liquidation, dissolution or
winding up of NVIDIA.

If an adjustment is required to be made under this clause (5) as a
result of a distribution that is a quarterly dividend, the adjustment
would be based upon the amount by which the distribution exceeds the
amount of the quarterly cash dividend permitted to be excluded pursuant
to this clause (5). If an adjustment is required to be made under this
clause (5) as a result of a distribution that is not a quarterly
dividend, the adjustment would be based upon the full amount of the
distribution;

(6) we or one of our subsidiaries makes a payment in respect of a tender
offer or exchange offer for our common stock to the extent that the
cash and value of any other consideration included in the payment per
share of common stock exceeds the current market price per share of
common stock on the trading day next succeeding the last date on which
tenders or exchanges may be made pursuant to such tender or exchange
offer; and

(7) someone other than us or one of our subsidiaries makes a payment in
respect of a tender offer or exchange offer in which, as of the closing
date of the offer, our Board of Directors is not recommending rejection
of the offer. The adjustment referred to in this clause (7) will only be
made if:

. the tender offer or exchange offer is for an amount that increases
the offeror's ownership of common stock to more than 25% of the total
shares of common stock outstanding; and

. the cash and value of any other consideration included in the payment
per share of common stock exceeds the current market price per share
of common stock on the business day next succeeding the last date on
which tenders or exchanges may be made pursuant to the tender or
exchange offer.

S-9

However, the adjustment referred to in this clause (7) will generally
not be made if as of the closing of the offer, the offering documents
disclose a plan or an intention to cause us to engage in a consolidation
or merger of NVIDIA or a sale of all or substantially all of our assets.

To the extent that NVIDIA has a rights plan in effect upon conversion of the
notes into common stock, you will receive, in addition to the common stock,
the rights under the rights plan whether or not the rights have separated from
the common stock at the time of conversion, subject to limited exceptions.

In the event of:

. any reclassification of our common stock;

. a consolidation, merger or combination involving NVIDIA; or

. a sale or conveyance to another person of the property and assets of
NVIDIA as an entirety or substantially as an entirety,

in which holders of common stock would be entitled to receive stock, other
securities, other property, assets or cash for their common stock, holders of
notes will generally be entitled thereafter to convert their notes into the
same type of consideration received by common stock holders immediately prior
to one of these types of events.

You may in certain situations be deemed to have received a distribution
subject to United States federal income tax as a dividend in the event of any
taxable distribution to holders of common stock or in certain other situations
requiring a conversion price adjustment. See "Certain Federal Income Tax
Considerations" in this prospectus supplement.

We may, from time to time, reduce the conversion price for a period of at
least 20 days if our board of directors has made a determination that this
reduction would be in our best interests. Any such determination by our board
will be conclusive. We would give holders at least 15 days' notice of any
reduction in the conversion price. In addition, we may reduce the conversion
price if our board of directors deems it advisable to avoid or diminish any
income tax to holders of common stock resulting from any stock or rights
distribution. See "Certain Federal Income Tax Considerations" in this
prospectus supplement.

We will not be required to make an adjustment in the conversion price unless
the adjustment would require a change of at least 1% in the conversion price.
However, we will carry forward any adjustments that are less than one percent
of the conversion price. Except as described above in this section, we will
not adjust the conversion price for any issuance of our common stock or
convertible or exchangeable securities or rights to purchase our common stock
or convertible or exchangeable securities.

Optional Redemption by NVIDIA

The notes are not entitled to any sinking fund. At any time on or after
, 2003, we may redeem the notes in whole or in part at the
following prices expressed as a percentage of the principal amount:

Redemption
Period Price
------ ----------

Beginning on , 2003 and ending on , 2004.... %
Beginning on , 2004 and ending on , 2005.... %
Beginning on , 2005 and ending on , 2006.... %
Beginning on , 2006 and ending on , 2007.... %

and 100% at , 2007. In each case, we will pay interest to, but
excluding, the redemption date. If the redemption date is an interest payment
date, interest shall be paid to the record holder on the relevant record date.
We are required to give notice of redemption by mail to holders not more than
60 but not less than 30 days prior to the redemption date.

S-10

If less than all of the outstanding notes are to be redeemed, the trustee
shall select the notes to be redeemed in principal amounts of $1,000 or
integral multiples of $1,000 by lot, pro rata or by another method the trustee
considers fair and appropriate. If a portion of your notes is selected for
partial redemption and you convert a portion of your notes, the converted
portion shall be deemed to be of the portion selected for redemption.

We may not redeem the notes if we have failed to pay any interest or premium
on the notes and such failure to pay is continuing. We will issue a press
release if we redeem the notes.

Redemption at Option of the Holder

If a fundamental change occurs prior to , 2007, you may require us
to redeem your notes, in whole or in part, on a repurchase date that is 30
days after the date of our notice of the fundamental change. The notes will be
redeemable in multiples of $1,000 principal amount.

We shall redeem the notes at a price equal to 100% of the principal amount to
be redeemed, plus accrued interest to, but excluding, the repurchase date. If
the repurchase date is an interest payment date, we will pay interest on the
interest payment date to the record holder on the relevant record date.

We will mail to all record holders a notice of the fundamental change within
10 days after the occurrence of the fundamental change. We are also required
to deliver to the trustee a copy of the fundamental change notice. If you
elect to redeem your notes, you must deliver to us or our designated agent, on
or before the 30th day after the date of our fundamental change notice, your
redemption notice and any notes to be redeemed, duly endorsed for transfer.
Following the repurchase date we will pay promptly the redemption price for
notes surrendered for redemption.

A "fundamental change" is any transaction or event in connection with which
all or substantially all of our common stock shall be exchanged for, converted
into, acquired for or constitute solely the right to receive, consideration,
whether by means of an exchange offer, liquidation, tender offer,
consolidation, merger, combination, reclassification, recapitalization or
otherwise, which is not all or substantially all common stock listed on, or
that will be:

. listed on or immediately after the transaction or event on a United
States national securities exchange; or

. approved for quotations on or immediately after the transaction or event
on the Nasdaq National Market or any similar United States system of
automated dissemination of quotations of securities prices.

We will comply with any applicable provisions of Rule 13e-4 and any other
tender offer rules under the Exchange Act in the event of a fundamental
change.

These fundamental change redemption rights could discourage a potential
acquiror of NVIDIA. However, this fundamental change redemption feature is not
the result of management's knowledge of any specific effort to obtain control
of NVIDIA by means of a merger, tender offer or solicitation, or part of a
plan by management to adopt a series of anti-takeover provisions. The term
"fundamental change" is limited to certain specified transactions and may not
include other events that might adversely affect our financial condition. Our
obligation to offer to redeem the notes upon a fundamental change would not
necessarily afford you protection in the event of a highly leveraged
transaction, reorganization, merger or similar transaction involving NVIDIA.

We may be unable to redeem the notes in the event of a fundamental change. If
a fundamental change were to occur, we may not have enough funds to pay the
redemption price for all tendered notes. In addition, a fundamental change
could result in an event of default under loan agreements we may enter into in
the future. Our loan agreements could also prohibit, in certain situations,
redemptions of the notes. Any future credit facilities or other agreements
relating to our indebtedness may contain similar provisions, or expressly
prohibit the repurchase of the notes.

S-11

Defeasance

There are no defeasance provisions applicable to the notes. If a fundamental
change occurs at a time when we are prohibited from purchasing or redeeming
notes, we could seek the consent of our lenders to redeem the notes or could
attempt to refinance this debt. If we do not obtain a consent or refinance the
debt, we could not purchase or redeem the notes. Our failure to redeem
tendered notes would constitute an event of default under the indenture, which
might constitute a default under the terms of our other indebtedness. In such
circumstances, or if a fundamental change would constitute an event of default
under our senior indebtedness, the subordination provisions of the indenture
would restrict payments to the holders of notes.

Deductability of Interest

Under Section 163(l) of the Internal Revenue Code of 1986, as amended, no
deduction is permitted for interest paid or accrued on any indebtedness of a
corporation that is "payable in equity" of the issuer or a related party. Debt
is treated as debt payable in equity of the issuer if the debt is part of an
arrangement designed to result in payment of the instrument with or by
reference to the equity. Such arrangements could include debt instruments that
are convertible at the holder's option if it is substantially certain that the
option will be exercised. The legislative history indicates that it is not
expected the provision will affect debt with a conversion feature where the
conversion price is significantly higher than the market price of the stock on
the date of the debt issuance. Accordingly, we do not believe that our
interest deduction with respect to interest payments on the notes will be
adversely affected by these rules.

S-12

CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

The following is a summary of certain U.S. federal income tax considerations
relating to the purchase, ownership and disposition of the notes and common
stock into which notes may be converted, but does not purport to be a complete
analysis of all the potential tax considerations relating thereto. This
summary is based on laws, regulations, rulings and decisions now in effect,
all of which are subject to change or differing interpretation possibly with
retroactive effect. Except as specifically discussed below with regard to Non-
U.S. Holders (as defined below), this summary applies only to beneficial
owners that will hold notes and common stock into which notes may be converted
as "capital assets" (within the meaning of Section 1221 of the Internal
Revenue Code of 1986, as amended (the "Code")) and who, for U.S. federal
income tax purposes, are (i) individual citizens or residents of the U.S.,
(ii) corporations, partnerships or other entities created or organized in or
under the laws of the U.S. or of any political subdivision thereof (unless, in
the case of a partnership, Treasury Regulations otherwise provide), (iii)
estates, the incomes of which are subject to U.S. federal income taxation
regardless of the source of such income or (iv) trusts subject to the primary
supervision of a U.S. court and the control of one or more U.S. persons ("U.S.
Holders") or any trust that has a valid election in effect under applicable
Treasury Regulations to be treated as a U.S. person. Persons other than U.S.
Holders ("Non-U.S. Holders") are subject to special U.S. federal income tax
considerations, some of which are discussed below. This discussion does not
address tax considerations applicable to an investor's particular
circumstances or to investors that may be subject to special tax rules, such
as banks or other financial institutions, holders subject to the alternative
minimum tax, tax-exempt organizations, insurance companies, regulated
investment companies, foreign persons or entities (except to the extent
specifically set forth below), dealers in securities, commodities or
currencies, holders whose "functional currency" is not the U.S. dollar,
persons that will hold notes as a position in a hedging transaction,
"straddle" or "conversion transaction" for tax purposes or persons deemed to
sell notes or common stock under the constructive sale provisions of the Code.
This summary discusses the tax considerations applicable to initial holders of
the notes who purchase the notes at their "issue price" as defined in Section
1273 of the Code and does not discuss the tax considerations applicable to
subsequent purchasers of the notes. We have not sought any ruling from the
Internal Revenue Service (the "IRS") or an opinion of counsel with respect to
the statements made and the conclusions reached in the following summary, and
there can be no assurance that the IRS will agree with such statements and
conclusions. In addition, the IRS is not precluded from successfully adopting
a contrary position. This summary does not consider the effect of the federal
estate or gift tax laws or the tax laws (except as set forth below with
respect to Non-U.S. Holders) of any applicable foreign, state, local or other
jurisdiction.

INVESTORS CONSIDERING THE PURCHASE OF NOTES SHOULD CONSULT THEIR OWN TAX
ADVISORS WITH RESPECT TO THE APPLICATION OF THE UNITED STATES FEDERAL INCOME
TAX LAWS TO THEIR PARTICULAR SITUATIONS AS WELL AS ANY TAX CONSEQUENCES
ARISING UNDER THE FEDERAL ESTATE OR GIFT TAX RULES OR UNDER THE LAWS OF ANY
STATE, LOCAL OR FOREIGN TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX
TREATY.

U.S. Holders

Taxation of Interest

Interest paid on the notes will be included in the income of a U.S. Holder as
ordinary income at the time it is treated as received or accrued, in
accordance with such holder's regular method of accounting for U.S. federal
income tax purposes. Under Treasury Regulations, the possibility of an
additional payment under a note may be disregarded for purposes of determining
the amount of interest or original issue discount income to be recognized by a
holder in respect of such note (or the timing of such recognition) if the
likelihood of the payment, as of the date the notes are issued, is remote. In
the event of a fundamental change, a holder may require us to redeem any and
all of his notes. We intend to take the position that the possibility of a
fundamental change is remote under the Treasury Regulations, and thus do not
intend to treat such possibility of a "fundamental change" as affecting the
yield to maturity of any note. In the event a fundamental change occurs, it
would affect the amount and timing of the income that must be recognized by a
U.S. Holder of notes. There can be no assurance that the

S-13

IRS will agree with such position. Our determination that there is a remote
likelihood of paying additional interest on the notes is binding on each U.S.
Holder unless the holder explicitly discloses in the manner required by
applicable Treasury Regulations that its determination is different from ours.

Sale, Exchange or Redemption of the Notes

Upon the sale, exchange (other than a conversion) or redemption of a note, a
U.S. Holder generally will recognize capital gain or loss equal to the
difference between (i) the amount of cash proceeds and the fair market value
of any property received on the sale, exchange or redemption (except to the
extent such amount is attributable to accrued interest income not previously
included in income, which will be taxable as ordinary income, or is
attributable to accrued interest that was previously included in income, which
amount may be received without generating further income) and (ii) such
holder's adjusted tax basis in the note. A U.S. Holder's adjusted tax basis in
a note generally will equal the cost of the note to such holder. Such capital
gain or loss will be long-term capital gain or loss if the U.S. Holder's
holding period in the note is more than one year at the time of sale, exchange
or redemption. Long-term capital gains recognized by certain noncorporate U.S.
Holders, including individuals, will generally be subject to a maximum federal
rate of tax of 20%. The deductibility of capital losses is subject to
limitations.

Conversion of the Notes

A U.S. Holder generally should not recognize any income, gain or loss upon
conversion of a note into common stock except with respect to cash received in
lieu of a fractional share of common stock and with respect to market
discount, as described above under "--Market Discount." A U.S. Holder's tax
basis in the common stock received on conversion of a note should be the same
as such holder's adjusted tax basis in the note at the time of conversion
(reduced by any basis allocable to a fractional share interest), and the
holding period for the common stock received on conversion should generally
include the holding period of the note converted.

Cash received in lieu of a fractional share of common stock upon conversion
will be treated as a payment in exchange for the fractional share of common
stock. Accordingly, the receipt of cash in lieu of a fractional share of
common stock generally will result in capital gain or loss (measured by the
difference between the cash received for the fractional share and the holder's
adjusted tax basis in the fractional share).

Distributions on Common Stock

Distributions, if any, made on the common stock after a conversion generally
will be included in the income of a U.S. Holder as ordinary dividend income to
the extent of our current or accumulated earnings and profits. Distributions
in excess of our current and accumulated earnings and profits will be treated
as a return of capital to the extent of the U.S. Holder's basis in the common
stock and thereafter as capital gain. A dividend distribution to a corporate
U.S. holder may qualify for a dividends received deduction.

Adjustment of Conversion Price

Holders of convertible debt instruments such as the notes may, in certain
circumstances, be deemed to have received distributions of stock if the
conversion price of such instruments is adjusted. Adjustments to the
conversion price made pursuant to a bona fide reasonable adjustment formula
which has the effect of preventing the dilution of the interest of the holders
of the debt instruments, however, will generally not be considered to result
in a constructive distribution of stock. Certain of the possible adjustments
provided in the notes (including, without limitation, adjustments in respect
of taxable dividends to our stockholders) will not qualify as being pursuant
to a bona fide reasonable adjustment formula. If such adjustments are made,
the U.S. Holders of notes will be deemed to have received constructive
distributions taxable as dividends to the extent of our current and
accumulated earnings and profits even though they have not received any cash
or property as a result of such adjustments. In certain circumstances, the
failure to provide for such an adjustment may result in taxable dividend
income to the U.S. Holders of common stock.

S-14

Sale of Common Stock

Upon the sale or exchange of common stock a U.S. Holder generally will
recognize capital gain or loss equal to the difference between (i) the amount
of cash and the fair market value of any property received upon the sale or
exchange and (ii) such U.S. Holder's adjusted tax basis in the common stock.
Such capital gain or loss will be long-term capital gain or loss if the U.S.
Holder's holding period in common stock is more than one year at the time of
the sale or exchange. Long-term capital gains recognized by certain non-
corporate U.S. Holders, including individuals, will generally be subject to a
maximum federal rate of tax of 20%. A U.S. Holder's basis and holding period
in common stock received upon conversion of a note are determined as discussed
above under "Conversion of the Notes." The deductibility of capital losses is
subject to limitations.

Backup Withholding and Information Reporting

Backup withholding of U.S. federal income tax at a rate of 31% may apply to
payments pursuant to the terms of a note or common stock to a U.S. Holder that
is not an "exempt recipient" and that fails to provide certain identifying
information (such as the holder's TIN) in the manner required. Generally,
individuals are not exempt recipients, whereas corporations and certain other
entities are exempt recipients. Payments made in respect of a note or common
stock must be reported to the Service, unless the U.S. Holder is an exempt
recipient or otherwise establishes an exemption. The amount of any backup
withholding from a payment to a U.S. Holder will be allowed as a credit
against the U.S. Holder's federal income tax liability and may entitle such
holder to a refund, provided that the required information is furnished to the
IRS.

Treasury Regulations, generally effective after December 31, 2000, subject to
certain transition rules, modify the currently effective information
withholding and backup withholding procedures and requirements. U.S. Holders
should consult their own tax advisors concerning the application of the new
withholding regulations.

Special Tax Rules Applicable to Non-U.S. Holders

Taxation of Interest

In general, subject to the discussion below concerning backup withholding,
payments of interest on the notes by us or any paying agent to a beneficial
owner of a note that is a Non-U.S. Holder will not be subject to U.S.
withholding tax, provided that, (i) such Non-U.S. Holder does not own,
actually or constructively, 10% or more of the total combined voting power of
all classes of stock entitled to vote within the meaning of Section 871(h)(3)
of the Code, (ii) such Non-U.S. Holder is not a "controlled foreign
corporation" with respect to which we are a "related person" within the
meaning of the Code, (iii) such Non-U.S. Holder is not a bank receiving
interest described in Section 881(c)(3)(A) of the Code, and (iv) the
certification requirements under Section 871(h) or Section 881(c) of the Code
and Treasury Regulations thereunder are satisfied.

Interest on notes not excluded from U.S. withholding tax generally will be a
subject to U.S. withholding tax at a 30% rate, except where an applicable tax
treaty provides for the reduction or elimination of such withholding tax.

To satisfy the certification requirements referred to in (iv), above, Sections
871(h) and 881(c) of the Code and currently effective Treasury Regulations
thereunder require that either (i) the beneficial owner of a note must
certify, under penalties of perjury, to us or our paying agent, as the case
may be, that such owner is a Non-U.S. Holder and must provide such owner's
name and address, and U.S. taxpayer identification number ("TIN"), if any, or
(ii) a securities clearing organization, bank or other financial institution
that holds customer securities in the ordinary course of its trade or business
(a "Financial Institution") and holds the note on behalf of the beneficial
owner thereof must certify, under penalties of perjury, to us or our paying
agent, as the case may be, that such certificate has been received from the
beneficial owner and must furnish the payor with a copy thereof. Such
requirement will be fulfilled if the beneficial owner of a note certifies on
IRS Form W-8BEN or successor

S-15

form, under penalties of perjury, that it is a Non-U.S. Holder and provides
its name and address or any Financial Institution holding the note on behalf
of the beneficial owner files a statement with the withholding agent to the
effect that it has received such a statement from the beneficial owner (and
furnishes the withholding agent with a copy thereof).

Treasury Regulations effective for payments made after December 31, 2000, will
provide alternative methods for satisfying the certification requirements
described above and below, subject to certain grandfathering provisions. These
new regulations also require, in the case of notes held by a foreign
partnership, that (i) the certification be provided by the partners rather
than by the foreign partnership and (ii) the partnership provide certain
information, including a TIN. A look-through rule will apply in the case of
tiered partnerships.

If a Non-U.S. Holder of a note is engaged in a trade or business in the U.S.
and if interest on the note is effectively connected with the conduct of such
trade or business (and, if certain tax treaties apply, is attributable to a
U.S. permanent establishment maintained by the Non-U.S. Holder in the U.S.),
the Non-U.S. Holder, although exempt from U.S. withholding tax (provided that
the certification requirements discussed in the next sentence are met), will
generally be subject to U.S. federal income tax on such interest on a net
income basis in the same manner as if it were a U.S. Holder. In lieu of the
certificate described above, such a Non-U.S. Holder will be required, under
currently effective Treasury Regulations, to provide us with a properly
executed IRS Form W-8ECI or 4224 or successor form in order to claim an
exemption from withholding tax. In addition, if such Non-U.S. Holder is a
foreign corporation, it may be subject to a branch profits tax equal to 30%
(or such lower rate provided by an applicable treaty) of its effectively
connected earnings and profits for the taxable year, subject to certain
adjustments.

Conversion of the Notes

A Non-U.S. Holder generally should not be subject to U.S. federal withholding
tax on the conversion of a note into common stock. To the extent a Non-U.S.
Holder receives cash in lieu of a fractional share of common stock upon
conversion, such cash may give rise to gain that would be subject to the rules
described below with respect to the sale or exchange of a note or common
stock. See "--Sale, Exchange or Redemption of the Notes or Common Stock"
below.

Adjustment of Conversion Price

The conversion price of the notes is subject to adjustment in certain
circumstances. Any such adjustment could, in certain circumstances, give rise
to a deemed distribution to Non-U.S. Holders of the notes. See "--U.S.
Holders--Adjustment of Conversion Price" above. In such case, the deemed
distribution would be subject to the rules below regarding withholding of U.S.
federal tax on dividends in respect of common stock.

Distributions on Common Stock

Distributions on common stock will constitute a dividend for U.S. federal
income tax purposes to the extent of our current or accumulated earnings and
profits as determined under U.S. federal income tax principles. Dividends paid
on common stock held by a Non-U.S. Holder will be subject to U.S. federal
withholding tax at a rate of 30% (or lower treaty rate, if applicable) unless
the dividend is effectively connected with the conduct of a U.S. trade or
business by the Non-U.S. Holder and, if required by a tax treaty, is
attributable to a permanent establishment maintained in the United States, in
which case the dividend will be subject to U.S. federal income tax on net
income that applies to U.S. persons generally (and with respect to corporate
holders under certain circumstances, the branch profits tax). A Non-U.S.
Holder may be required to satisfy certain requirements in order to claim a
reduction of or exemption from withholding under the foregoing rules. However,
prior to January 1, 2001, for purposes of an applicable tax treaty, if a
stockholder's address is outside the United States it will be assumed that
such stockholder is a citizen or resident of that country absent the payor's
knowledge to the contrary.

S-16

Sale, Exchange or Redemption of the Notes or Common Stock

A Non-U.S. Holder of a note or common stock will not be subject to U.S.
federal income tax on gains realized on the sale, exchange or other
disposition of such note or common stock unless (i) such Non-U.S. Holder is an
individual who is present in the U.S. for 183 days or more in the taxable year
of sale, exchange or other disposition, and certain conditions are met, (ii)
such gain is effectively connected with the conduct by the Non-U.S. Holder of
a trade or business in the U.S. and, if certain U.S. income tax treaties
apply, is attributable to a U.S. permanent establishment maintained by the
Non-U.S. Holder, (iii) the Non-U.S. Holder is subject to Code provisions
applicable to certain U.S. expatriates, or (iv) in the case of a note or
common stock held by a person who holds more than 5% of such stock, we are or
have been, at any time within the shorter of the five-year period preceding
such sale or other disposition or the period such Non-U.S. Holder held the
common stock, a U.S. real property holding corporation (a "USRPHC") for U.S.
federal income tax purposes. We do not believe that we currently are a USRPHC
or that we will become one in the future.

U.S. Federal Estate Tax

A note held by an individual who at the time of death is not a citizen or
resident of the U.S. (as specially defined for U.S. federal estate tax
purposes) will not be subject to U.S. federal estate tax if the individual did
not actually or constructively own 10% or more of the total combined voting
power of all classes of our stock and, at the time of the individual's death,
payments with respect to such note would not have been effectively connected
with the conduct by such individual of a trade or business in the U.S. Common
stock held by an individual who at the time of death is not a citizen or
resident of the U.S. (as specially defined for U.S. federal estate tax
purposes) will be included in such individual's estate for U.S. federal estate
tax purposes, unless an applicable estate tax treaty otherwise applies.

Non-U.S. Holders should consult with their tax advisors regarding U.S. and
foreign tax consequences with respect to the notes and common stock.

Backup Withholding and Information Reporting

In the case of payments of interest on a note to a Non-U.S. Holder, Treasury
Regulations provide that backup withholding and information reporting will not
apply to payments with respect to which either requisite certification has
been received or an exemption has otherwise been established (provided that
neither we nor our paying agent has actual knowledge that the holder is a U.S.
Holder or that the conditions of any other exemption are not in fact
satisfied).

Dividends on the common stock paid to Non-U.S. Holders that are subject to
U.S. withholding tax, as described above, generally will be exempt from U.S.
backup withholding tax but will be subject to certain information reporting.

Payments of the proceeds of the sale of a note or common stock to or through a
foreign office of a U.S. broker or a foreign broker that is a "controlled
foreign corporation" within the meaning of the Code or a foreign person, 50%
or more of whose gross income from all sources for the three-year period
ending with the close of its taxable year preceding the payment was
effectively connected with the conduct of a trade or business within the U.S.)
are currently subject to certain information reporting requirements, unless
the payee is an exempt recipient or such broker has evidence in its records
that the payee is a non-U.S. holder and no actual knowledge that such evidence
is false and certain other conditions are met. Temporary Treasury Regulations
indicate that such payments are not currently subject to backup withholding.

Under current Treasury Regulations, payments of the proceeds of a sale of a
note or common stock to or through the U.S. office of a broker will be subject
to information reporting and backup withholding unless the payee certifies
under penalties of perjury as to his or her status as a Non-U.S. Holder and
satisfies certain other qualifications (and no agent of the broker who is
responsible for receiving or reviewing such statement has actual

S-17

knowledge that it is incorrect) and provides his or her name and address or
the payee otherwise establishes an exemption.

Any amounts withheld under the backup withholding rules from a payment to a
Non-U.S. Holder of a note or common stock will be allowed as a credit against
such holder's U.S. federal income tax, if any, or will be otherwise refundable
provided that the required information is furnished to the IRS in a timely
manner.

As noted above, new regulations will generally be applicable to payments made
after December 31, 2000. In general, these new regulations do not
significantly alter the substantive withholding and information reporting
requirements but unify current certification procedures and forms and clarify
reliance standards. Under these new regulations, special rules apply which
permit the shifting of primary responsibility for withholding to certain
financial intermediaries acting on behalf of beneficial owners. A Non-U.S.
Holder of a note or common stock should consult with its tax advisor regarding
the application of the backup withholding rules to its particular situation,
the availability of an exemption therefrom, the procedure for obtaining such
an exemption, if available, and the impact of these new regulations on
payments made with respect to notes or common stock after December 31, 2000.

THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS IS
FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. ACCORDINGLY, EACH
PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISER AS TO THE PARTICULAR
U.S. FEDERAL, STATE, AND LOCAL TAX CONSEQUENCES OF PURCHASING, HOLDING AND
DISPOSING OF THE NOTES AND OUR COMMON STOCK. TAX ADVISORS SHOULD ALSO BE
CONSULTED AS TO THE U.S. ESTATE AND GIFT TAX CONSEQUENCES AND THE FOREIGN TAX
CONSEQUENCES OF PURCHASING, HOLDING AND DISPOSING OF OUR NOTES AND COMMON
STOCK, AS WELL AS THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.

Other Tax Consequences

Market Discount

The resale of the notes may be affected by the impact on a purchaser of the
"market discount" provisions of the Code. For this purpose, the market
discount on the notes generally will be equal to the amount, if any, by which
the stated redemption price at maturity of the notes immediately after
acquisition (other than at original issue) exceeds the holder's adjusted tax
basis in the notes. Subject to a de minimis exception, these provisions
generally require a U.S. Holder who acquires notes at a market discount to
treat as ordinary income any gain recognized on the disposition of such notes
to the extent of the "accrued market discount" on such notes at the time of
disposition, unless the holder elects to include accrued market discount in
income currently. This election to include market discount in income
currently, once made, applies to all market discount obligations acquired on
or after the first taxable year to which the election applies and may not be
revoked without the consent of the IRS. In general, market discount will be
treated as accruing on a straight-line basis over the remaining term of the
notes at the time of acquisition, or, at the election of the holder, under a
constant yield method. A U.S. Holder who acquires notes at a market discount
and who does not elect to include accrued market discount in income currently
may be required to defer the deduction of a portion of the interest on any
indebtedness incurred or maintained to purchase or carry the notes until such
notes are disposed of in a taxable transaction. If a holder acquires notes
with market discount and receives our common stock upon conversion of such
notes, the amount of accrued market discount not previously included in income
with respect to the converted notes through the date of conversion will be
treated as ordinary income upon the disposition of the common stock.

Under the President's recent budget proposal, accrual basis taxpayers could be
required to accrue market discount currently, subject to certain limitations.

S-18

Amortizable Premium

A U.S. Holder who purchases a note at a premium over its stated principal
amount, plus accrued interest, generally may elect to amortize such premium
("Section 171 premium") from the purchase date to the note's maturity date
under a constant-yield method that reflects semiannual compounding based on
the note's payment period. Amortizable premium, however, will not include any
premium attributable to a note conversion feature. The premium attributable to
the conversion feature is the excess, if any, of the note's purchase price
over what the note's fair market value would be if there were no conversion
feature. Amortized Section 171 premium is treated as an offset to interest
income on a note and not as a separate deduction. The election to amortize a
premium on a constant yield method, once made, applies to all debt obligations
held or subsequently acquired by the electing U.S. holder on or after the
first day of the first taxable year to which the election applies and may not
be revoked without the consent of the IRS.

S-19

UNDERWRITERS

Under the terms and subject to the conditions in an underwriting agreement
dated the date hereof, the underwriters named below have severally agreed to
purchase, and we have agreed to sell to them the principal amount of the notes
set forth opposite their names below:

Principal Amount
Underwriter of Notes
----------- ----------------

Morgan Stanley & Co. Incorporated........................... $
Prudential Securities Incorporated..........................
Robertson Stephens, Inc. ...................................
Thomas Weisel Partners LLC..................................

------
Total..................................................... $
======

The underwriters are offering the notes subject to their acceptance of the
notes from us and subject to prior sale. The underwriting agreement provides
that the obligation of the underwriters to pay for and accept delivery of the
notes is subject to the approval of legal matters by their counsel and to
other conditions. The underwriters are obligated to take and pay for all the
notes (other than those covered by the over-allotment option described below)
if any are taken.

The underwriters initially propose to offer part of the notes directly to the
public at the public offering price set forth on the cover page and part to
certain dealers at a price that represents a concession not in excess of %
of the principal amount of the notes. No underwriter may allow, and no dealer
may reallow, a concession to other dealers. After the initial offering of the
notes, the offering price and other selling terms may from time to time be
varied by the underwriters.

We have granted to the underwriters an option, exercisable for 30 days from
the date of this prospectus, to purchase up to an additional $45,000,000
principal amount of the notes at the public offering price set forth on the
cover page hereof, less underwriting discounts and commissions. The
underwriters may exercise such option solely for the purpose of covering over-
allotments, if any, made in connection with this offering.

The notes are a new issue of securities with no established trading market and
will not be listed on any national securities exchange. The underwriters have
advised us that they presently intend to make a market in the notes, as
permitted by applicable laws and regulations. The underwriters are not
obligated, however, to make a market in the notes and any such market making
may be discontinued at any time at the sole discretion of the underwriter.
Accordingly, no assurance can be given as to the liquidity of, or trading
markets for, the notes.

. enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the
common stock,

S-20

whether any such transaction described in either section above is to be
settled by delivery of common stock or such other securities, in cash or
otherwise. The foregoing sentence shall not apply:

. in our case, to (i) the sale of the notes offered hereby or the issuance
of the underlying securities upon conversion of the notes, (ii) the
issuance by us of any shares of common stock upon the exercise of an
option or warrant or the conversion of a security outstanding on the
date of this prospectus supplement, or (iii) the grant or exercise of
options to purchase common stock under our employee benefit plans or
(iv) the sale of 1,400,000 shares of common stock in a concurrent
offering; and

. in the case of our executive officers and directors, to (i) transactions
relating to shares of common stock or other securities acquired in open
market transactions after the completion of the offering and
(ii) certain transfers of shares of common stock or any security
convertible into common stock as a bona fide gift or gifts.

In order to facilitate the offering of the notes, the underwriters may engage
in transactions that stabilize, maintain or otherwise affect the price of the
notes or common stock. Specifically, the underwriters may sell more notes than
they are obligated to purchase under the underwriting agreement, creating a
short position. A short sale is covered if the short position is no greater
than the number of notes available for purchase by the underwriters under the
over allotment option. The underwriters can close out a covered short sale by
exercising the over allotment option or purchasing notes in the open market.
In determining the source of notes to close out a covered short sale, the
underwriters will consider, among other things, the open market price of notes
compared to the price available under the over allotment option. The
underwriters may also sell notes in excess of the over allotment option,
creating a naked short position. The underwriters must close out any naked
short position by purchasing notes in the open market. A naked short position
is more likely to be created if the underwriters are concerned that there may
be downward pressure on the price of the notes in the open market after
pricing that could adversely affect investors who purchase in the offering. As
an additional means of facilitating the offering, the underwriters may bid
for, and purchase, notes in the open market to stabilize the price of the
notes. The underwriting syndicate may also reclaim selling concessions allowed
to an underwriter or a dealer for distributing the notes in the offering, if
the syndicate repurchases previously distributed notes to cover syndicate
short positions or to stabilize the price of the common stock. These
activities may raise or maintain the market price of the notes above
independent market levels or prevent or retard a decline in the market price
of the notes. The underwriters are not required to engage in these activities,
and may end any of these activities at any time.

S-21

LEGAL MATTERS

Cooley Godward LLP, San Francisco, California, will provide us with an opinion
as to the legality of the securities we are offering. Davis Polk & Wardwell
will act as counsel for the underwriters.

S-22

Filed Pursuant to Rule 424(b)(2)
Registration No. 333-33560

PROSPECTUS

$680,000,000

[NVIDIA CORPORATION LOGO]

Common Stock
Debt Securities

----------------

This prospectus relates to offerings from time to time by NVIDIA Corporation
of shares of its common stock and debt securities. Specific terms of these
securities will be provided in supplements to this prospectus. You should read this prospectus and any supplementsprospectus supplement carefully before you invest.

----------------

Our common stock is quotedcurrently trades on the Nasdaq National Market under the symbol "NVDA."

----------------

INVESTING IN THE COMMON STOCK OR DEBT SECURITIES INVOLVES A HIGH DEGREE OF
RISK. SEE "RISK FACTORS" BEGINNING ON PAGE 4.

----------------

“NVDA.” The applicable prospectus supplement will contain information, where applicable, as to any other listing (if any) on the Nasdaq National Market or any securities exchange of the securities covered by the prospectus supplement.
This prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
Investing in our securities involves a high degree of risk. Please see the section entitled “Quantitative and Qualitative Disclosures About Market Risk” contained in our most recent annual report on Form 10-K and in our most recent quarterly report on Form 10-Q, as filed with the Securities and Exchange Commission, both of which are incorporated by reference herein in their entirety.
The securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers. For additional information on the methods of sale, you should refer to the section entitled “Plan of Distribution.” If any underwriters are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such underwriters and any applicable commissions or discounts will be set forth in a prospectus supplement. The net proceeds we expect to receive from such sale will also be set forth in a prospectus supplement.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the
adequacydetermined if this prospectus is truthful or accuracy of this prospectus.complete. Any representation to the contrary is a criminal offense.

----------------

If
The date of this prospectus is , 200
TABLE OF CONTENTS
Page
ABOUT THIS PROSPECTUS i
NVIDIA CORPORATION 1
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 2
FORWARD-LOOKING STATEMENTS 2
THE SECURITIES WE MAY OFFER 2
RATIO OF EARNINGS TO FIXED CHARGES 4
USE OF PROCEEDS 4
DESCRIPTION OF CAPITAL STOCK 5
DESCRIPTION OF DEBT SECURITIES 8
DESCRIPTION OF WARRANTS 14
LEGAL OWNERSHIP OF SECURITIES 16
PLAN OF DISTRIBUTION 19
LEGAL MATTERS 20
EXPERTS 20
WHERE YOU CAN FIND MORE INFORMATION 20
This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or incorporated by reference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below under “Where You Can Find More Information.”
This prospectus is part of a registration statement we sellfiled with the securities through agentsSecurities and Exchange Commission, or underwriters,the SEC. You should rely only on the information we will include
their names and the fees, commissions and discounts they will receive, as well
as the net proceeds to us,have provided or incorporated by reference in the applicablethis prospectus or any prospectus supplement. October 2, 2000

TABLE OF CONTENTS

Page
----

About This Prospectus.............. i
Prospectus Summary................. 1
The Securities We May Offer........ 3
Risk Factors....................... 4
Forward-Looking Information........ 15
Ratio of Earnings to Fixed Charges. 15
Use of Proceeds.................... 16
Common Stock Price Range........... 16
Dividend Policy.................... 16
Selected Financial Data............ 17
Management's Discussion and
Analysis of Financial Condition
and Results of Operations......... 18

Page
----

Business............................ 26
Management.......................... 38
Principal Stockholders.............. 41
Description of Capital Stock........ 43
Description of Debt Securities...... 45
Plan of Distribution................ 53
Legal Matters....................... 54
Experts............................. 54
Where You Can Find More Information. 54
Index to Financial Statements....... F-1

----------------We have not authorized anyone to provide you with information different from that contained in this prospectus. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. TheYou should assume that the information contained in this prospectus or any prospectus supplement is currentaccurate only as of its date.

----------------

"NVIDIA," the NVIDIA logo, "NVIDIA GeForce2 Ultra," "GeoForce2 MX," "NVIDIA
GeForce2 MX," "NVIDIA GeForce2 GTS," "GeForce 256," "NVIDIA Quadro," "NVIDIA
Quadro2," "NVIDIA Quadro2 Pro," "NVIDIA Quadro2 MXR," "NVIDIA Vanta," "NVIDIA
Vanta LT," "NVIDIA TNT," "NVIDIA TNT2," "NVIDIA TNT2 Pro," "NVIDIA TNT2 M64"date on the front of the document and "NVIDIA TNT2 ULTRA" are our trademarks. Other brands, names, and
trademarks appearing inthat any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus are the propertyor any sale of their respective
owners.

----------------

a security.
ABOUT THIS PROSPECTUS
This prospectus is a part of a registration statementsstatement that we filed with the Securities and Exchange Commission utilizingSEC using a shelf“shelf” registration process. Under this shelf registration process, we may sell the common stock, andpreferred stock, debt securities and/or warrants in one or more offerings up to a total dollar amount of $680,000,000.$500,000,000. This prospectus provides you with a general description of the securities we may offer. Each time we sell common stock, andpreferred stock, debt securities and/or warrants, we will provide a prospectus supplement that will contain more specific information, as set forth below under "Thein the section entitled “The Securities We May Offer."” We may also add, update or change in the prospectus supplement any of the information contained in this prospectus. This prospectus, together with applicable prospectus supplements, includes all material information relating to this offering. Please carefully read both this prospectus and any prospectus supplement together with the additional information described below under "Where“Where You Can Find More Information."

PROSPECTUS SUMMARY

”This summary highlights some information from this prospectus and it may not contain allbe used to consummate a sale of securities unless it is accompanied by a prospectus supplement.
i
NVIDIA CORPORATION
Overview
We are one of the information that is important to you. To understand the
terms of the securities, you should read this prospectus with the accompanying
prospectus supplement carefully. Together, these documents describe the
specific terms of the securities we are offering. You should also carefully
read the section titled "Risk Factors" in this prospectusworld’s largest “fabless” semiconductor companies, supplying graphics and the accompanying
prospectus supplement and the documents identified under "Where You Can Find
More Information."

Overview

We design, develop and market graphicsmedia communications processors and related software forthat are integral to personal computers, or PCs, professional workstations, handheld devices and digital entertainment platforms. We provide a "top-to-
bottom"an architecturally compatible “top-to-bottom” family of award-winning performance 3D graphics processors and graphics processing units, or GPUs, thatwhich set the standard for performance, quality, compatibility and features for a broad range of desktop PCs, from professional workstations to
low-cost PCs.personal computing platforms. Our 3D graphics and communications processors are used infor a wide variety of applications, including games, digital content creation, personal digital image editing, business productivity the Internetand product and industrial design. Our mission is to be the most important visual computing company in the world.
Interactive 3D graphics processors were the firstare integral to incorporate a 128-
bit multi-texturing graphics architecture designed to deliver to users of our
products a highly immersive, interactive 3D experience with compelling visual
quality, realistic imageryvarious computing and motion, stunning effects and complex object and
scene interaction at real-time frame rates. The NVIDIA TNT2, TNT2 M64 and Vanta
graphics processors deliver high performance 3D and 2D graphics at affordable
prices, making them the graphics hardware of choice for a wide range of
applications for bothentertainment platforms such as workstations, consumer and commercial use. Ourdesktop PCs, Internet appliances and video gaming consoles. 3D graphics is a powerful broadband medium that enables the communication and visualization of information, whether it is in professional applications like digital content creation and computer assisted design and computer assisted manufacturing, or CAD/CAM, or commercial applications like financial analysis and business-to-business collaboration or simply surfing the Internet or playing games. The visually engaging and interactive nature of 3D graphics responds to consumers’ demands for a convincing simulation of reality beyond what is possible with traditional 2D graphics. We expect that the fundamental interactive capability and distributive nature of 3D graphics will make it the primary broadband medium for a digitally connected world. We believe that a substantial market opportunity exists for providers of performance 3D graphics processors, are
designed to be architecturally compatible backwardparticularly as performance 3D graphics have become an increasingly important requirement and forward between
generations, giving our OEM customers and end users a low costpoint of ownership. We
are recognizeddifferentiation for developing the world's first GPU, the GeForce 256, which
incorporates independent hardware transform and lighting processing units along
with a complete rendering pipeline into a single-chip architecture. PC original equipment manufacturers, or OEMs.
Our current
GPUs, the GeForce2 Ultra, the GeForce2 GTS, the GeForce2 MX, the NVIDIA Quadro2
Pro and the Quadro2 MXR, process hundreds of billions of operations per second
and increase the PC's ability to render high-definition 3D scenes in real-time.
Our GPU familyentire product line provides superior processing and rendering power at competitive prices and is architecteddesigned to deliver the maximum performance from industry standards such as Microsoft's Direct3DMicrosoft’s DirectX API and SGI'sSGI’s OpenGL API on Windows 98,
Windows 2000operating systems and Linux platforms. The GeForce family, representing our desktop GPUs, which also includes the GeForce2, GeForce3, GeForce4 and GeForce FX, is designed to deliver the highest performance and features for every price product line ranging from mainstream to performance PCs. The nForce family represents our platform processors for desktop and notebook PCs. We have also developed an integrated core
logic/graphicsdefine a platform processor as a chipset called Aladdin TNT2 throughthat can off-load system functions, such as audio processing and network communications, and perform these operations independently from the host central processing unit, or CPU. The nForce family is the industry’s first highly-integrated platform processor to incorporate a partnership with Acer
Laboratories, Inc., or ALi, onecomprehensive set of multimedia capabilities, such as 2D, 3D, DVD, HDTV, Dolby Digital audio playback and fast broadband and networking communications. The GeForce Go family represents our mobile GPUs, which consists of the leading suppliers of core logic chipsets
for the PC. The Aladdin TNT2 chipset brings NVIDIA-classGeForce4 Go, GeForce2 Go, Quadro4 GL Go, Quadro2 Go and GeForce FX Go GPUs. These are designed to deliver desktop graphics performance and qualityfeatures for multiple notebook configurations from desktop replacements, performance notebooks and thin-and-lights to mobile workstations. NVIDIA’s Quadro branded products are robust, high-performance workstation solutions for the value PC segment.

Weprofessional user that are available for the high-end, mid-range, entry-level and multi-display product lines. The NVIDIA Quadro products are fully certified for all professional workstation applications, and are designed our GPUs andto deliver the graphics processors to enable PC OEMs and add-in
board manufacturers to build award-winning state-of-the-art interactive 3D
graphics capability while maintaining affordable prices. We believe that a PC's
interactive 3D graphics capability represents one of the primary means by which
users differentiate among various systems. PC users today can easily
differentiate the quality of graphics and prefer personal computers that
provide a superior visual experience. We believe that by developing 3D graphics
solutions that provide superior performance and addressprecision required by professional applications. The Xbox processors feature the key requirementsdual-processing architecture of NVIDIA’s XGPU and MCP to power the PC market, we will acceleratevideo game system’s standout graphics, audio and networking capabilities. The GoForce 2150 is the adoptionfirst product from the combined efforts of 3D graphics throughout this
market.

Our products currently are designed into products offered by virtually every
leading branded PC OEM, including Acer, Compaq, Dell, eMachines, Fujitsu-
Siemens, Gateway, HP, IBM, micronpc.com, NEC, Packard Bell NEC, SGINVIDIA and Sony,
as well as leading CEMs, including Celestica, Intel, Mitac, MSI, SCIMediaQ. The GoForce 2150 offers a host of advanced features for cell phones and VisionTek,PDAs. Using dedicated hardware accelerator engines, the GoForce 2150 delivers exceptionally high performance for multimedia applications and leading add-in board manufacturers, including ASUSTek, Canopus,
Creative, ELSA and Guillemot. The benefits and performancedrives high-resolution displays, while extending handheld battery life through a variety of the NVIDIA family
of 3D graphics processors have received significant industry validation and
have enabled us and our customers to win more than 600 industry awards,
including over 20 "Editors' Choice" awards from PC Magazine during the last
three years, Edge Magazine's 1999 "Hardware Innovation of the Year,"
MicroDesign Research's "1999 Analyst's Choice for Best 3D Processor" and, in
the workstation market, Pro/E the Magazine's "Platinum Award."
unique power management techniques.
Corporate Information
We were incorporated in California in April 1993 and reincorporated in Delaware in April 1998. Our executive offices are located at 3535 Monroe
Street,2701 San Tomas Expressway, Santa Clara, California 95051,95050, and our telephone
number is (408) 615-
2500.486-2000. Our web site is located at www.nvidia.com. Information contained on our web site should not be deemed to be part of this prospectus.

SUMMARY FINANCIAL DATA

Statement of Operations
Data:
Revenue................. $1,182 $3,912 $29,071 $13,331 $158,237 $374,505 $149,035 $318,881
Operating income (loss). (6,470) (2,993) (3,459) 1,499 4,516 54,412 18,466 54,587
Net income (loss)....... (6,377) (3,077) (3,589) 1,347 4,130 38,098 12,947 40,809
Diluted net income
(loss) per share(1).... (.28) (.14) (.14) .03 .08 .53 .18 .52
Shares used
All NVIDIA brand and product names are trademarks or registered trademarks of NVIDIA Corporation, in diluted
per share
computation(1)(2)...... 22,730 22,766 25,354 52,200 54,786 72,196 70,910 78,633
Other Data:
Ratio of earnings to
fixed charges.......... -- -- -- 37x 8x 68x 48x 157x

- ----------------
(1) Reflects the two-for-one stock split effectedUnited States and other countries. All other trade names, trademarks and service marks appearing in June 2000.
(2) See Note 1this prospectus are the property of their respective holders. We do not intend our use or display of other parties’ trade names, or trademarks or service marks to Financial Statementsimply a relationship with, or endorsement or sponsorship of, us by these other parties.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Except for the historical information contained in this prospectus or incorporated by reference, this prospectus (and the information incorporated by reference in this prospectus) contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed here or incorporated by reference. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in the section entitled “Quantitative and Qualitative Disclosures About Market Risk” contained in our most recent annual report on Form 10-K, as amended, and contained in our most recent quarterly report on Form 10-Q filed with the SEC, both of which are incorporated herein by reference in their entirety.
Investment in our securities involves a high degree of risk. You should consider carefully the “Quantitative and Qualitative Disclosures About Market Risk”, as well as other information in this prospectus and the prospectus supplement before purchasing any of our securities. Each of these factors could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an explanationinvestment in our securities.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents that we have filed with the SEC that are included or incorporated or deemed to be incorporated by reference in this prospectus include “forward-looking statements” within the meaning of Section 27A of the determinationSecurities Act and Section 21E of the numberSecurities Exchange Act of shares used1934. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Such statements may include words such as “anticipate,” “estimate,��� “expect,” “project,” “intend,” “plan,” “believe” and other words and terms of similar meaning in per share computations.

2
connection with any discussion of future operating or financial performance. These forward-looking statements include but are not limited to: statements related to industry trends and future growth in the markets for three dimensional, or 3D, graphics and media communication processors; our product development efforts; the timing of our introduction of new products; industry and consumer acceptance of our products; and future profitability.
Any or all of our forward-looking statements in this prospectus and in the documents incorporated or deemed to be incorporated by reference in this prospectus may turn out to be wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks and uncertainties. Many factors mentioned in our discussion in this prospectus will be important in determining future results. Consequently, no forward-looking statement can be guaranteed. Actual future results may vary materially.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. We advise you to consult any additional cautionary discussion of risks and uncertainties under “Quantitative and Qualitative Disclosures About Market Risk” contained in our most recent annual report on Form 10-K, as amended, and contained in our most recent quarterly report on Form 10-Q. These are factors that we think could cause our actual results to differ materially from expected results. Other factors besides those listed in our most recent annual report on Form 10-K, as amended, and quarterly report on Form 10-Q could also adversely affect us. This discussion is provided as permitted by the Private Securities Litigation Reform Act of 1995.
THE SECURITIES WE MAY OFFER
We may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities with a total value of up to $680.0 million,$500,000,000 from time to time under this prospectus at prices and on terms to be determined by market conditions at the time of offering. This prospectus
provides you with a general description of the securities we may offer. Each time we offer a type or series of securities, we will provide a prospectus supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:

.
designation or classification;

.
aggregate principal amount or aggregate offering price;

.
maturity, if applicable;

.
rates and times of payment of interest or dividends, if any;

.
redemption, conversion or sinking fund terms, if any;

.
voting or other rights, if any;

.
conversion prices, if any; and

.
important federal income tax considerations.
The prospectus supplement also may add, update or change information contained in thethis prospectus or in documents we have incorporated by reference.
THIS PROSPECTUS MAY NOT BE USED TO COMPLETE ANY SALE OF SECURITIES UNLESS IT IS
ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.

We may sell the securities directly to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities through agents or underwriters, we will include in the applicable prospectus supplement:

.
the names of those agents or underwriters;

.
applicable fees, discounts and commissions to be paid to them; and

.
the net proceeds to us.
Common Stock. We may issue shares of our common stock from time to time. Holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders, except those matters that are submitted
solely to a vote of the holders of preferred stock.stockholders. Subject to any preferences of outstanding shares of preferred stock, holders of common stock are entitled to dividends when and if declared by theour board of directors.
Preferred Stock. We may issue shares of our preferred stock from time to time, in one or more series. Our board of directors shall determine the rights, preferences, privileges and restrictions of the preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preferences, sinking fund terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will be convertible into our common stock. Conversion may be mandatory or at your option and would be at prescribed conversion rates. The issuance of preferred stock could adversely affect the voting power of holders of common stock and the likelihood that such holders will receive dividend payments upon liquidation and could have the effect of delaying, deferring or preventing a change in control.
Debt Securities. We may offer debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt. The senior debt securities will rank equally with all of ourany other unsecured and unsubordinated debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable for our common stock.stock or our other securities. Conversion may be mandatory or at your option and would be at prescribed conversion rates.
The debt securities will be issued under one or more documents called indentures, which are contracts between us and Chase
Manhattan Bank and Trust Company, N.A., a national banking association.association, as trustee. In this prospectus, we have summarized certain general features of the debt securities. We urge you, however, to read the prospectus supplementsupplements related to the series of debt securities being offered, as well as the complete indentures whichthat contain the terms of the debt securities. TheIndentures have been filed as exhibits to the registration statement of which this prospectus is a part, and supplemental indentures have beenand forms of debt securities containing the terms of debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference from reports we file with the SEC.

RISK FACTORS

You should carefully consider and evaluate all
Warrants. We may issue warrants for the purchase of the informationcommon stock, preferred stock and/or debt securities in this
prospectus, including the risk factors listed below. Any of these risks could
materially and adversely affect our business, financial condition and results
of operations, which in turn could materially and adversely affect the price
of theone or more series. We may issue warrants independently or together with common stock, preferred stock and/or debt securities, and the common stock. Thewarrants may be attached to or separate from these securities. In this prospectus, supplement
applicablewe have summarized certain general features of the warrants. We urge you, however, to each type orread the prospectus supplements related to the series of securities also will contain a discussion
of risks applicable to an investment in our company and towarrants being offered, as well as any warrant agreement that contains the particular
types of securities that we are offering under that supplement. Prior to
making a decision about investing in our securities, you should carefully
consider the specific factors discussed under the caption "Risk Factors" in
both the prospectus and the applicable prospectus supplement, together with
allterms of the other information contained in this prospectuswarrants. The warrant agreement and form of warrant containing the prospectus
supplement or appearing or incorporated by reference interms of the warrants being offered will be filed as exhibits to the registration statement of which this prospectus is a part.

Keep these risk factorspart or will be incorporated by reference from reports we file with the SEC. We will evidence each series of warrants by warrant certificates that we will issue under a separate agreement. We will enter into the warrant agreement with a warrant agent. Each warrant agent will be a bank that we select which has its principal office in mind when you read "forward-looking" statements
elsewhere in this prospectusthe United States and a combined capital and surplus of at least $50,000,000. We will indicate the name and address of the warrant agent in the applicable prospectus supplements andsupplement relating to a particular series of warrants.
RATIO OF EARNINGS TO FIXED CHARGES
Year Ended
Nine Months Ended
January 31,
1999
January 30,
2000
January 28,
2001
January 27,
2002
January 26,
2003
October 27,
2002
October 26,
2003
(in thousands, except ratio of earnings)
Fixed Charges:
Interest expensed and debt cost amortization $ 291 $ 332 $ 4,852 $ 16,173 $ 16,467 $ 12,318 $ 11,915
Estimate of interest within rental expense 513 825 1,032 4,565 8,445 6,343 6,481
Total Fixed Charges $ 804 $ 1,157 $ 5,884 $ 20,738 $ 24,912 $ 18,661 $ 18,396
Earnings:
Pre-tax gain (loss) from continuing operations $ 4,487 $ 60,371 $ 144,808 $ 252,749 $ 150,557 $ 77,791 $ 60,424
Fixed charges 804 1,157 5,884 20,738 24,912 18,661 18,396
Total earnings (loss) for computation of ratio $ 5,291 $ 61,528 $ 150,692 $ 273,487 $ 175,469 $ 96,452 $ 78,820
Ratio of earnings to fixed charges 6.58 53.16 25.61 13.19 7.04 5.17 4.28
USE OF PROCEEDS
Unless otherwise indicated in the documents incorporated by reference. Such statements relateapplicable prospectus supplement, we intend to our
expectations about future eventsuse the proceeds for working capital and time periods. Generally, the words
"anticipate," "expect," "intend" and similar expressions identify forward-
looking statements. Forward-looking statements involve risks and
uncertainties, and future events and circumstances could differ significantly
from those anticipated in the forward-looking statements.

Our operating results are unpredictable and may fluctuate.

Many of our revenue components fluctuate and are difficult to predict, and
our operating expenses are largely independent of revenue in any particular
period. It is therefore difficult for us to accurately forecast revenue and
profits or losses. We believe that our quarterly and annual results of
operations will be affected by a variety of factors that could adversely
affect our revenue, gross profit and results of operations.

Factors that have affected our results of operations in the past, and are
likely to affect our results of operations in the future, include the
following:

. demand and market acceptance for our products and/or our customers'
products;

. the successful development and volume production of next-generation
products;

. new product announcements or product introductions by our competitors;

. our ability to introduce new products in accordance with OEM design
requirements and design cycles;

. changes in the timing of product orders due to unexpected delays in the
introduction of our customers' products;

. fluctuations in the availability of manufacturing capacity or
manufacturing yields;

. competitive pressures resulting in lower than expected average selling
prices;

. rates of return in excess of that forecasted or expected due to quality
issues;

. the rescheduling or cancellation of customer orders;

. the loss of a key customer or the termination of a strategic
relationship;

. seasonal fluctuations associated with the PC market;

. substantial disruption in our suppliers' operations, either as a result
of a natural disaster, equipment failure or other cause;

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

. our ability to reduce the manufacturing costs of our products;

. legal and other costs related to defending intellectual property;

.bad debt write-offs;

. unexpected inventory write-downs; and

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

Any one or more of the factors discussed above could prevent us from
achieving our expected future revenue or net income.

Because most operating expenses are relatively fixed in the short term, we
may be unable to adjust spending sufficiently in a timely manner to compensate
for any unexpected sales shortfall. We may be required to reduce prices in
response to competition or to pursue new market opportunities. If new
competitors, technological advances by existing competitors or other
competitive factors require us to invest significantly greater resources than
anticipated in research and development or sales and marketing efforts, our
business could suffer. Accordingly, we believe that period-to-period
comparisons of our results of operations should not be relied upon as an
indication of future performance. In addition, the results of any quarterly
period are not indicative of results to be expected for a full fiscal year.

Our 3D graphics solution may not continue to be accepted by the PC market.

Our success will depend in part upon continued broad adoption of our 3D
graphics processors for high performance 3D graphics in PC applications. The
market for 3D graphics processors has been characterized by unpredictable and
sometimes rapid shifts in the popularity of products, often caused by the
publication of competitive industry benchmark results, changes in dynamic
random memory devices pricing and other changes in the total system cost of
add-in boards, as well as by severe price competition and by frequent new
technology and product introductions. Only a small number of products have
achieved broad market acceptance and such market acceptance, if achieved, is
difficult to sustain due to intense competition. Since we have no other
product line, our business would suffer if for any reason our current or
future 3D graphics processors do not continue to achieve widespread acceptance
in the PC market. If we are unable to complete the timely development of or
successfully and cost-effectively manufacture and deliver products that meet
the requirements of the PC market, our business would be harmed.

Our integrated graphics product may not be accepted by the PC market.

We expect that integrated graphics chipset products will become an
increasing part of the lower cost segment of the PC graphics market. We have
only recently introduced a 3D graphics processor targeted at this segment, as
part of a joint development effort with ALi. If this product is not
competitive in this segment and the integrated chipset segment continues to
account for an increasing percentage of the units sold in the PC market, our
business may suffer.

We need to develop new products and to manage product transitions in order
to succeed.

Our business will depend to a significant extent on our ability to
successfully develop new products for the 3D graphics market. Our add-in board
manufacturers and major OEM customers typically introduce new system
configurations as often as twice per year, typically based on spring and fall
design cycles. Accordingly, our existing products must have competitive
performance levels or we must introduce new products on a timely basis with
such performance characteristics in order to be included in new system
configurations. This requires that we do the following:

. anticipate the features and functionality that consumers will demand;

. incorporate those features and functionality into products that meet the
exacting design requirements of PC OEMs and add-in board manufacturers
or CEMs;

. price our products competitively; and

. introduce the products to the market within the limited window for PC
OEM and add-in board manufacturers.

As a result, we believe that significant expenditures for research and
development will continue to be required in the future. The success of new
product introductions will depend on several factors, including the following:

. proper new product definition;

. timely completion and introduction of new product designs;

. the ability of Taiwan Semiconductor Manufacturing Co., or TSMC, our
primary manufacturer, WaferTech LLC, a joint venture controlled by TSMC,
and any additional third-party manufacturers to effectively manufacture
our new products in a timely manner;

. the quality of any new products;

. differentiation of new products from those of our competitors;

. market acceptance of our and our customers' products; and

. availability of adequate quantity and configurations of various types of
memory products.

Our strategy is to utilize the most advanced semiconductor process
technology appropriate for our products and available from commercial third-
party foundries. Use of advanced processes has in the past resulted in initial
yield problems. New products that we introduce may not incorporate the
features and functionality demanded by PC OEMs, add-in board manufacturers and
consumers of 3D graphics. In addition, we may not successfully develop or
introduce new products in sufficient volumes within the appropriate time to
meet both the PC OEMs' design cycles and market demand. We have in the past
experienced delays in the development of some new products. Our failure to
successfully develop, introduce or achieve market acceptance for new 3D
graphics products would harm our business.

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

As markets for our 3D graphics processors develop and competition increases,
we anticipate that product life cycles at the high end will remain short and
average selling prices will continue to decline.general corporate purposes. In particular, we expect average selling prices and gross margins for our 3D graphics processors to decline as each product matures and as unit volume increases. As a result, we
will need to introduce new products and enhancements to existing products to
maintain overall average selling prices and gross margins. In order for our 3D
graphics processors to achieve high volumes, leading PC OEMs and add-in board
manufacturers must select our 3D graphics processor for design into their
products and then successfully complete the designs of their products and sell
them. We may be unable to successfully identify new product opportunities orincur significant operating expenses in connection with:
continuing to develop our technology;
hiring additional personnel;
expanding our sales and bringmarketing organization and activities;
acquiring complementary technologies or businesses; and
capital expenditures.
Pending application of the net proceeds of this offering, we intend to marketinvest the net proceeds in a timely fashion any new products. In
addition, we cannot guarantee that any new products we develop will be
selected for design into PC OEMs' and add-in board manufacturers' products,
that any new designs will be successfully completed or that any new products
will be sold. As the complexityinterest-bearing, investment grade securities.
DESCRIPTION OF CAPITAL STOCK
The following description of our productscapital stock and the manufacturing process
for products increases, there is an increasing risk that we will experience
problems with the performancecertain provisions of products and that there will be delays in the
development, introduction or volume shipment of our products. We may
experience difficulties related to the production of current or future
products or other factors may delay the introduction or volume sale of new
products we develop. In addition, we may be unable to successfully manage the
production transition risks with respect to future products. Failure to
achieve any of the foregoing with respect to future products or product
enhancements could result in rapidly declining average selling prices, reduced
margins, and reduced demand for products or loss of market share. In addition,

technologies developed by others may render our 3D graphics products non-
competitive or obsolete or result in our holding excess inventory, either of
which would harm our business.

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

In the design and development of new products and product enhancements, we
rely on third-party software development tools. While we currently are not
dependent on any one vendor for the supply of these tools, some or all of
these tools may not be readily available in the future. For example, we have
experienced delays in the introduction of products in the past as a result of
the inability of then available software development tools to fully simulate
the complex features and functionalities of our products. The design
requirements necessary to meet consumer demands for more features and greater
functionality from 3D graphics products in the future may exceed the
capabilities of the software development tools available to us. If the
software development tools we use become unavailable or fail to produce
designs that meet consumer demands, our business could suffer.

Our industry is characterized by vigorous protection and pursuit of
intellectual property rights or positions that could result in substantial
costs to us.

The semiconductor industry is characterized by vigorous protection and
pursuit of intellectual property rights or positions, which has resulted in
protracted and expensive litigation. The 3D graphics market in particular has
been characterized recently by the aggressive pursuit of intellectual property
positions, and we expect our competitors to continue to pursue aggressive
intellectual property positions. In addition, from time to time we receive
notices alleging that we have infringed patents or other intellectual property
rights owned by third parties. We expect that, as the number of issued
hardware and software patents increases, and as competition in our markets
intensifies, the volume of intellectual property infringement claims will
increase. If infringement claims are made against us, we may seek licenses
under the claimant's patents or other intellectual property rights. However,
licenses may not be offered at all or on terms acceptable to us. The failure
to obtain a license from a third party for technology used by us could cause
us to incur substantial liabilities and to suspend the manufacture of
products. Furthermore, we may initiate claims or litigation against third
parties for infringement of our proprietary rights or to establish the
validity of our proprietary rights. We have agreed to indemnify certain
customers for claims of infringement arising out of sale of our products.
Litigation by or against us or our customers concerning infringement would
likely result in significant expense to us and divert the efforts of our
technical and management personnel, whether or not the litigation results in a
favorable determination for us.

We are subject to a patent infringement lawsuit and could be subject to
future lawsuits that could divert our resources and result in the payment of
substantial damages.

On September 21, 1998, 3Dfx Interactive, Inc. filed a patent infringement
suit against us in the United States District Court for the Northern District
of California alleging infringement of a 3Dfx patent. On March 2, 1999, 3Dfx
added a second patent to the suit and on May 24, 1999, 3Dfx added a third
patent to the suit. The amended complaint alleges that our RIVA TNT, RIVA TNT2
and RIVA TNT2 Ultra products infringe the patents in suit and seeks
unspecified compensatory and trebled damages and attorneys' fees. Our current
generation of products is not identified as infringing any of the patents in
suit. We have filed an answer and counter-claims asserting that the patents in
suit are invalid and not infringed. These assertions are supported by our
investigations to date and an opinion from our patent counsel in this suit. We
anticipate that the trial date will be set by the District Court after it
rules on claims construction issues. We have and will continue to defend
vigorously this suit. The litigation with 3Dfx has resulted, and we expect
that the 3Dfx litigation will continue to result, in significant legal
expenses, whether or not the litigation results in a favorable determination
for us. In the event of an adverse result in the 3Dfx suit, we might be
required to do one or more of the following:

. pay substantial damages (including treble damages);

. permanently cease the manufacture and sale of any of the infringing
products;

. expend significant resources to develop non-infringing products; or

. obtain a license from 3Dfx for infringing products.

On August 28, 2000, we filed a patent infringement lawsuit against 3Dfx in
the United States District Court for the Northern District of California. The
lawsuit alleges that 3Dfx's graphics chip and card products, which are used to
accelerate 3D graphics on personal computers, infringe five of our patents and
seeks an injunction restraining 3Dfx from manufacturing, selling or importing
infringing graphics chip and card products including its Voodoo 3, Voodoo 4
and Voodoo 5 and VSA-100 family of products, as well as monetary damages. The
matter is in its earliest stages, discovery has not yet begun and no trial
date has been set.

We have in the past been subject to patent infringement suits with SGI and
S3 Incorporated, both of which were settled and resulted in cross-licenses
and, in the case of SGI, payments by us. In addition, we may be subject to
patent infringement suits brought by other parties in the future. For example,
we have received correspondence from Rambus Inc. indicating that it believes
our products infringe certain patents held by Rambus and requesting that we
agree to certain licensing terms, including royalty payments. We believe the
Rambus patents are invalid, not infringed and unenforceable. Although we
currently are having discussions with Rambus regarding potential business
alternatives to Rambus' proposed licensing terms, we cannot guarantee that we
will be able to reach a satisfactory agreement with Rambus. If we are unable
to do so, Rambus may sue us for patent infringement at any time.

We may be unable to adequately protect our intellectual property.

We rely primarily on a combination of patents, trademarks, copyrights, trade
secrets, employee and third-party nondisclosure agreements and licensing
arrangements to protect our intellectual property. We own 33 issued United
States patents, and have 46 United States patent applications pending. Our
issued patents have expiration dates from April 2015 to April 2018. Our issued
patents and pending patent applications relate to technology developed by us
in connection with the development of our 3D graphics processors. Our pending
patent applications and any future applications may not be approved. In
addition, any issued patents may not provide us with competitive advantages or
may be challenged by third parties. The enforcement of patents of others may
harm our ability to conduct our business. Others may independently develop
substantially equivalent intellectual property or otherwise gain access to our
trade secrets or intellectual property, or disclose our intellectual property
or trade secrets. Our failure to effectively protect our intellectual property
could harm our business. We have licensed technology from third parties for
incorporation in our graphics processors, and expect to continue to enter into
license agreements for future products. These licenses may result in royalty
payments to third parties, the cross-license of technology by us or payment of
other consideration. If these arrangements are not concluded on commercially
reasonable terms, our business could suffer.

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

Our future success will depend in large part on achieving design wins, which
entails having our existing and future products chosen as the 3D graphics
processors for hardware components or subassemblies designed by PC OEMs and
motherboard and add-in board manufacturers. Our add-in board manufacturers and
major OEM customers typically introduce new system configurations as often as
twice per year, generally based on spring and fall design cycles. Accordingly,
our existing products must have competitive performance levels or we must
timely introduce new products with such performance characteristics in order
to be included in new system configurations. Our failure to achieve one or
more design wins would harm our business. The process of being qualified for
inclusion in a PC OEM's product can be lengthy and could cause us to miss a
cycle in the demand of end users for a particular product feature, which also
could harm our business.

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

We are dependent on the PC market, which may not continue to grow.

In fiscal 2000, we derived all of our revenue from the sale of products for
use in PCs. In the first quarter of fiscal 2001, we derived most of our
revenue from the sale of products for use in the entire desktop PC market,
from professional workstations to low-cost PCs. We expect to continue to
derive most of our revenue from the sale or license of products for use in PCs
in the next several years. The PC market is characterized by rapidly changing
technology, evolving industry standards, frequent new product introductions
and significant price competition. These factors result in short product life
cycles and regular reductions of average selling prices over the life of a
specific product. Although the PC market has grown substantially in recent
years, this growth may not continue. A reduction in sales of PCs, or a
reduction in the growth rate of PC sales, would likely reduce demand for our
products. Moreover, changes in demand could be large and sudden. Since PC
manufacturers often build inventories during periods of anticipated growth,
they may be left with excess inventories if growth slows or if they have
incorrectly forecast product transitions. In these cases, PC manufacturers may
abruptly suspend substantially all purchases of additional inventory from
suppliers like us until the excess inventory has been absorbed. Any reduction
in the demand for PCs generally, or for a particular product that incorporates
our 3D graphic processors, could harm our business.

The acceptance of next generation products in business PC 3D graphics may
not continue to develop.

Our success will depend in part upon the demand for performance 3D graphics
for business PC applications. The market for performance 3D graphics on
business PCs has only recently begun to emerge and is dependent on the future
development of, and substantial end-user and OEM demand for, 3D graphics
functionality. As a result, the market for business PC 3D graphics computing
may not continue to develop or may not grow at a rate sufficient to support
our business. The development of the market for performance 3D graphics on
business PCs will in turn depend on the development and availability of a
large number of business PC software applications that support or take
advantage of performance 3D graphics capabilities. Currently there are only a
limited number of software applications like this, most of which are games,
and a broader base of software applications may not develop in the near term
or at all. Consequently, a broad market for full function performance 3D
graphics on business PCs may not develop. Our business prospects will suffer
if the market for business PC 3D graphics fails to develop or develops more
slowly than expected.

We are dependent on a small number of customers and we are subject to order
and shipment uncertainties.

We have only a limited number of customers and our sales are highly
concentrated. We primarily sell our products to add-in board and motherboard
manufacturers and CEMs, which incorporate graphics products in the boards they
sell to PC OEMs. Sales to add-in board manufacturers and CEMs are primarily
dependent on achieving design wins with leading PC OEMs. The number of add-in
board manufacturers and CEMs and leading PC OEMs is limited. We expect that a
small number of add-in board manufacturers and CEMs directly, and a small
number of PC OEMs indirectly, will continue to account for a substantial
portion of our revenue for the foreseeable future. As a result, our business
could be harmed by the loss of business from PC OEMs or add-in board
manufacturers and CEMs. In addition, revenue from add-in board manufacturers,
motherboard manufacturers, CEMs and PC OEMs that have directly or indirectly
accounted for significant revenue in past periods, individually or as a group,
may not continue, or may not reach or exceed historical levels in any future
period.

Our business may be harmed by instability in Asia due to the concentration
of customers who are located or have substantial operations in Asia, including
Taiwan. The People's Republic of China and Taiwan have in the past experienced
and currently are experiencing strained relations. A worsening of these
relations or the development of hostilities between the two could result in
disruptions in Taiwan and possibly other areas of Asia, which could harm our
business. While we believe political instability in Asia has not adversely
affected our business, because of our reliance on companies with operations in
Asia, continued economic and political instability in Asia might harm us.

We may be unable to manage our growth and, as a result, may be unable to
successfully implement our strategy.

Our rapid growth has placed, and is expected to continue to place, a
significant strain on our managerial, operational and financial resources. As
of July 30, 2000, we had 529 employees as compared to 392 employees as of
January 30, 2000. We expect that the number of our employees will increase
substantially over the next 12 months. Our future growth, if any, will depend
on our ability to continue to implement and improve operational, financial and
management information and control systems on a timely basis, as well as our
ability to maintain effective cost controls. Further, we will be required to
manage multiple relationships with various customers and other third parties.
Our systems, procedures or controls may not be adequate to support our
operations and our management may be unable to achieve the rapid execution
necessary to successfully implement our strategy.

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

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

We depend on third-party fabrication to produce our products.

We do not manufacture the semiconductor wafers used for our products and do
not own or operate a wafer fabrication facility. Our products require wafers
manufactured with state-of-the-art fabrication equipment and techniques. We
utilize TSMC and WaferTech to produce our semiconductor wafers and utilize
independent contractors to perform assembly, test and packaging. We depend on
these suppliers to allocate to us a portion of their manufacturing capacity
sufficient to meet our needs, to produce products of acceptable quality and at
acceptable manufacturing yields, and to deliver those products to us on a
timely basis. These manufacturers may be unable to meet our near-term or long-
term manufacturing requirements. We obtain manufacturing services on a
purchase order basis and TSMC has no obligation to provide us with any
specified minimum quantities of product. TSMC fabricates wafers for other
companies, including certain of our competitors, and could choose to
prioritize capacity for other users or reduce or eliminate deliveries to us on
short notice. Because the lead time needed to establish a strategic
relationship with a new manufacturing partner could be several quarters, there
is no readily available alternative source of supply for any specific product.
We believe that long-term market acceptance for our products will depend on
reliable relationships with TSMC and any other manufacturers used by us to
ensure adequate product supply to respond to customer demand.

In September 1999, a significant earthquake in Taiwan contributed to a
temporary shortage of graphics processors in the third and fourth quarters of
fiscal 2000. Because of our reliance on TSMC, our business may be harmed by
political instability in Taiwan, including the worsening of the strained
relations between The People's Republic of China and Taiwan. Furthermore, any
substantial disruption in our suppliers' operations, either as a result of a
natural disaster, political unrest, economic instability, equipment failure or
other cause, could harm our business.

We are dependent primarily on TSMC and we expect in the future to continue
to be dependent upon third-party manufacturers to do the following:

. produce wafers of acceptable quality and with acceptable manufacturing
yields;

. deliver those wafers to us and our independent assembly and testing
subcontractors on a timely basis; and

. allocate to us a portion of their manufacturing capacity sufficient to
meet our needs.

Our wafer requirements represent a significant portion of the total
production capacity of TSMC. Although our products are designed using TSMC's
process design rules, TSMC may be unable to achieve or maintain acceptable
yields or deliver sufficient quantities of wafers on a timely basis and/or at
an acceptable cost. Additionally, TSMC may not continue to devote resources to
the production of our products, or to advance the process design technologies
on which the manufacturing of our products is based. Any difficulties like
these would harm our business.

Failure to achieve expected manufacturing yields would reduce our product
supply and harm our business.

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

The risk of low yields is compounded by the offshore location of most of our
manufacturers, increasing the effort and time required to identify,
communicate and resolve manufacturing yield problems. Because of our
potentially limited access to wafer fabrication capacity from our
manufacturers, any decrease in manufacturing yields could result in an
increase in our per unit costs and force us to allocate our available product
supply among our customers. This could potentially harm customer relationships
as well as revenue and gross profit. Our wafer manufacturers may be unable to
achieve or maintain acceptable manufacturing yields in the future. Our
inability to achieve planned yields from our wafer manufacturers could harm
our business. We also face the risk of product recalls or product returns
resulting from design or manufacturing defects that are not discovered during
the manufacturing and testing process. In the event of a significant number of
product returns due to a defect or recall, our business could suffer.

Failure to transition to new manufacturing process technologies could affect
our ability to compete effectively.

Our strategy is to utilize the most advanced semiconductor process
technology appropriate for our products and available from commercial third-
party foundries. Use of advanced processes may have greater risk of initial
yield problems. Manufacturing process technologies are subject to rapid change
and require significant expenditures for research and development. We
continuously evaluate the benefits of migrating to smaller geometry process
technologies in order to improve performance and reduce costs. We have
migrated to the .18 micron technology with the GeForce2 GTS GPUs, and we
believe that the transition of our products to increasingly smaller geometries
will be important to our competitive position. Other companies in the industry
have experienced difficulty in migrating to new manufacturing processes and,
consequently, have suffered reduced yields, delays in product deliveries and
increased expense levels. We may experience similar difficulties and the
corresponding negative effects. Moreover, we are dependent on our
relationships with our third-party manufacturers to migrate to smaller
geometry processes successfully. We may be unable to migrate to new
manufacturing process technologies successfully or on a timely basis.

The 3D graphics industry is highly competitive and we may be unable to
compete.

The market for 3D graphics processors for PCs in which we compete is
intensely competitive and is characterized by rapid technological change,
evolving industry standards and declining average selling prices. We believe
that the principal competitive factors in this market are performance, breadth
of product offerings, access to customers and distribution channels, backward-
forward software support, conformity to industry standard APIs, manufacturing
capabilities, price of graphics processors and total system costs of add-in
boards and motherboards. We expect competition to increase both from existing
competitors and new market entrants with products that may be less costly than
our 3D graphics processors or may provide better performance or additional
features not provided by our products.

Our primary source of competition is from companies that provide or intend
to provide 3D graphics solutions for the PC market. Our competitors include
the following:

. suppliers of graphics add-in boards that utilize their internally
developed graphics chips, such as ATI Technologies Inc. and Matrox
Electronics Systems Ltd.;

. suppliers of integrated core logic chipsets that incorporate 2D and 3D
graphics functionality as part of their existing solutions, such as
Intel, Silicon Integrated Systems and Via Technologies;

. companies that have traditionally focused on the professional market and
provide high end 3D solutions for PCs and workstations, including 3Dlabs
Inc., SGI and Evans and Sutherland Computer Corporation; and

. companies that focus on the video game market, such as 3Dfx and
VideoLogic Group plc.

If and to the extent we offer products outside of the 3D graphics processor
market, we may face competition from some of our existing competitors as well
as from companies with which we currently do not compete. We cannot accurately
predict if we will compete successfully in any new markets we may enter.

We may compete with Intel in the integrated low-cost chipset market.

In June 2000, Intel began shipping the Intel 815 and 815e 3D graphics
chipsets that are targeted at the low-cost PC market. Intel has significantly
greater resources than we do, and our products may not compete effectively
against future products introduced by Intel. In addition, we may be unable to
compete effectively against Intel or Intel may introduce additional products
that are competitive with our products in either performance or price or both.
We expect Intel to continue to do the following:

. invest heavily in research and development and new manufacturing
facilities;

. maintain its position as the largest manufacturer of PC microprocessors;

. increasingly dominate the PC platform; and

. promote its product offerings through advertising campaigns designed to
engender brand loyalty among PC users.

Intel may in the future develop graphics add-in cards or graphics-enabled
motherboards that could directly compete with graphics add-in cards or
graphics-enabled motherboards based on our product. In addition, due to the
widespread industry acceptance of Intel's microprocessor architecture and
interface architecture, including its AGP, and Intel's intellectual property
position with respect to such architecture, Intel exercises significant
influence over the PC industry generally. Any significant modifications by
Intel to the AGP, the microprocessor or core logic components or other aspects
of the PC microprocessor architecture could result in incompatibility with our
technology, which would harm our business. In addition, any delay in the
public release of information relating to modifications like this could harm
our business.

We are dependent on third parties for assembly and testing of our products.

Our graphics processors are assembled and tested by Advance Semiconductor
Engineering, Inc., ChipPAC Incorporated and Siliconware Precision Industries
Company Ltd., all of which are based in Asia. Because we rely on Asian
assembly and test subcontractors, our business may be harmed by political
instability in Asia, including the worsening of the strained relations between
The People's Republic of China and Taiwan. We do not have long-term agreements
with any of these subcontractors. As a result of our dependence on third-party
subcontractors for assembly and testing of our products, we do not directly
control product delivery schedules or product quality. Any product shortages
or quality assurance problems could increase the costs of manufacture,
assembly or testing of our products and could harm our business. Due to the
amount of time typically required to qualify assemblers and testers, we could
experience significant delays in the shipment of our products if we

are required to find alternative third parties to assemble or test our
products or components. Any delays in delivery of our products could harm our
business.

We are subject to risks associated with product defects and
incompatibilities.

Products as complex as ours may contain defects or failures when introduced
or when new versions or enhancements to existing products are released. We
have in the past discovered software defects and incompatibilities with
customers' hardware in certain of our products and may experience delays or
lost revenue to correct any new defects in the future. Errors in new products
or releases after commencement of commercial shipments could result in loss of
market share or failure to achieve market acceptance. Our products typically
go through only one verification cycle prior to beginning volume production
and distribution. As a result, our products may contain defects or flaws that
are undetected prior to volume production and distribution. The widespread
production and distribution of defective products could harm our business.

We are subject to risks associated with international operations.

Our reliance on foreign third-party manufacturing, assembly and testing
operations subjects us to a number of risks associated with conducting
business outside of the United States, including the following:

. unexpected changes in, or impositions of, legislative or regulatory
requirements;

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

. longer payment cycles;

. imposition of additional taxes and penalties;

. the burdens of complying with a variety of foreign laws; and

. other factors beyond our control.

We also are subject to general political risks in connection with our
international trade relationships. In addition, the laws of certain foreign
countries in which our products are or may be manufactured or sold, including
various countries in Asia, may not protect our products or intellectual
property rights to the same extent as do the laws of the United States. This
makes the possibility of piracy of our technology and products more likely.
Currently, all of our arrangements with third-party manufacturers provide for
pricing and payment in U.S. dollars, and to date we have not engaged in any
currency hedging activities, although we may do so in the future. Fluctuations
in currency exchange rates could harm our business in the future.

The semiconductor industry is cyclical in nature.

The semiconductor industry historically has been characterized by the
following factors:

. rapid technological change;

. cyclical market patterns;

. significant average selling price erosion;

. fluctuating inventory levels;

. alternating periods of overcapacity and capacity constraints; and

. variations in manufacturing costs and yields and significant
expenditures for capital equipment and product development.

In addition, the industry has experienced significant economic downturns at
various times, characterized by diminished product demand and accelerated
erosion of average selling prices. We may experience substantial period-to-
period fluctuations in results of operations due to general semiconductor
industry conditions.

Failure in implementation of our enterprise resource planning system could
adversely affect our operations.

In December 1999, we began the implementation of an SAP A.G. system as our
enterprise resource planning, or ERP, system to replace our information
systems in business, finance, operations and service. The first phase of the
implementation was successfully completed in June 2000 and our operations are
fully functioning under the new ERP system. Future phases of the
implementation are expected to occur throughout fiscal 2001. We are heavily
dependent upon the proper functioning of our internal systems to conduct our
business. System failure or malfunctioning may result in disruptions of
operations and inability to process transactions. Our results of operations
and financial position could be adversely affected if we encounter unforseen
problems with respect to system operations or future implementation.

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

Our certificate of incorporation and bylaws containis a summary and is qualified in its entirety by the provisions that could
make it more difficult for a third party to acquire a majority of our outstanding voting stock. These provisions include the following:

. the abilitycertificate of the board of directors to createincorporation and issue preferred
stock without prior stockholder approval;

. the prohibition of stockholder action by written consent;

. a classified board of directors; and

. advance notice requirements for director nominations and stockholder
proposals.

On March 5, 2000, we entered into a licensing and development agreement with
Microsoft that included a grant to Microsoft of first and last rights of
refusal over any offer we receive to purchase 30% or more of the outstanding
shares of our common stock. This provision could also delay or prevent a
change in control of NVIDIA.

We are subject to risks associated with interest rate and foreign exchange
rate fluctuation.

The primary objective of our investment activities is to preserve principal
while at the same time maximizing the income we receive from the investments
without significantly increasing risk. To minimize potential loss arising from
adverse changes in interest rates, we maintain a portfolio of cash and cash
equivalents primarily in highly rated domestic money market funds. In general,
money market funds are not subject to market risk because the interest paid on
such funds fluctuates with the prevailing interest rate.

We consider our exposure to foreign exchange rate fluctuations to be
minimal. Currently, all of our arrangements with third-party manufacturers
provide for pricing and payment in U.S. dollars, and therefore are not subject
to exchange rate fluctuations. To date, we have not engaged in any currency
hedging activities, although we may do so in the future. Fluctuations in
foreign currency exchange rates could harm our business in the future.

FORWARD-LOOKING INFORMATION

This prospectus contains forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, that are based on our current expectations about our
company and our industry. We use words such as "expect," "anticipate,"
"estimate," "believe," "intend," "plan" and other similar expressions to
identify some forward-looking statements, but not all forward-looking
statements include these words. All our forward-looking statements involve
risks and uncertainties. Our actual results may differ significantly from our
expectations and from the results expressed in or implied by these forward-
looking statements. The section captioned "Item 7A. Quantitative and
Qualitative Disclosures about Market Risk" that appears in our annual report
on Form 10-K for the year ended January 30, 2000, our quarterly report on Form
10-Q for the quarter ended April 30, 2000 and our quarterly report on Form 10-
Q for the quarter ended July 30, 2000, as well as the section captioned "Risk
Factors" in this prospectus and that will appear in prospectus supplements
accompanying this prospectus describe some, but not necessarily all, of the
factors that could cause these differences. We urge you to read those sections
carefully. Except as may be required by law, we undertake no obligation to
publicly update any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future.

RATIO OF EARNINGS TO FIXED CHARGES

Our earnings were insufficient to cover fixed charges in each of the years
in the three-year period ended December 31, 1997. Additional earnings of $6.4
million, $3.1 million and $3.6 million were necessary to provide a 1:1
coverage ratio for December 31, 1995, 1996 and 1997, respectively. For the
purpose of these calculations, "earnings" consist of income before taxes, plus
fixed charges, and "fixed charges" consist of interest expense incurred and
the portion of rental expense deemed by us to be representative of the
interest factor of rental payments under leases.

Years Ended Years Ended Six Months Ended
December 31, Month Ended ----------------------- ------------------
-------------------- January 31, January 31, January 30, August 1, July 30,
1995 1996 1997 1998 1999 2000 1999 2000
------ ------ ------ ----------- ----------- ----------- --------- --------

Ratio of earnings to
fixed charges.......... -- -- -- 37x 8x 68x 48x 157x

USE OF PROCEEDS

Unless otherwise described in a prospectus supplement, the net proceeds from
the offering of the securities will be used to fund our anticipated growth,
including anticipated increases in inventory and accounts receivable; for
potential acquisitions; for costs associated with our expected move to new
facilities; and for general working capital.

COMMON STOCK PRICE RANGE

Our common stock is quoted on the Nasdaq National Market under the symbol
"NVDA." Public trading of our stock began on January 22, 1999. Prior to that,
there was no public market for our stock. As of September 1, 2000, we had
approximately 365 stockholders of record, not including those shares held in
street or nominee name.

The following table sets forth the high and low sales price for the common
stock as quoted on the Nasdaq National Market for each period indicated,
adjusted to reflect the two-for-one stock split effected in June 2000:

High Low
------ ------

Year ended January 31, 1999
Fourth Quarter (beginning January 22, 1999)...................... $11.72 $ 9.31
Year ended January 30, 2000
First Quarter.................................................... 13.13 8.00
Second Quarter................................................... 11.56 8.19
Third Quarter.................................................... 14.19 8.38
Fourth Quarter................................................... 24.13 10.88
Year ending January 28, 2001
First Quarter ................................................... 75.00 17.50
Second Quarter................................................... 88.00 37.75
Third Quarter (through September 29, 2000)....................... 85.38 54.00

On September 29, 2000, the reported last sale price of our common stock on
the Nasdaq National Market was $81.875 per share.

DIVIDEND POLICY

We have never paid any cash dividends on our common stock and do not expect
to pay cash dividends for the foreseeable future.

SELECTED FINANCIAL DATA

The following selected financial data should be read in conjunction with our
financial statements and the notes thereto, and with "Management's Discussion
and Analysis of Financial Condition and Results of Operations." The statement
of operations data for the years ended December 31, 1997, the one month ended
January 31, 1998 and each of the years in the two-year period ended January
30, 2000 and the balance sheet data as of January 31, 1999 and January 30,
2000 have been derived from and should be read in conjunction with our audited
financial statements and the notes included thereto. The statement of
operations data for the years ended December 31, 1995 and 1996 are derived
from audited financial statements and the notes thereto not included in this
prospectus. The balance sheet data as of December 31, 1995, 1996 and 1997 and
January 31, 1998 are derived from audited financial statements and the notes
thereto not included in this prospectus.

The statement of operations data for the six months ended August 1, 1999 and
July 30, 2000 and the balance sheet data as of July 30, 2000 are derived from
our unaudited financial statements included elsewhere in this prospectus. The
unaudited financial statements have been prepared on the same basis as the
audited financial statements and, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation. The interim results for the six months ended July 30, 2000
are not necessarily indicative of results to be expected for the year ending
January 28, 2001.

Year Ended December 31, Years Ended Six Months Ended
------------------------- Month Ended ----------------------- ------------------
January 31, January 31, January 30, August 1, July 30,
1995 1996 1997 1998 1999 2000 1999 2000
------- ------- ------- ----------- ----------- ----------- --------- --------
(in thousands, except per share data)
(unaudited)

Statement of Operations
Data:
Revenue:
Product................ $ 1,103 $ 3,710 $27,280 $11,420 $151,413 $374,505 $149,035 $318,881
Royalty................ 79 202 1,791 1,911 6,824 -- -- --
------- ------- ------- ------- -------- -------- -------- --------
Total revenue.......... 1,182 3,912 29,071 13,331 158,237 374,505 149,035 318,881
Cost of revenue......... 1,549 3,038 21,244 10,071 109,746 235,575 95,571 199,606
------- ------- ------- ------- -------- -------- -------- --------
Gross profit (loss)..... (367) 874 7,827 3,260 48,491 138,930 53,464 119,275
Operating expenses:
Research and
development........... 2,426 1,218 7,103 1,121 25,073 47,439 19,598 37,971
Sales, general and
administrative........ 3,677 2,649 4,183 640 18,902 37,079 15,400 26,717
------- ------- ------- ------- -------- -------- -------- --------
Total operating
expenses.............. 6,103 3,867 11,286 1,761 43,975 84,518 34,998 64,688
------- ------- ------- ------- -------- -------- -------- --------
Operating income
(loss)................ (6,470) (2,993) (3,459) 1,499 4,516 54,412 18,466 54,587
Interest and other
income (expense), net.. 93 (84) (130) (18) (29) 1,754 711 5,426
------- ------- ------- ------- -------- -------- -------- --------
Income (loss) before
income tax expense..... (6,377) (3,077) (3,589) 1,481 4,487 56,166 19,177 60,013
Income tax expense...... -- -- -- 134 357 18,068 6,230 19,204
------- ------- ------- ------- -------- -------- -------- --------
Net income (loss)...... $(6,377) $(3,077) $(3,589) $ 1,347 $ 4,130 $ 38,098 $ 12,947 $ 40,809
======= ======= ======= ======= ======== ======== ======== ========
Basic net income (loss)
per share(1)........... $ (.28) $ (.14) $ (.14) $ .05 $ .14 $ .64 $ .22 $ .64
======= ======= ======= ======= ======== ======== ======== ========
Diluted net income
(loss) per share(1).... $ (.28) $ (.14) $ (.14) $ .03 $ .08 $ .53 $ .18 $ .52
======= ======= ======= ======= ======== ======== ======== ========
Shares used in basic per
share computation(1)... 22,730 22,766 25,354 28,282 29,130 59,744 58,620 63,988
Shares used in diluted
per share
computation(1)(2)...... 22,730 22,766 25,354 52,200 54,786 72,196 70,910 78,633

As of
As of December 31, January 31, As of As of
-------------------- -------------- January 30, July 30,
1995 1996 1997 1998 1999 2000 2000
------ ------ ------ ------ ------- ----------- -----------
(in thousands)
(unaudited)

Balance Sheet Data:
Cash and cash
equivalents............ $3,872 $3,133 $6,551 $7,984 $50,257 $61,560 $289,205
Total assets............ 6,793 5,525 25,039 30,172 113,332 202,250 507,183
Capital lease
obligations, less
current portion........ 1,137 617 1,891 1,756 1,995 962 672
Total stockholders'
equity................. 4,013 1,037 6,897 8,610 64,209 124,563 206,090

- -------
(1) Reflects the two-for-one stock split effected in June 2000.
(2) See Note 1 to Financial Statements for an explanation of the
determination of the number of shares used in per share computations.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto. Our fiscal years ended on December 31
from 1993 to 1997. Effective January 31, 1998, we changed our fiscal year-end
financial reporting period to a 52- or 53- week year ending on the last Sunday
in January. We elected not to restate the previous reporting periods ending
December 31. As a result, the first and fourth quarters of fiscal 1999 (year
ended January 31, 1999) are 12- and 14-week periods, respectively, with the
remaining quarters being 13-week periods. All four quarters of fiscal 2000
(year ended January 30, 2000) and the first two quarters of fiscal 2001 (year
ending January 28, 2001) are 13-week periods.

Overview

We design, develop and market graphics processors and related software for
personal computers and digital entertainment platforms. We provide a "top-to-
bottom" family of award-winning 3D graphics processors and GPUs that set the
standard for performance, quality and features for a broad range of desktop
PCs, from professional workstations to low-cost PCs. Our 3D graphics
processors are used in a wide variety of applications, including games,
business productivity, the Internet and industrial design. Our graphics
processors were the first to incorporate a 128-bit multi-texturing graphics
architecture designed to deliver to users of our products a highly immersive,
interactive 3D experience with compelling visual quality, realistic imagery
and motion stunning effects and complex object and scene interaction at real-
time frame rates. The NVIDIA TNT2, TNT2 M64 and Vanta graphics processors
deliver high performance 3D and 2D graphics at affordable prices, making them
the graphics hardware of choice for a wide range of applications for both
consumer and commercial use. Our graphics processors are designed to be
architecturally compatible backward and forward between generations, giving
our OEM customers and end users a low cost of ownership. We are recognized for
developing the world's first GPU, the GeForce 256, which incorporates
independent hardware transform and lighting processing units along with a
complete rendering pipeline into a single-chip architecture. Our current GPUs,
the GeForce2 Ultra, the GeForce2 GTS, the GeForce2 MX, the NVIDIA Quadro2 Pro
and the Quadro2 MXR, process hundreds of billions of operations per second and
increase the PC's ability to render high-definition 3D scenes in real-time.
Our GPU family provides superior processing and rendering power at competitive
prices and is architected to deliver the maximum performance from industry
standards such as Microsoft's Direct3D API and SGI's OpenGL API on Windows 98,
Windows 2000 and Linux platforms. We have also developed an integrated core
logic/graphics chipset called Aladdin TNT2 through a partnership with ALi, one
of the leading suppliers of core logic chipsets for the PC. The Aladdin TNT2
chipset brings NVIDIA-class graphics performance and quality to the value PC
segment.

We recognize product sales revenue upon shipment, net of appropriate
allowances. Our policy on sales to distributors is to defer recognition of
sales and related gross profit until the distributors resell the product.
Royalty revenue is generally recognized upon shipment of product to the
licensee's customers. Currently, all of our product sales and our arrangements
with third-party manufacturers provide for pricing and payment in U.S.
dollars. We have not engaged in any foreign currency hedging activities,
although we may do so in the future. Since we have no other product line, our
business would suffer if for any reason our graphics processors do not achieve
widespread acceptance in the PC market.

A majority of our sales have been to a limited number of customers and sales
are highly concentrated. We sell graphics processors to add-in board and
motherboard manufacturers, primarily ASUSTeK Computer Inc., Creative
Technology Ltd., ELSA AG, and Guillemot Corporation and contract electronics
manufacturers or CEMs, including Celestica Hong Kong Ltd., Mitac International
Corporation, Micro-Star International Co., Ltd., or MSI, SCI Systems, Inc. and
VisionTek, Inc. These manufacturers incorporate our processors in the boards
they sell to PC OEMs, retail outlets and systems integrators. The average
selling prices for our products, as well as our customers' products, vary by
distribution channel. For the first half of fiscal 2001, sales to Edom
accounted for 22%, and sales to Celestica accounted for 10% of our total
revenue. For the first half of fiscal 2000, sales to Diamond Multimedia
Systems, Inc. accounted for 25%, sales to Edom accounted for 16%, and sales to
Creative accounted for 18% of our total revenue. Diamond is no longer one of
our significant customers following its

acquisition by S3 Incorporated in October 1999. The number of potential
customers for our products is limited, and we expect sales to be concentrated
to a few major customers for the foreseeable future.

As markets for our 3D graphics processors develop and competition increases,
we anticipate that product life cycles in the high end will remain short and
average selling prices will continue to decline. In particular, average
selling prices and gross margins are expected to decline as each product
matures. Our add-in board manufacturers and major OEM customers typically
introduce new system configurations as often as twice per year for the high
end, typically based on spring and fall design cycles. In order to maintain
average selling prices and gross margins, our existing and new products must
achieve competitive performance levels to be designed into new system
configurations and must be produced at low costs, in sufficient volumes and on
a timely basis, especially with respect to our new products.

We currently utilize TSMC, our primary manufacturer, and WaferTech LLC (a
joint venture controlled by TSMC) to produce semiconductor wafers, and utilize
independent contractors to perform assembly, test and packaging. We depend on
these suppliers to allocate to us a portion of their manufacturing capacity
sufficient to meet our needs, to produce products of acceptable quality and at
acceptable manufacturing yields, and to deliver those products to us on a
timely basis. These manufacturers may not always be able to meet our near-term
or long-term manufacturing requirements. Yields or product performance could
suffer due to difficulties associated with adapting our technology and product
design to the proprietary process technology and design rules of a new
manufacturer. The level of finished goods inventory we maintain may fluctuate
and therefore a manufacturing disruption experienced by these manufacturers
would impact the production of our products, which could harm our business. In
addition, as the complexity of our products and the accompanying manufacturing
process increases, there is an increasing risk that we will experience
problems with the performance of new products and that there will be yield
problems or other delays in the development or introduction of these products.

Substantially all of our sales are made on the basis of purchase orders
rather than long-term agreements. As a result, we may commit resources to the
production of products without having received advance purchase commitments
from customers. Any inability to sell products to which we have devoted
significant resources could harm our business. In addition, cancellation or
deferral of product orders could result in our holding excess inventory, which
could adversely affect our profit margins and restrict our ability to fund
operations. We may build memory and component inventories during periods of
anticipated growth and in connection with selling workstation boards directly
to major OEMs. We could be subject to excess or obsolete inventories and be
required to take corresponding write-downs if growth slows or if we
incorrectly forecast product demand. A reduction in demand could negatively
impact our gross margins and financial results. Product returns or delays or
difficulties in collecting accounts receivable could result in significant
charges against income, which could harm our business.

Results of Operations

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

Years Ended Six Months Ended
Year Ended Month Ended ----------------------- ------------------
December 31, January 31, January 31, January 30, August 1, July 30,
1997 1998 1999 2000 1999 2000
------------ ------------ ----------- ----------- --------- --------

Revenue:
Product............... 93.8% 85.7% 95.7% 100.0% 100.0% 100.0%
Royalty............... 6.2 14.3 4.3 -- -- --
----- ----- ----- ----- ----- -----
Total revenue........ 100.0 100.0 100.0 100.0 100.0 100.0
Cost of revenue......... 73.1 75.5 69.4 62.9 64.1 62.6
----- ----- ----- ----- ----- -----
Gross profit............ 26.9 24.5 30.6 37.1 35.9 37.4
Operating expenses:
Research and
development.......... 24.4 8.4 15.8 12.7 13.2 11.9
Sales, general and
administrative....... 14.4 4.8 12.0 9.9 10.3 8.4
----- ----- ----- ----- ----- -----
Total operating
expenses............ 38.8 13.2 27.8 22.6 23.5 20.3
----- ----- ----- ----- ----- -----
Operating income
(loss).............. (11.9) 11.3 2.8 14.5 12.4 17.1
Interest and other
income (expense), net.. (0.4) (0.1) -- 0.5 0.5 1.7
----- ----- ----- ----- ----- -----
Income (loss) before
income tax expense..... (12.3) 11.2 2.8 15.0 12.9 18.8
Income tax expense...... -- 1.0 0.2 4.8 4.2 6.0
----- ----- ----- ----- ----- -----
Net income (loss).... (12.3)% 10.2% 2.6% 10.2% 8.7% 12.8%
===== ===== ===== ===== ===== =====

Six Months Ended July 30, 2000 and August 1, 1999

Revenue

Revenue of $318.9 million for the first half of fiscal 2001 grew 114% over
the first half of fiscal 2000. The growth was primarily the result of
increased sales of our RIVA TNT2 and GeForce families of graphics processors
related to commercial desktop wins and the strong demand for our new products,
which have higher unit average selling prices. We began bundling double data
rate memories with GeForce products sold in the third quarter of fiscal 2000.
Revenue derived from the bundling of double data rate memories with a portion
of our GeForce products totaled $29.6 million in the first half of fiscal
2001. Revenue from sales outside of the U.S. represented 88% of total revenue
in the first half of fiscal 2001 and 58% in the first half of fiscal 2000. Our
international revenue increased 228% to $280.7 million for the first half of
fiscal 2001 from $85.7 million a year ago. This increase in revenue from sales
outside of the United States is primarily attributable to (i) expanded use of
CEMs and add-in board manufacturers located outside of the United States, and
(ii) increased demand for our products in the Asia Pacific and European
regions. Revenue by geographical region is allocated to individual countries
based on the location to which the products are initially shipped. The portion
of revenue derived from foreign CEMs and add-in board manufacturers
attributable to end customers in the U.S. is not separately disclosed.
Although we achieved substantial growth in product revenue from the first half
of fiscal 2000 to the same period in fiscal 2001, we do not expect to sustain
this rate of growth in future periods. In addition, we expect that the average
selling prices of our products will decline over the lives of the products.
The declines in average selling prices of 3D graphics processors generally may
also accelerate as the market develops and competition increases.

Gross Profit

Gross profit consists of total revenue net of allowances less cost of
revenue. Cost of revenue consists primarily of the costs of semiconductors
purchased from contract manufacturers (including assembly, test and
packaging), manufacturing support costs (labor and overhead associated with
such purchases), inventory provisions and shipping costs. Our gross profit
margin in any period varies depending on the mix of types of graphics
processors sold. Gross profit increased 123% from the first half of fiscal
2000 to the same period of fiscal

2001, primarily due to significant increases in unit shipments and the
favorable impact of the higher margin GeForce families of graphics processing
units, partially offset by declining profit margins in our previous generation
products. We began the bundling of double data rate memories with our GeForce
processors in the second half of fiscal 2000. The inclusion of the double data
rate memories has reduced the gross margin percentage but has no incremental
impact on absolute margin dollars, as they are sold at cost. We expect to
continue bundling double data rate memories with some of our high-performance
products for at least the next six months. Although we achieved substantial
growth in gross profit and gross profit margin from the first half of fiscal
2000 to the same period of fiscal 2001, we do not expect to sustain these
rates of growth in future periods.

Operating Expenses

Research and Development. Research and development expenses consist of
salaries and benefits, cost of development tools and software, costs of
prototypes of new products and consultant costs. Research and development
expenses increased by 94% from the first half of fiscal 2000 to the first half
of fiscal 2001, primarily due to additional personnel and related engineering
costs to support development of our next generation products, such as
depreciation charges incurred on capital expenditures and software license and
maintenance fees. We anticipate that we will continue to devote substantial
resources to research and development, and we expect these expenses to
increase in absolute dollars in the foreseeable future due to the increased
complexity and the number of products under development. Research and
development expenses are likely to fluctuate from time to time to the extent
we make periodic incremental investments in research and development and our
level of revenue fluctuates.

Sales, General and Administrative. Sales, general and administrative
expenses consist primarily of salaries, commissions and bonuses, promotional
and advertising expenses, travel and entertainment expenses and legal and
accounting expenses. Sales, general and administrative expenses increased 73%
from the first half of fiscal 2000 to the first half of fiscal 2001, primarily
due to costs associated with additional personnel, commissions and bonuses on
sales of the RIVA TNT2 and GeForce families of graphics processors, and
increase in bad debt provision of $2.0 million related to one customer which
filed for bankruptcy. We expect sales and marketing expenses to remain
relatively constant in absolute dollars for the second half of fiscal 2001. As
we expand our operations, sales, general and administrative expenses are
likely to increase in absolute dollars. However, we do not expect significant
changes in these expenses as a percentage of revenue in future periods.

Interest and Other Income (Expense), Net

Interest income primarily consists of interest earned on cash and cash
equivalents. Interest expense primarily consists of interest incurred as a
result of capital lease obligations. Interest expense declined slightly in the
first half of fiscal 2001 as compared to fiscal 2000. Interest and other
income increased $4.6 million from the first half of fiscal 2000 to the same
period of fiscal 2001, due to higher average cash balances as a result of a
$200.0 million advance received from Microsoft in connection with our
agreement with Microsoft.

Income Taxes

We had an effective tax rate of 32% in the first half of fiscal 2001 and
fiscal 2000. We anticipate our income tax rates for fiscal 2001 will be
relatively constant, but depend on the income tax attributable to foreign
operations and availability of research and experimentation credits.

Stock-Based Compensation

With respect to stock options granted to employees, we recorded deferred
compensation of $4.3 million in 1997 and $361,000 in the one month ended
January 31, 1998. These amounts are being amortized over the vesting period of
the individual options, generally four years. We amortized approximately
$85,000 in the first half of fiscal 2001 and $452,000 in the first half of
fiscal 2000. We anticipate total amortization of approximately $113,000 in
fiscal 2001.

Fiscal Years Ended January 30, 2000, January 31, 1999 and December 31, 1997

Revenue

Product Revenue. Product revenue was $27.3 million in 1997, $151.4 million
in fiscal 1999 and $374.5 million in fiscal 2000. Product revenues increased
by 455% from 1997 to fiscal 1999 and by 147% from fiscal 1999 to 2000. The
growth in both periods was primarily the result of increased sales of our
graphics processors and the strong demand for new products at higher unit
average selling prices. Revenue derived from the bundling of double data rate
memories with a portion of our new GeForce 256 GPU totaled $22.1 million in
the second half of fiscal 2000. Revenue from sales outside of the U.S.
accounted for 72% and 24% of total revenue for fiscal 2000 and 1999,
respectively. Our international revenue increased 623% to $270.9 million in
fiscal 2000 from $37.4 million a year ago. This increase in revenue from sales
outside of the U.S. is primarily attributable to (i) the geographic limitation
of the worldwide license agreement with ST Microelectronics, Inc. with respect
to sales of the RIVA 128 and RIVA 128ZX graphics processors, which agreement
did not restrict the sales of the RIVA TNT, RIVA TNT2 and GeForce families of
processors in fiscal 2000, (ii) increased demand for our products in the Asia
Pacific and European regions, and (iii) expanded use of CEMs and add-in board
manufacturers located outside the U.S. Revenues by geographical region are
allocated to individual countries based on the location to which the products
are initially shipped. The portion of revenue derived from foreign CEMs and
add-in board manufacturers that are attributable to end customers in the U.S.
is not separately disclosed. Substantially all of our revenue from product
sales in 1997 was derived from sales in the U.S.

Royalty Revenue. ST has a worldwide license to sell the RIVA 128 and RIVA
128ZX graphics processors. Royalty revenue from sales by ST of the RIVA 128
graphics processor and a derivative of the RIVA 128ZX graphics processor
decreased to zero in fiscal 2000 due primarily to reduced sales of such
products and disputes with ST regarding payment. Royalty revenue from sales by
ST of the RIVA 128 graphics processor represented approximately 6% of our
total revenue in 1997, and royalty revenue from sales by ST of the RIVA 128
graphics processor and a derivative of the RIVA 128ZX graphics processor
represented 4% of our total revenue in fiscal 1999. We do not expect to record
or receive royalty revenue from ST in the future.

Gross Profit

Gross profit increased 187% from fiscal 1999 to 2000, primarily due to
significant increases in unit shipments and the favorable impact of the higher
margin RIVA TNT2 and GeForce graphics processors, partially offset by
declining profit margins in our older product families. From 1997 to fiscal
1999, gross profit grew by 520% primarily due to the sales of the higher
margin RIVA TNT graphics processor and reductions to costs of the RIVA 128
graphics processor. Excluding royalty revenue, gross margin on product revenue
was 22% in 1997, 28% in fiscal 1999 and 37% in fiscal 2000. In the second half
of fiscal 2000, the inclusion of the double data rate memories has reduced the
gross margin percentage but has no incremental impact on absolute margin
dollars as they are sold at cost.

Operating Expenses

Research and Development. Research and development expenses increased by 89%
from fiscal 1999 to 2000 and by 253% from 1997 to 1999, primarily due to
additional personnel and related engineering costs to support our next
generation products, such as depreciation charges incurred on capital
expenditures and software license and maintenance fees.

As part of a strategic collaboration agreement with ST, we received contract
funding in support of research and development and marketing efforts for the
RIVA 128 and RIVA 128ZX graphics processors. Accordingly, we recorded
approximately $2.3 million and $2.3 million in 1997 and fiscal 1999,
respectively, as a reduction primarily to research and development, and to a
lesser extent, sales, general and administrative expenses. We were obligated
to provide continued development and support to ST through the end of calendar
1998.

Sales, General and Administrative. Sales, general and administrative
expenses increased 96% from fiscal 1999 to 2000, primarily due to additional
personnel and commissions and bonuses on sales of the RIVA TNT2

and GeForce 256 graphics processors, legal expenses associated with patent
litigation and costs of being a public company. From 1997 to fiscal 1999,
sales, general and administrative expenses grew 352%, primarily due to
increased promotional expenses, additional personnel and commissions and
bonuses on sales of the RIVA 128 and RIVA TNT graphics processors.

Interest and Other Income (Expense), Net

Interest expense remained unchanged and interest and other income increased
$1.8 million from fiscal 1999 to 2000 due to higher average cash balances as a
result of cash proceeds received from the initial public offering of our
common stock in January 1999. For fiscal 1999 compared to 1997, interest
expense was essentially unchanged, and interest and other income increased
slightly by $0.1 million.

Income Taxes

We recorded no income taxes in 1997. The income taxes for the one month
ended January 31, 1998 consisted entirely of current federal tax expense.
Income taxes for the year ended January 31, 1999 of $357,000 consisted of
$583,000 current federal tax expense and $226,000 deferred federal tax
benefit. We had an effective tax rate of 32% in fiscal 2000.

Stock-Based Compensation

We recorded deferred compensation of $4.3 million in 1997 and $361,000 in
the one month ended January 31, 1998. These deferred compensation amounts are
being amortized over the vesting period of the individual options, generally
four years. We amortized approximately $961,000 in 1997, $2.5 million in
fiscal 1999 and $662,000 in fiscal 2000. See Note 3 of Notes to the Financial
Statements.

Quarterly Results of Operations

Selected quarterly financial data included in this table has been derived
from the internal quarterly financial reports for the periods shown. Effective
January 31, 1998, we changed our fiscal year-end financial reporting period to
a 52- or 53-week year ending on the last Sunday in January. We elected not to
restate our previous reporting periods ending December 31. Fiscal quarters for
fiscal 1999 ended April 26, 1998, July 26, 1998, October 25, 1998 and January
31, 1999. Fiscal quarters for fiscal 2000 ended on May 2, 1999, August 1,
1999, October 31, 1999 and January 30, 2000. The first fiscal quarter for
fiscal 2001 ended on April 30, 2000, and the second fiscal quarter for fiscal
2001 ended on July 30, 2000. This quarterly information is unaudited, but has
been prepared on the same basis as the audited annual financial statements,
and in the opinion of our management includes all adjustments, consisting only
of normal recurring adjustments, necessary for a fair presentation of the
information for the periods presented. The unaudited quarterly information
should be read in conjunction with our audited financial statements and the
notes thereto included elsewhere herein. The growth in revenue and improvement
in results of operations experienced by us in recent quarters are not
necessarily indicative of future results. In addition, in light of our
significant growth in recent quarters, we believe that period-to-period
comparisons of our financial results should not be relied upon as an
indication of future performance.

Quarters Ended
-----------------------------------------------------------------------------------------
Apr. 26, July 26, Oct. 25, Jan. 31, May 2, Aug. 1, Oct. 31, Jan. 30, Apr. 30, July 30,
1998 1998 1998 1999 1999 1999 1999 2000 2000 2000
-------- -------- -------- -------- ------- ------- -------- -------- -------- --------
Statement of Operations
Data: (in thousands, except per share data)

Revenue................. $28,263 $12,134 $52,303 $65,537 $71,018 $78,017 $97,015 $128,455 $148,483 $170,398
Cost of revenue......... 20,873 12,961 33,566 42,346 45,946 49,625 60,195 79,809 92,975 106,631
------- ------- ------- ------- ------- ------- ------- -------- -------- --------
Gross profit (loss)..... 7,390 (827) 18,737 23,191 25,072 28,392 36,820 48,646 55,508 63,767
Net income (loss)....... (1,021) (9,652) 7,141 7,662 6,261 6,686 10,564 14,587 18,287 22,522
Basic net income (loss)
per share(1)........... $ (.04) $ (.34) $ .25 $ .24 $ .11 $ .11 $ .18 $ .24 $ .29 $ .35
Diluted net income
(loss) per share(1).... $ (.04) $ (.34) $ .13 $ .14 $ .09 $ .09 $ .15 $ .19 $ .24 $ .28

- --------
(1) Reflects the two-for-one stock split effected in June 2000.

Seasonality

Our quarterly operating results vary significantly depending on factors such
as the timing of new product introductions, adequacy of component supply,
changes in component costs, variations in our product mix, seasonal promotions
by us and our customers and competitive pricing pressures. Because the timing
of these factors may vary, the results of any particular quarter may not be
indicative of results for the entire year or any future period. In addition,
the PC market generally experiences weaker sales during the summer months.

Liquidity and Capital Resources

As of July 30, 2000, we had $289.2 million in cash and cash equivalents, an
increase of $227.6 million from the end of fiscal 2000. We historically have
held our cash balances in cash equivalents such as money market funds or as
cash. We place the money market funds with high-quality financial institutions
and limit the amount of exposure with any one financial institution. We had
$157.1 million of noncancelable manufacturing commitments outstanding at July
30, 2000.

In July 1999, we entered into an amended loan and security agreement with a
bank, which included a $10.0 million revolving loan agreement. The agreement
expired on July 29, 2000.

Operating activities generated cash of $34.7 million during the first half
of fiscal 2001 and used cash of $895,000 during the first half of fiscal 2000.
The increase from the first half of fiscal 2000 to same period of fiscal 2001
was due to a substantial increase in net income, offset by changes in
operating assets and liabilities. Income tax benefit derived from the
difference between the exercise price and the fair value of acquired stock in
association with employees' exercise of stock options totaled $30.3 million
for the first half of fiscal 2001 compared to $503,000 in the first half of
fiscal 2000. Our accounts receivable are highly concentrated. As of July 30,
2000, our four largest customers accounted for approximately 42% of our
accounts receivable. During the second quarter of fiscal 2001, we recorded a
bad debt provision of $2.0 million related to one customer which filed for
bankruptcy. Significant bad debt write-offs in the future could harm our
business.

To date, our investing activities have consisted primarily of purchases of
property and equipment. We incurred $15.1 million in capital expenditures in
the first half of fiscal 2001 for purchases of computer and emulation
equipment to support increased research and development activities and
enterprise resource planning system implementation. This amount compares to
capital expenditures of $14.7 million in the first half of fiscal 2000,
including $10.0 million attributable to a software license agreement with an
electronic design automation supplier. We expect capital expenditures to
increase as we further expand research and development initiatives and as our
employee base grows. The timing and amount of future capital expenditures will
depend primarily on our future growth. We expect to spend approximately $30.0
to $40.0 million for capital expenditures in fiscal 2001, primarily for
software licenses, emulation equipment, purchase of computer and engineering
workstations, future phases of enterprise resource planning system
implementation and tenant and leasehold improvements in our new headquarters
facility.

In April 2000, we entered into leases for our new headquarters complex in
Santa Clara, California. Our new complex will comprise four buildings,
representing approximately 500,000 total square feet. We expect the first
phase of two buildings consisting of approximately 250,000 square feet to be
completed in June 2001, the second phase of one building consisting of
approximately 125,000 square feet to be completed in July 2001 and the last
phase of one building to be completed in March 2002. The leases expire in 2012
and include two seven-year renewals at our option. Future minimum lease
payments under these operating leases total approximately $240.0 million over
the terms of the leases.

Financing activities provided cash of $208.0 million in the first half of
fiscal 2001, compared to $2.1 million in the first half of fiscal 2000. On
March 5, 2000, we entered into an agreement with Microsoft in which we agreed
to develop and sell graphics chips and to license certain technology to
Microsoft and its licensees for use in a product under development by
Microsoft. In April 2000, Microsoft paid us $200.0 million as an advance

against graphics chip purchases. Microsoft may terminate the agreement at any
time. If termination occurs prior to offset in full of the advance payments,
we would be required to return to Microsoft up to $100.0 million of the
prepayment and to convert the remainder into shares of our preferred stock at
a 30% premium to the 30-day average trading price of our common stock
preceding Microsoft's termination of the agreement.

We believe that our existing cash balances and anticipated cash flows from
operations will be sufficient to meet our operating and capital requirements
for at least the next 12 months. However, there is no assurance that we will
not need to raise additional equity or debt financing within this time frame.
Additional financing may not be available on favorable terms or at all and may
be dilutive to our then-current stockholders. We also may require additional
capital for other purposes not presently contemplated. If we are unable to
obtain sufficient capital, we could be required to curtail capital equipment
purchases or research and development expenditures, which could harm our
business.

BUSINESS

Overview

We design, develop and market graphics processors and related software for
personal computers and digital entertainment platforms. We provide a "top-to-
bottom" family of award-winning performance 3D graphics processors and
graphics processing units, or GPUs, that set the standard for performance,
quality and features for a broad range of desktop PCs, from professional
workstations to low-cost PCs. Our 3D graphics processors are used in a wide
variety of applications, including games, business productivity, the Internet
and industrial design. Our graphics processors were the first to incorporate a
128-bit multi-texturing graphics architecture designed to deliver to users of
our products a highly immersive, interactive 3D experience with compelling
visual quality, realistic imagery and motion, stunning effects and complex
object and scene interaction at real-time frame rates. The NVIDIA TNT2, TNT2
M64 and Vanta graphics processors deliver high performance 3D and 2D graphics
at affordable prices, making them the graphics hardware of choice for a wide
range of applications for both consumer and commercial use. Our graphics
processors are designed to be architecturally compatible backward and forward
between generations, giving our OEM customers and end users a low cost of
ownership. We are recognized for developing the world's first GPU, the GeForce
256, which incorporates independent hardware transform and lighting processing
units along with a complete rendering pipeline into a single-chip
architecture. Our current GPUs, the GeForce2 Ultra, the GeForce2 GTS, the
GeForce2 MX, the NVIDIA Quadro2 Pro and the Quadro2 MXR, process hundreds of
billions of operations per second and increase the PC's ability to render
high-definition 3D scenes in real-time. Our GPU family provides superior
processing and rendering power at competitive prices and is architected to
deliver the maximum performance from industry standards such as Microsoft's
Direct3D API and SGI's OpenGL API on Windows 98, Windows 2000 and Linux
platforms. We have also developed an integrated core logic/graphics chipset
called Aladdin TNT2 through a partnership with Acer Laboratories, Inc., or
ALi, one of the leading suppliers of core logic chipsets for the PC. The
Aladdin TNT2 chipset brings NVIDIA-class graphics performance and quality to
the value PC segment.

Industry Background

Interactive 3D graphics technology is emerging as one of the significant new
computing developments since the introduction of the graphical user interface.
Interactive 3D graphics is integral to various computing and entertainment
platforms such as workstations, consumer and commercial desktop PCs, Internet
appliances and home gaming consoles. 3D graphics is a powerful broadband
medium that enables the communication and visualization of information,
whether it is in professional applications like CAD/CAM and digital content
creation, commercial applications like financial analysis and business-to-
business collaboration or simply surfing the Internet or playing games. The
visually engaging and interactive nature of 3D graphics responds to consumers'
demands for a convincing simulation of reality beyond what is possible with
traditional 2D graphics. We expect that the fundamental interactive capability
and distributive nature of 3D graphics will make it the primary broadband
medium for a digitally connected world.

We believe that a PC's interactive 3D graphics capability represents one of
the primary means by which users differentiate among various systems. PC users
today can easily differentiate the quality of graphics and prefer personal
computers that provide a superior visual experience. These factors have
dramatically increased

demand for 3D graphics processors. Mercury Research estimates that 3D graphics
will be standard in every PC unit shipped by 2001. Mercury Research also
estimates that 126.8 million desktop 3D graphics processors were sold
worldwide in 1999 and that 292.2 million will be sold worldwide in 2004.

Continuing advancements in semiconductor process and manufacturing have made
available more powerful and affordable microprocessors and 3D graphics
processors, both of which are essential to deliver interactive 3D graphics to
the PC market. Additionally, the industry has broadly adopted Microsoft's
Direct3D API and SGI's OpenGL API, which serve as common and standard
languages between software applications and 3D graphics processors, allowing
the development of numerous 3D applications and resulting in increased
consumer demand.

The technology required to create interactive and visually engaging 3D
graphics is algorithmically complex and computationally intensive. To deliver
high quality interactive 3D graphics, advanced 3D GPUs require millions of
transistors to process billions of arithmetic operations per second. Current
3D GPUs, like the Quadro2 and the GeForce2 Ultra, are over 100 times more
complex than 2D accelerators and comparable to the complexity of Intel Pentium
III microprocessors. Despite these ongoing advances, PC 3D graphics available
today cannot deliver in real time the quality of graphics seen in digitally-
created films like "Toy Story 2." 3D graphics like those required over 1,400
powerful workstations to render 122,699 movie frames, each of which required
from 10 minutes to three days to complete. For PCs to provide even this level
of 3D graphics capability, the performance of 3D graphics processors will need
to be improved by several more orders of magnitude, with the ultimate goal
being to achieve "real world" graphics performance well beyond that seen in
"Toy Story 2."

We believe that a substantial market opportunity exists for providers of
performance 3D graphics processors, particularly as performance 3D graphics
have become an increasingly important requirement and point of differentiation
for PC OEMs. Consumer PC users demand a compelling visual experience and
compatibility with existing and next-generation 3D graphics applications at an
affordable price. Application developers require high-performance, standards-
based 3D architectures with broad market penetration. Since graphics is a key
point of differentiation, PC OEMs continually seek to incorporate leading-
edge, cost-effective 3D graphics solutions to build award-winning products. We
believe that providers of interactive 3D graphics solutions will compete based
on their ability to leverage their technology expertise to simultaneously meet
the needs of end users, application developers and OEMs.

Our Solution

We designed our GPUs and graphics processors to enable PC OEMs and add-in
board manufacturers to build award-winning products by delivering state-of-
the-art interactive 3D graphics capability while maintaining affordable
prices. We believe that by developing 3D graphics solutions that provide
superior performance and address the key requirements of the PC market, we
will accelerate the adoption of 3D graphics throughout this market. We combine
scalable architectural technology with mass market economies-of-scale to
deliver a complete family of products that span workstations to low-cost value
PCs.

The key features and benefits of our solution are as follows:

Advanced Scalable Single-Chip Graphics Architectures. In each of the past
three years, we have introduced a graphics processor that has subsequently
defined the 3D graphics standard widely adopted by the PC industry. In 1997,
we delivered the industry's first 128-bit 3D graphics processor with the RIVA
128. The RIVA 128's wide data path enabled high frame rate playback of
interactive games. In 1998, we introduced the industry's first dual pixel
pipeline with the RIVA TNT, which provided the ability to apply multiple
textures to each polygon, enabling stunning visual effects. In 1999, we
introduced the world's first GPU, the GeForce 256, by integrating transform
and lighting into the graphics processor. Dedicated transform and lighting
engines, which are substantially more powerful than those functions on general
purpose microprocessors, provide the extremely high computational throughput
necessary to generate high-resolution polygonal 3D models. In addition, in
2000, we

introduced the first per-pixel shading GPUs, the GeForce2 GTS and GeForce2
Ultra, moving even closer to cinematic-quality real-time graphics for the
desktop PC market. Per-pixel shading allows control of the visual and material
components, such as color, shadow, light and reflectivity, used to create
realistic scenes and objects. Each of these generations has served as the
foundation for an architecturally compatible family of products designed to
offer additional products focused on either enhanced performance and features
or lower cost.

High-Performance, Backward-Forward Compatible Software Drivers. NVIDIA
graphics processors include an extensive set of reference drivers that
translate between the software API and hardware. The NVIDIA Unified Driver
Architecture (UDA) is designed to maximize the performance of the graphics
processor and to maintain compatibility with each successive generation of our
products. These software drivers have the flexibility to be continually
enhanced in order to further improve the performance of our processors. We
believe our UDA provides a competitive advantage to our OEM customers. We are
the only graphics vendor that offers a family of graphics processors that are
binary software compatible, enabling both backward and forward compatibility
between generations as well as top-to-bottom compatibility. This compatibility
is achieved through an innovative graphics hardware architecture that
virtualizes the software interface, allowing us to innovate independent of the
API. This compatibility provides OEMs and end users with a great degree of
flexibility.

Feature-Optimized, Standards-Based Architecture. The NVIDIA family of
graphics processors are architected to take full advantage of industry
standards such as Microsoft's Direct3D and SGI's OpenGL. We work closely with
Microsoft and SGI so that our family of graphics processors provide feature
complete, performance optimized drivers from one generation to the next. The
standards-compliant design of our graphics processors provides OEMs maximum
flexibility in the design and use of their systems. In particular, we believe
that our focus on industry standard APIs positions us well in the PC market,
as these standards proliferate and support more advanced 3D visuals. Direct3D
and OpenGL have gained broad developer support, with numerous 3D titles
currently using those APIs.

Our Strategy

Our objective is to ultimately be the leading supplier of performance
graphics communications processors for a broad range of PCs, laptops, Internet
appliances, handhelds and any future computing device with a display. Our
current focus is on the PC market and we plan to expand into other markets.
Our strategy to achieve this objective includes the following key elements:

Build Award-Winning, Architecturally-Compatible 3D Graphics Product Families
for the PC and Digital Entertainment Markets. Our strategy is to achieve
market share leadership in the PC and digital entertainment markets by
providing award-winning performance at every price point. By developing 3D
graphics solutions that provide superior performance and address the key
requirements of these markets, we believe that we will accelerate the adoption
of 3D graphics. As part of our strategy, we have closely aligned our product
development with Direct3D and OpenGL, which we believe maximizes third-party
software support.

Target Leading OEMs. Our strategy is to enable our leading OEM customers to
differentiate their products in a highly competitive marketplace by using our
3D graphics processors. We believe that design wins with these industry
leaders provide market validation of our products, increase brand awareness
and enhance our ability to penetrate additional leading customer accounts. In
addition, we believe that close relationships with OEMs will allow us to
better anticipate and address customer needs with our future generations of
products. Our products currently are designed into products offered by
virtually every leading branded PC OEM, including Acer, Compaq, Dell,
eMachines, Fujitsu-Siemens, Gateway, HP, IBM, micronpc.com, NEC, Packard Bell
NEC, SGI and Sony.

Sustain Technology and Roadmap Leadership in 3D Graphics. We are focused on
leveraging our advanced engineering capabilities to accelerate the quality and
performance of 3D graphics in PCs. A fundamental aspect of our strategy is to
actively recruit the best 3D graphics engineers in the industry, and we

believe that we have assembled an exceptionally experienced and talented
engineering team. We increased the number of our employees engaged in research
and development activities to 289 at July 30, 2000 from 214 at January 30,
2000. Our research and development strategy is to focus on concurrently
developing multiple generations of graphics processors using independent
design teams. As we have in the past, we intend to leverage this strategy to
achieve new levels of graphics features and performance, enabling our
customers to achieve award-winning performance in their products.

Increase Market Share. We believe that substantial market share will be
important to achieving success in the 3D graphics business. We intend to
achieve a leading share of the market by devoting substantial resources to
building award-winning families of products for a wide range of applications.

Leverage Our Expertise in Digital Multimedia. We believe the synergy created
by the combination of 3D graphics and the Internet will fundamentally change
the way people work, learn, communicate and play. We believe that our
expertise in 3D graphics and system architecture positions us to help drive
this transformation. We are leveraging our expertise in the processing and
transmission of high-bandwidth digital media to develop products designed to
address the requirements of high-bandwidth concurrent multimedia.

NVIDIA Architecture, Products and Products Under Development

3D Graphics Processing Architecture

3D graphics processors create two-dimensional images, which can be displayed
on computer monitors or other output devices, from computer specifications of
three-dimensional objects or "models." These two-dimensional images are
typically the perspective view of the objects from an eye-point that changes
with time and, as such, are computationally very intensive. The 3D effect
arises from a variety of visual cues, such as perspective, occlusion, surface
shading, shadows, focus and motion. Convincing realism arises from precise
calculation of these and other effects. These calculations are best performed
by dedicated processors, which provide far more power and bandwidth than
microprocessors can deliver.

The 3D graphics process is a series of specialized steps, often referred to
as the 3D graphics pipeline. Typically, the microprocessor chooses an eye-
point and decides which objects should be displayed. These are commonly
communicated to the graphics subsystem via a software interface, such as
Microsoft's Direct3D or SGI's OpenGL. The processing itself occurs in several
steps, as depicted and described below:

Model (right Transform and (right Polygon Setup (right Rasterization (right Display
arrow) Lighting arrow) arrow) arrow)

Model. The model typically is expressed as a set of polygons, such as
triangles, that form the basic shape of a three-dimensional object and have
attributes such as position and color at each vertex.

Transform and Lighting. In the transform and lighting step, the original
position and orientation of the polygons are transformed to their new position
on the screen. Based on their position and orientation, some aspects of their
surface color and lighting can be computed. The 3D visual cues of perspective
and motion are handled during this stage. These calculations require very high
floating-point computation power and are performed either by the host
microprocessor or on a higher performance GPU. Lighting occurs after transform
and provides high visual impact. Lighting effects enhance the realism of a
scene and bring rendered images one step closer to a "real world" perception.

Polygon Setup. Polygon setup calculates the slopes of the polygon sides and
various other derivatives that greatly accelerate the rasterization process.
Although early graphics devices performed these calculations in the host
microprocessor, existing 3D graphics processors perform these calculations,
permitting significantly higher performance. By offloading setup and
rasterization from the microprocessor, the additional bandwidth can be
utilized for computationally-intensive operations such as character animation,
physics and object behaviors.

Rasterization. Rasterization computes the color and other information for
every pixel (dot on the screen) that a transformed polygon touches. A number
of complex algorithms compute the color uniquely for each pixel, as well as
perform the remaining visual cues, such as shading, shadows, focus and
occlusion. This is the most computationally intensive step of the graphics
pipeline and the processors are required to perform up to 1,000 calculations
per pixel, with this number increasing rapidly as the technology advances.

Display. Display consists of sequentially reading out the color of each
pixel at a rate matched to the monitor. Unlike the other stages in the 3D
graphics pipeline, which are purely digital, the signals to the monitor are
analog, and the frequencies are far higher.

The complexity of the different steps in the 3D graphics pipeline requires
billions of floating-point and integer operations in real time in order to
deliver a realistic and interactive experience. Image quality determines
whether 3D computer representation looks realistic, and 3D performance
determines whether a 3D system conveys a sense of fluid motion in real time.
If the performance is below a certain threshold, a 3D system can reduce the
productivity or the enjoyment of the user, even if the image quality is high.
The challenge with high-quality 3D is to deliver the processing power required
to perform these computations without creating bottlenecks in the 3D graphics
pipeline.

Current Product Offerings

Desktop Key Architectural Performance Commercial
Product Segment End User Features Metrics Ship Date
- ----------------------------------------------------------------------------------------------

NVIDIA Enthusiast Home users seeking Hardware transform 31 million August
GeForce2 Ultra the best graphics and lighting triangles per 2000
GPU performance and engines, multi- second and 1
quality for digital texturing per-pixel billion pixels
multimedia and rendering pipelines per second
entertainment designed to deliver
applications the maximum
performance for
Direct3D and OpenGL
applications

NVIDIA Performance Home users seeking Same as the 25 million March
GeForce2 GTS great graphics GeForce2 Ultra triangles per 2000
GPU performance and second and 800
quality for digital million pixels
multimedia and per second
entertainment
applications

NVIDIA Mid-Range Home and corporate In addition to the 20 million June 2000
GeForce2 MX users seeking an GeForce2 Ultra and triangles per
GPU optimal combination GeForce2 GTS second and 350
of graphics features, the million pixels
performance and GeForce2 MX has per second
quality for digital TwinView and
multimedia, Digital Vibrance
business and capabilities
entertainment
applications
- ----------------------------------------------------------------------------------------------
NVIDIA Quadro2 Performance Professionals 100% hardware- 31 million August
Pro Graphics Workstation seeking high- accelerated OpenGL triangles per 2000
Board precision real-time transform and second and 1
3D performance for lighting engines billion pixels
CAD/CAM, digital per second
content creation,
scientific analysis
and life sciences
applications

NVIDIA Quadro2 Entry Level Professionals In addition to the 25 million August
MXR Graphics Workstation seeking high- Quadro2 Pro triangles per 2000
Board precision real-time features, the second and 400
3D performance for Quadro2 MXR has million pixels
CAD/CAM, digital TwinView and per second
content creation, Digital Vibrance
scientific analysis capabilities
and life sciences
applications
- ----------------------------------------------------------------------------------------------
NVIDIA TNT2 Mainstream Home and corporate 128-bit dual-pixel 350 million April
users seeking rendering pipeline pixels per 1999
performance and for stunning multi- second
features for textured effects
business
productivity and
management

NVIDIA TNT2 Value Home and corporate Low-cost 64-bit 286 million July 1999
M64 users seeking the memory interface pixels per
optimal combination and package second
of performance and delivers TNT2-class
features at an performance and
affordable price excellent quality
at a lower cost

NVIDIA Vanta Low-Cost Home and corporate Low-cost 64-bit 250 million July 1999
users seeking a memory interface pixels per
low-cost solution and package second
delivers TNT2-class
performance

NVIDIA Vanta Low-Cost Home and corporate Low-cost 8MB frame 160 million April
LT users seeking a buffer with TNT2- pixels per 2000
low-cost solution class performance second

NVIDIA GeForce2 Ultra GPU

We began commercial shipment of the NVIDIA GeForce2 Ultra in August 2000.
The GeForce2 Ultra is designed for the PC enthusiast market and is a member of
our second-generation GeForce2 family. The GeForce2 Ultra replaced our first-
generation GPU, the GeForce 256, as our flagship processor.

The GeForce2 Ultra is the first GPU able to break the one billion pixels per
second barrier by providing two to three times the pixel processing power of
any competitors' graphics processor currently available. Fabricated on a .18
micron process technology, the 25 million transistor GeForce2 Ultra delivers
31 million sustained triangles per second. GeForce2 Ultra is the world's first
graphics product to ship with 230MHz (460MHz effective) Double Data Rate (DDR)
memory, producing 7.36GB per second bandwidth. The GeForce2 Ultra includes the
NVIDIA Shading Rasterizer (NSR) technology that enables per-pixel control of
visual and material components, such as color, shadow, light and reflectivity,
used to create realistic scenes and objects.

NVIDIA GeForce2 GTS GPU

We began commercial shipment of the NVIDIA GeForce2 GTS in March 2000. The
NVIDIA GeForce2 GTS is designed for the PC performance market and is a member
of our second-generation GeForce2 family.

The GeForce2 GTS is the first per-pixel shading GPU and was the first to
incorporate NSR and a High-Definition Video Processor (HDVP), which provides a
cost-effective, high-quality HDTV playback solution when combined with a
digital television receiver. In addition, GeForce2 GTS enables new
applications like high-definition timeshifting and digital VCR capabilities.
Each of the four new rasterization pipelines processes two textures per pixel,
in photorealistic 32-bit color, at full speed. Fabricated on a .18 micron
process technology, the GeForce2 GTS second-generation transform and lighting
architecture delivers 25 million triangles per second.

NVIDIA GeForce2 MX GPU

We began commercial shipment of the NVIDIA GeForce2 MX in June 2000. The
NVIDIA GeForce2 MX is designed for the mid-range PC market and is a member of
our second-generation GeForce2 family.

The GeForce2 MX brings the power of a GPU to the mainstream computer market.
With its innovative TwinView architecture, GeForce2 MX is the only GPU capable
of driving two digital displays independently, while fully supporting analog
RGB (VGA) and TV-out. In addition, the GeForce2 MX incorporates Digital
Vibrance Control, which makes all images, including 2D, 3D and video, more
colorful and vibrant, even on digital flat panels. Utilizing a two-pipe form
of the GeForce2 GTS architecture, the GeForce2 MX is a powerful, versatile GPU
at mainstream price points. Fabricated on a .18 micron process technology, the
GeForce2 MX delivers 20 million triangles per second.

NVIDIA Quadro2 Workstation Graphics Boards

We began commercial shipment of NVIDIA Quadro2 workstation graphics boards
in August 2000. The Quadro2 family is designed for the professional
workstation, digital content creation and CAD/CAM markets. The Quadro2
graphics board family consists of the Quadro2 Pro and the Quadro2 MXR. The
Quadro2 replaces the Quadro workstation GPU as our flagship workstation
processor and is incorporated into our first family of graphics boards for the
workstation market. We combine the Quadro2 workstation GPU with our UDA,
giving graphics and design professionals a solution for both the development
and deployment of leading-edge content.

We offer two distinct implementations of Quadro2 workstation boards. Quadro2
Pro delivers exceptional 3D and 2D performance for the engineering
professional. Quadro2 MXR features our TwinView display architecture and a
complete set of workstation capabilities for the mainstream professional. Both
implementations deliver balanced high-end performance for OpenGL and Direct3D
professional applications. With a high-speed 256-bit memory interface and up
to 128MB of DDR memory on-board, the Quadro2 increases the interactivity of
the very largest models and scenes. Fabricated on a .18 micron process
technology, Quadro2 also offers an

integrated high-definition video processor capable of supporting a wide range
of Advanced Television Standards Committee formats, including 720p at 60
frames per second.

Our Quadro2 line is designed for use with professional applications such as
3D Studio MAX, Adobe Photoshop, AutoCAD, ESRI, LightWave 3D, Maya, Nichimen
Mirai and SOFTIMAGE/3D.

NVIDIA TNT2 Graphics Processor

We began commercial shipment of the NVIDIA TNT2 graphics processor in April
1999. The TNT2 is designed for the mainstream PC market. The TNT2 features our
fourth-generation, 128-bit multi-texturing 3D architecture. The TNT2 extends
the performance and function of the original RIVA TNT graphics processor for
PC OEMs and graphics card manufacturers. Fabricated on a .22 micron process
technology, the TNT2 graphics processor delivers the highest performance of
its generation through the use of high frequency clock rates for the 3D
processor and memory. The TNT2 supports 32 megabytes of frame buffer memory.

NVIDIA TNT2 M64, Vanta and Vanta LT Graphics Processors

Our NVIDIA TNT2 M64, Vanta and Vanta LT graphics processors are designed for
the value and low-cost consumer and commercial desktop PC markets. Based on
our award-winning TNT2 architecture, these processors offer low-cost, highly
integrated choices for entry-level add-in card and motherboard solutions. The
TNT2 M64, Vanta and Vanta LT are manufactured on a .22 micron process
technology and offer good quality and performance at an affordable price. The
TNT2 M64, Vanta and Vanta LT support up to 32, 16 and 8 megabytes of frame
buffer memory, respectively.

Other Products and Projects

Aladdin TNT2 Integrated Chipset

The Aladdin TNT2 is a joint development with ALi. It combines our award-
winning TNT2 core with ALi's M1631 North Bridge. This chipset is sold with an
ALi M1535D South Bridge and brings NVIDIA graphics performance and image
quality to the fast growing value PC segment while reducing overall system
cost. ALi is responsible for the sale of this product. The Aladdin TNT2 began
commercial shipment in March 2000.

Microsoft Xbox

On March 5, 2000, we entered into an agreement with Microsoft in which we
agreed to develop and sell graphics chips and to license certain technology to
Microsoft and its licensees for use in the Xbox video game console under
development by Microsoft. In April 2000, Microsoft paid us $200.0 million as
an advance against graphics chip purchases. Microsoft may terminate the
agreement at any time. If termination occurs prior to offset in full of the
advance payments, we would be required to return to Microsoft up to $100.0
million of the prepayment and to convert the remainder into our preferred
stock at a 30% premium to the 30-day average trading price of our common stock
preceding Microsoft's termination of the agreement. In addition, in the event
that an individual or corporation makes an offer to purchase shares equal to
or greater than thirty percent (30%) of the outstanding shares of our common
stock, Microsoft has first and last rights of refusal to purchase the stock.
The graphics chip contemplated by the agreement is highly complex, and the
development and release of the Microsoft Xbox video game console and its
commercial success are dependent upon a number of factors, many of which we
cannot control. We cannot guarantee that we will be successful in developing
the graphics chip for use by Microsoft or that the product will be developed
or released, or if released, will be commercially successful.

Sales and Marketing

Our worldwide sales strategy is a key part of our objective to become the
leading supplier of performance 3D graphics processors for PCs. Our sales team
works closely with PC OEMs, add-in board manufacturers and

industry trendsetters to define product features, performance, price and
timing of new products. Members of our sales team have a high level of
technical expertise and product and industry knowledge to support a
competitive and complex design win process. We also employ a highly skilled
team of application engineers to assist PC OEMs and add-in board manufacturers
in designing, testing and qualifying system designs that incorporate our
products. We believe that the depth and quality of our design support are key
to improving PC OEMs' and add-in board manufacturers' time-to-market,
maintaining a high level of customer satisfaction among PC OEMs and add-in
board manufacturers and fostering relationships that encourage customers to
use the next generation of our products.

In the 3D graphics market, the sales process involves influencing leading PC
OEMs' and add-in board manufacturers' graphics processor purchasing decisions,
achieving key design wins and supporting the product design into high volume
production. These design wins in turn influence the retail and system
integrator channel that is serviced by add-in board and motherboard
manufacturers. Our distribution strategy is to work with a number of leading
CEMs, add-in board manufacturers and distributors that have relationships with
a broad range of major PC OEMs and/or strong brand name recognition in the
retail channel. Currently, we sell a significant majority of our graphics
processors directly to CEMs and add-in board manufacturers, which then sell
boards with our graphics processor to leading OEMs, to retail outlets and to a
large number of system integrators.

To encourage software title developers and publishers to develop games
optimized for platforms utilizing our products, we seek to establish and
maintain strong relationships in the software development community.
Engineering and marketing personnel interact with and visit key software
developers to promote and discuss our products, as well as to ascertain
product requirements and solve technical problems. Our developer program makes
products available to partners prior to volume availability to encourage the
development of software titles that are optimized for our products.

Backlog

Our sales are primarily made pursuant to standard purchase orders that are
cancelable without significant penalties. The quantity of our products
actually purchased by the customer as well as shipment schedules are subject
to revisions to reflect changes in the customer's requirements and
manufacturing availability. The semiconductor industry is characterized by
short lead time orders and quick delivery schedules. In light of industry
practice and experience, we do not believe that backlog as of any particular
date is indicative of future results.

Manufacturing

We have a "fabless" manufacturing strategy whereby we employ world-class
suppliers for all phases of the manufacturing process, including fabrication,
assembly and testing. This strategy leverages the expertise of industry-
leading, ISO-certified suppliers in such areas as fabrication, assembly,
quality control and assurance, reliability and testing. In addition, we are
able to avoid most of the significant costs and risks associated with owning
and operating manufacturing operations. These suppliers are also responsible
for procurement of most of the raw materials used in the production of our
products. As a result, we can focus resources on product design, additional
quality assurance, marketing and customer support.

Our graphics processors are fabricated by TSMC and WaferTech and assembled
and tested by Advanced Semiconductor Engineering, ChipPAC and Siliconware. We
receive semiconductor products from our subcontractors, perform incoming
quality assurance and then ship them to CEMs, motherboard and add-in board
manufacturer customers from our Santa Clara location in the U.S. and a third-
party warehouse in Singapore. Generally, these manufacturers assemble and test
the boards based on our design kit and test specifications, then ship the
products to the retail, system integrator or OEM markets as add-in board
solutions. Our hardware and software development teams work closely with
certification agencies, Microsoft Windows Hardware Quality Labs and our OEM
customers to ensure that both our boards and software drivers are certified
for inclusion in the OEMs' products.

Research and Development

We believe that the continued introduction of new and enhanced products
designed to deliver leading 3D graphics performance and features is essential
to our future success. Our research and development strategy is to focus on
concurrently developing multiple generations of graphics processors using
independent design teams. Our research and development efforts are performed
within specialized groups consisting of software engineering, hardware
engineering, VLSI design engineering, process engineering, and architecture
and algorithms. These groups act as a pipeline designed to allow the efficient
simultaneous development of multiple generations of products.

A critical component of our product development effort is our partnerships
with leaders in the CAD industry. We have invested significant resources to
develop relationships with industry leaders, including Avant! Corporation,
Cadence Design Systems, Inc., IKOS Systems, Inc. and Synopsys, Inc., often
assisting these companies in the product definition of their new products. We
believe that forming these relationships and utilizing next-generation
development tools to design, simulate and verify our products will help us
remain at the forefront of the 3D graphics market and develop products on a
rapid basis that utilize leading-edge technology. We believe this approach
assists us in meeting the new design schedules of PC manufacturers.

We have substantially increased our engineering and technical resources and
have 289 full-time employees engaged in research and development as of July
30, 2000, compared to 214 employees as of January 30, 2000. Research and
development expenses totaled $7.1 million in 1997, $25.1 million in the year
ended January 31, 1999, $47.4 million in the year ended January 30, 2000 and
$38.0 million in the six months ended July 30, 2000.

Competition

The market for 3D graphics processors for PCs is intensely competitive and
characterized by rapid technological change, evolving industry standards and
declining average selling prices. We believe that the principal competitive
factors in this market are performance, breadth of product offerings, access
to customers and distribution channels, backward-forward software support,
conformity to industry standard APIs, manufacturing capabilities, price of
graphics processors and total system costs of add-in boards or motherboards.
We expect competition to increase both from existing competitors and new
market entrants with products that may be less costly than our 3D graphics
processors or may provide better performance or additional features not
provided by our products.

Our primary source of competition is from companies that provide or intend
to provide 3D graphics solutions for the PC market. Our competitors include
the following:

. suppliers of graphics add-in boards that utilize their internally
developed graphics chips, such as ATI and Matrox;

. suppliers of integrated core logic chipsets that incorporate 2D and 3D
graphics functionality as part of their existing solutions, such as
Intel, Silicon Integrated Systems and Via Technologies;

. companies that have traditionally focused on the professional market and
provide high end 3D solutions for PCs and workstations, including
3Dlabs, SGI and Evans and Sutherland Computer; and

. companies that focus on the video game market, such as 3Dfx and
VideoLogic.

Patents and Proprietary Rights

We rely primarily on a combination of patent, trademarks, copyrights, trade
secrets, employee and third-party nondisclosure agreements and licensing
arrangements to protect our intellectual property. We own 33 issued patents
and have 46 U.S. patent applications pending. Our issued patents have
expiration dates from April 2015 to April 2018. Our issued patents and pending
patent applications relate to technology developed by us in connection with
the development of our 3D graphics processors. We have no foreign patents or
patent applications. We seek patents that have broad application in the
semiconductor industry and that we believe will provide a competitive
advantage. However, our pending patent applications or any future applications
may not be approved, and any issued patents may not provide us with
competitive advantages or may be challenged by third parties. We have licensed
technology from third parties for incorporation in our graphics processors and
expect to continue to enter into agreements like this for future products.
These licenses may result in royalty payments to third parties, the cross-
license of technology by us or payment of other consideration. If these
arrangements are not concluded on commercially reasonable terms, our business
could suffer. We attempt to protect our trade secrets and other proprietary
information through confidentiality agreements with manufacturers and other
partners, proprietary information agreements with employees and consultants
and other security measures. We also rely on trademarks and trade secret laws
to protect our intellectual property.

Employees

As of July 30, 2000 we had 529 employees, 289 of whom were engaged in
research and development and 240 of whom were engaged in sales, marketing,
operations and administrative positions. None of our employees is covered by
collective bargaining agreements, and we believe our relationship with our
employees is good.

Facilities

We lease approximately 117,000 square feet for our headquarters in Santa
Clara, California, under leases expiring in 2002. We also lease a design
center consisting of approximately 2,900 square feet in one building in
Durham, North Carolina, pursuant to a lease that expires in March 2002. In
addition, we lease sales and administrative offices in Texas, Washington,
Arizona, Singapore and the United Kingdom to support our customers. In April
2000, we entered into leases for our new headquarters complex in Santa Clara,
California. Our new complex will comprise four buildings, representing
approximately 500,000 total square feet. We expect the first phase of two
buildings consisting of approximately 250,000 square feet to be completed in
June 2001, the second phase of one building consisting of approximately
125,000 square feet to be completed in July 2001 and the last phase of one
building to be completed in March 2002. The leases expire in 2012 and include
two seven-year renewals at our option. We believe that we currently have
sufficient facilities to conduct our operations for the next twelve months,
although we expect to lease additional facilities throughout the world as our
business requires.

Legal Proceedings

On September 21, 1998, 3Dfx filed a patent infringement lawsuit against us
in the United States District Court for the Northern District of California
alleging infringement of a 3Dfx patent. On March 2, 1999, 3Dfx added a second
patent to the suit and on May 24, 1999, 3Dfx added a third patent to the suit.
The amended complaint alleges that our RIVA TNT, RIVA TNT2 and RIVA TNT2 Ultra
products infringe the patents in suit and seeks unspecified compensatory and
trebled damages and attorneys' fees. Our current generation of products is not
identified as infringing any of the patents in suit. We have filed an answer
and counter-claims asserting that the patents in suit are invalid and not
infringed. These assertions are supported by our investigations to date and an
opinion from our patent counsel in this suit. We anticipate that the trial
date will be set by the District Court after it rules on claims construction
issues.

restraining 3Dfx from manufacturing, selling or importing infringing graphics
chip and card products including its Voodoo3, Voodoo4 and Voodoo5 and VSA-100
family of products, as well as monetary damages. The matter is in its earliest
stages, discovery has not yet begun and no trial date has been set.

On February 22, 2000, Graphiques Matrox, Inc. and Systemes Electroniques
Matrox Ltd. (collectively "Matrox") filed suit against us in the Superior
Court, Judicial District of Montreal, Province of Quebec, Canada. The suit
alleges that we improperly solicited and recruited Matrox employees and
encouraged Matrox employees to breach their Matrox confidentiality and/or non-
competition agreements. The suit by Matrox seeks, among other things, certain
injunctive relief. We believe that the claims asserted by Matrox are without
merit and we intend to vigorously defend this suit.

On May 19, 2000, we filed suit against Matrox in Santa Clara County Superior
Court alleging that Matrox's efforts to prevent its current and former
employees from pursuing employment opportunities with us constitute
interference with prospective economic advantage and contract and unfair
competition. Our suit seeks, among other things, unspecified monetary damages,
a declaration that Matrox's confidentiality and/or non-competition agreements
are unenforceable under California law and a declaration that its use of those
agreements and other tactics constitutes unfair competition. On May 26, 2000,
the case was transferred to the San Jose Division of the United States
District Court for the Northern District of California. On June 14, 2000,
Matrox filed an answer denying our claims and a counterclaim alleging trade
secret misappropriation, intentional interference with contractual relations
and unfair competition. Matrox's California suit seeks unspecified monetary
damages and injunctive relief. We filed an answer to this counterclaim on July
7, 2000, denying all of Matrox's claims. As with the Montreal action, we
believe that the claims asserted by Matrox are without merit and we intend to
vigorously defend this suit.

In addition, we may be subject to litigation in the future. See "Risk
Factors--We are subject to a patent infringement lawsuit and could be subject
to future lawsuits that could divert our resources and result in the payment
of substantial damages." From time to time, we are also subject to claims in
the ordinary course of business, none of which in our view would have a
material adverse impact on our business or financial position if resolved
unfavorably.

MANAGEMENT

The following table sets forth certain information regarding our executive
officers and directors as of September 1, 2000:

Executive Officers, Key Employees and Directors

Name Age Position
---- --- --------

Jen-Hsun Huang 37 President, Chief Executive Officer and Director
Jeffrey D. Fisher 42 Executive Vice President, Worldwide Sales
Christine B. Hoberg 45 Chief Financial Officer
Chris A. Malachowsky 41 Vice President, Hardware Engineering
Curtis R. Priem 40 Chief Technical Officer
Tench Coxe (1) 42 Director
James C. Gaither 63 Director
Harvey C. Jones, Jr. (1) 47 Director
William J. Miller (2) 55 Director
A. Brooke Seawell (2) 52 Director
Mark A. Stevens (2) 40 Director

- --------
(1)Member of the Compensation Committee.

(2)Member of the Audit Committee.

Jen-Hsun Huang co-founded NVIDIA in April 1993 and has served as our
President, Chief Executive Officer and a member of the Board of Directors
since its inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic
Corporation, a computer chip manufacturer, where he held a variety of
positions, most recently as Director of Coreware, the business unit
responsible for LSI's "system-on-a-chip" strategy. From 1983 to 1985, Mr.
Huang was a microprocessor designer for Advanced Micro Devices, a
semiconductor company. Mr. Huang holds a B.S.E.E. degree from Oregon State
University and an M.S.E.E. degree from Stanford University.

Jeffrey D. Fisher has been Executive Vice President, Worldwide Sales for
NVIDIA since July 1994. From September 1988 to July 1994, Mr. Fisher held
various positions at Weitek Corporation, a semiconductor technology company,
where his last position was as Director of Worldwide Sales. Mr. Fisher holds a
B.S.E.E. degree from Purdue University and an M.B.A. degree from Santa Clara
University.

Christine B. Hoberg has been Chief Financial Officer of NVIDIA since
December 1998. From June 1992 to December 1998, Ms. Hoberg held various
positions at Quantum Corporation, a mass storage company, where her last
position was as Vice President, Corporate Controller. Ms. Hoberg holds a B.A.
in German Studies from Stanford University and is a certified public
accountant.

Chris A. Malachowsky co-founded NVIDIA in April 1993 and has been our Vice
President, Hardware Engineering since that time. From 1987 until April 1993,
Mr. Malachowsky was a Senior Staff Engineer for Sun Microsystems, Inc., a
supplier of enterprise network computing products. From 1980 to 1986,
Mr. Malachowsky was a manufacturing design engineer at Hewlett-Packard
Company. Mr. Malachowsky was a co-inventor of Sun Microsystems' GX graphics
architecture and has authored 43 patents, most of which relate to graphics.
Mr. Malachowsky holds a B.S.E.E. degree from the University of Florida and an
M.S.C.S. degree from Santa Clara University.

Curtis R. Priem co-founded NVIDIA in April 1993 and has been our Chief
Technical Officer since that time. From 1986 to January 1993, Mr. Priem was
Senior Staff Engineer at Sun Microsystems where he architected the GX graphics
products, including the world's first single chip GUI accelerator. From 1984
to 1986,

Mr. Priem was a hardware engineer at GenRad, Inc., a supplier of diagnostic
equipment for electronic products. From 1982 to 1984, Mr. Priem was a staff
engineer for Vermont Microsystems, Inc., a personal computer company, where he
architected IBM's Professional Graphics Adapter, the PC industry's first
graphics processor. Mr. Priem has authored 87 U.S. and international patents,
all of which relate to graphics and input/output systems. Mr. Priem holds a
B.S.E.E. degree from Rensselaer Polytechnic Institute.

Tench Coxe has served as a director of NVIDIA since June 1993. Mr. Coxe is a
managing director of Sutter Hill Ventures, a venture capital investment firm.
Prior to joining Sutter Hill Ventures in 1987, Mr. Coxe was Director of
Marketing and MIS at Digital Communication Associates. Mr. Coxe also serves on
the Board of Directors of Alteon WebSystems Inc., an Internet infrastructure
company, Clarus Corporation, a software company, Copper Mountain Networks
Inc., a provider of high speed DSL solutions, E-Loyalty Corp., a customer
loyalty software firm, and several privately held companies. Mr. Coxe holds a
B.A. degree in Economics from Dartmouth College and an M.B.A. degree from
Harvard Business School.

James C. Gaither has served as a director of NVIDIA since December 1998. Mr.
Gaither is a managing director of Sutter Hill Ventures, a venture capital
investment firm. He is also senior counsel to the law firm of Cooley Godward
LLP and was a partner of the firm from 1971 until July 2000. Prior to
beginning his law practice with the firm in 1969, Mr. Gaither served as a law
clerk to The Honorable Earl Warren, Chief Justice of the United States,
Special Assistant to the Assistant Attorney General in the United States
Department of Justice and Staff Assistant to the President of the United
States, Lyndon Johnson. Mr. Gaither is a former president of the Board of
Trustees at Stanford University and is a member of the Board of Directors of
The William and Flora Hewlett Foundation, and the James Irvine Foundation. Mr.
Gaither currently serves on the Board of Directors of Basic American, Inc., a
food processing company, Blue Martini, Inc., a customer interaction company,
Levi Strauss & Company, a manufacturer and marketer of brand-name apparel, and
Siebel Systems, Inc., an information software systems company. Mr. Gaither
holds a B.A. in Economics from Princeton University and a J.D. degree from
Stanford University.

Harvey C. Jones, Jr. has served as a director of NVIDIA since November 1993.
From December 1987 through February 1998, Mr. Jones held various positions at
Synopsys, Inc., a developer of electronic design automation software, where he
served as President through December 1992, as Chief Executive Officer until
January 1994 and as Executive Chairman of the Board until February 1998. Prior
to joining Synopsys, Mr. Jones served as President and Chief Executive Officer
of Daisy Systems Corporation, a computer-aided engineering company that he co-
founded in 1981. Mr. Jones currently serves on the Board of Directors of
Synopsys, Remedy Corporation, an enterprise software company, and Numerical
Technology Corporation, an integrated circuit technology and software company.
Mr. Jones holds a B.S. degree in Mathematics and Computer Sciences from
Georgetown University and an M.S. degree in Management from Massachusetts
Institute of Technology.

William J. Miller has served as a director of NVIDIA since November 1994.
From April 1996 through October 1999, Mr. Miller was Chief Executive Officer
and Chairman of the Board of Avid Technology, Inc., a provider of digital
tools for multimedia. Mr. Miller also served as President of Avid Technology
from September 1996 through October 1999. From March 1992 to October 1995, Mr.
Miller served as Chief Executive Officer of Quantum Corporation, a mass
storage company. He was a member of the Board of Directors, and Chairman
thereof, from, respectively, May 1992 and September 1993 to August 1995. From
1981 to March 1992, he served in various positions at Control Data
Corporation, a supplier of computer hardware, software and services, most
recently as Executive Vice President and President, Information Services. Mr.
Miller serves on the Board of Directors of Waters Corporation, a scientific
instrument manufacturing company and on the Board of Directors of Innovex
Inc., a manufacturer of flexible circuits. Mr. Miller holds a B.A. and a
J.D. degree from the University of Minnesota.

A. Brooke Seawell has served as a director of NVIDIA since December 1997.
Mr. Seawell has been a general partner of Technology Crossover Ventures since
February 2000. Mr Seawell acted as an independent consultant to several
technology companies from 1999 to 2000. From 1997 to 1998, Mr. Seawell was
Executive Vice President of NetDynamics, Inc., an Internet application server
software company. From 1991 to 1997, Mr.

Seawell was Senior Vice President and Chief Financial Officer of Synopsys,
Inc., an electronic design automation software company. Mr. Seawell also
serves on the Board of Directors of Accrue Software, Inc., an Internet data
collection and analysis software company, Informatica Corporation, a data
integration software company, Mediaplex, Inc., a provider of e-business
advertising technology and services, and several privately held companies. Mr.
Seawell holds a B.A. degree in Economics and an M.B.A. degree in Finance from
Stanford University.

Mark A. Stevens has served as a director of NVIDIA since June 1993. Mr.
Stevens has been a managing member of Sequoia Capital, a venture capital
investment firm, since March 1993. Prior to that time, beginning in July 1989,
he was an associate at Sequoia Capital. Prior to joining Sequoia, he held
technical sales and marketing positions at Intel. Mr. Stevens currently serves
on the Board of Directors of MedicaLogic, Inc., an online health information
company, MP3.com, Inc., an online music company, Pixelworks, Inc., a fabless
semiconductor company developing image processors, Terayon Communication
Systems, Inc., a broadband systems company, and several privately held
companies. Mr. Stevens holds a B.S.E.E. degree, a B.A. degree in Economics and
an M.S. degree in Computer Engineering from the University of Southern
California and an M.B.A. degree from Harvard Business School.

PRINCIPAL STOCKHOLDERS

The following table sets forth certain information known to us with respect
to beneficial ownership of our common stock as of September 1, 2000 by (1)
each of our executive officers and directors; (2) all of our executive
officers and directors as a group; and (3) each stockholder known by us to be
the beneficial owner of more than 5% of our common stock.

Number of
Shares
Beneficially Percentage of Shares
Name Owned(1) Beneficially Owned
---- ------------ --------------------

Jen-Hsun Huang(2)(3)......................... 5,529,186 8.4%
Curtis R. Priem(2)(4)........................ 6,133,750 9.3
Chris A. Malachowsky(2)(5)................... 4,188,250 6.4
Jeffrey D. Fisher(6)......................... 364,005 *
Christine B. Hoberg(7)....................... 42,094 *
Tench Coxe(8)................................ 586,918 *
James C. Gaither(9).......................... 163,652 *
Harvey C. Jones, Jr.(10)..................... 484,602 *
William J. Miller(11)........................ 257,500 *
A. Brooke Seawell(12)........................ 171,250 *
Mark A. Stevens(13).......................... 326,436 *
All directors and executive officers as a
group
(11 persons)(14)............................ 18,247,643 27.0%

- --------
* Less than one percent

(1) This table is based upon information supplied by officers, directors and
principal stockholders and Schedules 13D and 13G filed with the
Securities and Exchange Commission. Unless otherwise indicated in the
footnotes to this table and subject to community property laws where
applicable, we believe that each of the stockholders named in this table
has sole voting and investment power with respect to the shares indicated
as beneficially owned. Applicable percentages are based on 65,453,929
shares of common stock outstanding on September 1, 2000. In computing the
number of shares beneficially owned by a person and the percentage
ownership of that person, shares of common stock subject to options held
by that person that are exercisable within 60 days are deemed
outstanding. These shares, however, are not deemed outstanding for the
purpose of computing the percentage ownership of any other person.

(2) The address for Messrs. Huang, Malachowsky and Priem is c/o NVIDIA
Corporation, 3535 Monroe Street, Santa Clara, California 95051.

(3) Includes 4,357,800 shares of common stock held by The Jen-Hsun and Lori
Huang Living Trust dated May 1, 1995, of which Mr. Huang is the trustee,
and 501,200 shares held by J. and L. Huang Investments, L.P., of which
Mr. Huang and his wife are general partners. Also includes 670,000 shares
of common stock issuable upon the exercise of vested options within 60
days of September 1, 2000.

(4) Includes 54,000 shares of common stock held by The Priem Family CRT and
4,446,000 shares held by The Priem Family Foundation. Mr. Priem disclaims
beneficial ownership over the shares of common stock held by the Priem
Family Foundation. Also includes 343,750 shares of common stock issuable
upon the exercise of vested options within 60 days of September 1, 2000.

(5) Includes 3,420,000 shares of common stock held by The Chris and Melody
Malachowsky Living Trust dated October 20, 1994, of which Mr. Malachowsky
is the trustee, and 477,000 shares of common stock held by C. and
M. Malachowsky Investments, L.P., of which Mr. Malachowsky and his wife
are general partners. Also includes 343,750 shares of common stock
issuable upon exercise of vested options within 60 days of September 1,
2000.

(6) Includes 39,000 shares held by Jeffrey D. Fisher, as custodian for his
three minor children under the Uniform Gifts to Minors Act. Also includes
40,273 shares of common stock issuable upon exercise of vested options
within 60 days of September 1, 2000.

(7) Includes 36,876 shares of common stock issuable upon exercise of vested
options within 60 days of September 1, 2000.

(8) Includes 20,526 shares of common stock held in a retirement trust over
which Mr. Coxe exercises voting and investing power. Also includes 95,000
shares of common stock issuable upon exercise of vested options within 60
days of September 1, 2000.

(9) Includes 75,000 shares of common stock held by Cooley Godward LLP, of
which Mr. Gaither is senior counsel. Mr. Gaither disclaims beneficial
ownership of such shares held by such entity, except to the extent of his
pecuniary interest therein. Also includes 53,750 shares of common stock
issuable upon exercise of vested options within 60 days of September 1,
2000.

(10) Includes 95,000 shares of common stock issuable upon exercise of vested
options within 60 days of September 1, 2000.

(11) Includes 82,500 shares of common stock issuable upon exercise of vested
options within 60 days of September 1, 2000.

(12) Includes 171,250 shares of common stock issuable upon exercise of vested
options within 60 days of September 1, 2000.

(13) Includes 92,500 shares of common stock issuable upon exercise of vested
options within 60 days of September 1, 2000.

(14) Includes 2,024,649 shares of common stock issuable upon exercise of
options held by all current directors and executive officers within 60
days of September 1, 2000.

DESCRIPTION OF CAPITAL STOCK

bylaws.
Our authorized capital stock consists of 200,000,0001,000,000,000 shares of common stock, $.001$0.001 par value, and 2,000,000 shares of preferred stock, $.001$0.001 par value. As of September 1, 2000,December 12, 2003, there were 65,453,929163,915,729 shares of common stock outstanding and no shares of preferred stock outstanding. On May 20, 2000, the Board of
Directors approved a two-for-one stock split of our common stock, to be
effected in the form of a 100% stock dividend. The stock split entitled each
stockholder of record at the close of business on June 12, 2000, to receive
one additional share for every outstanding share of common stock held. Our
transfer agent delivered the additional shares resulting from the stock split
on or about June 26, 2000.

Common Stock
The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. The holders of common stock are not entitled to cumulative voting rights with respect to the election of directors, and as a consequence, minority stockholders are not able to elect directors on the basis of their votes alone. Subject to preferences that may be applicable to any outstanding shares of the preferred stock currently outstanding or issued in the future, holders of common stock are entitled to receive ratably such dividends as may be declared by the Boardour board of Directorsdirectors out of funds legally available therefor. See "Dividend Policy." In the event of our liquidation, dissolution or winding up, holders of theour common stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferencespreference of any then outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to the common stock. All outstanding shares of common stock are, and all shares of common stock tothat may be outstanding upon the
completion ofissued under this offeringprospectus will be, fully paid and non-assessable.
Preferred Stock

Pursuant to our Amended and Restated Certificate
Our board of Incorporation, or
Certificate, the Board of Directorsdirectors has the authority, without further action by the stockholders, to issue up to 2,000,000 shares of preferred stock in one or more series and to fix the designations, powers,rights, preferences, privileges and relative participating, optional, or special rights and the
qualifications, limitations, or restrictions thereof, including dividend rights, conversion rights, voting rights, terms of redemption, and liquidation preferences, sinking fund terms and the number of shares constituting any series or allthe designation of such series, without any further vote or action by stockholders.
We will fix the rights, preferences, privileges and restrictions of the preferred stock of each series in the certificate of designation relating to that series. We will incorporate by reference as an exhibit to the registration statement that includes this prospectus or as an exhibit to a current report on Form 8-K, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering before the issuance of the related series of preferred stock. This description will include:
the title and stated value;
the number of shares we are offering;
the liquidation preference per share;
the purchase price;
the dividend rate, period and payment date and method of calculation for dividends;
whether dividends will be cumulative or non-cumulative and, if cumulative, the date from which maydividends will accumulate;
the procedures for any auction and remarketing, if any;
the provisions for a sinking fund, if any;
the provisions for redemption or repurchase, if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
any listing of the preferred stock on any securities exchange or market;
whether the preferred stock will be greater thanconvertible into our common stock, and, if applicable, the conversion price, or how it will be calculated, and the conversion period;
whether the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
voting rights, if any, of the preferred stock;
preemption rights, if any;
restrictions on transfer, sale or other assignment, if any;
whether interests in the preferred stock will be represented by depositary shares;
a discussion of any material or special United States federal income tax considerations applicable to the preferred stock;
the relative ranking and preferences of the preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs;
any limitations on issuance of any class or series of preferred stock ranking senior to or on a parity with the series of preferred stock as to dividend rights and rights if we liquidate, dissolve or wind up our affairs; and
any other specific terms, preferences, rights or limitations of, or restrictions on, the preferred stock.
If we issue shares of preferred stock under this prospectus, the shares will be fully paid and nonassessable and will not have, or be subject to, any preemptive or similar rights.
The Delaware General Corporation Law provides that the holders of preferred stock will have the right to vote separately as a class on any proposal involving fundamental changes in the rights of holders of that preferred stock. This right is in addition to any voting rights that may be provided for in the common
stock. applicable certificate of designation.
The Boardissuance of Directors, without stockholder approval, can issue preferred stock, with voting, conversion,whether pursuant to this offering or other rights thatotherwise, could adversely affect the voting power, andconversion or other rights of the holders of common stock. Preferred stock could thus be issued quickly with terms calculated to delay or prevent our having a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have the effect of decreasing the market price of the common stock, and may adversely affect
the voting and other rights of the holders of common stock. We have no current
plans to issue any of the authorized preferred stock.

Registration Rights

In addition to the registration rights to be granted to the holders of the
notes, certain Holders (or their permitted transferees) of shares of our
common stock are entitled to certain rights with respect to the registration
of such shares under the Securities Act. If we propose to register our common
stock, subject to certain exceptions, under the Securities Act, the Holders
are entitled to notice of the registration and are entitled at our expense to
include such shares therein, provided that the managing underwriters have the
right to limit the number of such shares included in the registration. These
registration rights do not apply with respect to any offering of our common
stock under this prospectus. In addition, certain of the Holders may require
us, at our expense, on no more than one occasion, to file a registration
statement under the Securities Act with respect to their shares of common
stock. Further, certain Holders may require us, once every 12 months and, on
no more than two occasions, at our expense to register the shares on Form S-3,
subject to certain conditions and limitations. These rights expire in January
2004.

43
Anti-Takeover Effects of Provisions of Charter Documents and Delaware Law and Our Charter Documents

Documents.
Certificate of Incorporation
Our Certificatecertificate of incorporation provides for our board of directors to be divided into three classes, with staggered three-year terms. As a result, only one class of directors will be elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Stockholders have no cumulative voting rights.
Our certificate of incorporation also requires that any action required or permitted to be taken by our stockholders must be effected at a duly called annual or special meeting of the stockholders and Bylaws includemay not be effected by a consent in writing and that the stockholders may amend our bylaws or adopt new bylaws, only by the affirmative vote of 66²/₃% of the outstanding voting securities. A special meeting of the stockholders may be called by our Chairman, our Chief Executive Officer or a resolution adopted by a majority of the total number of authorized directors. These provisions thatmay have the effect of delaying, deferring or preventing a change in control.
The classification of our board of directors and lack of cumulative voting will make it more difficult for our existing stockholders to replace our board of directors as well as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retain and discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect a change in management.
These and other provisions may have the effect of deterring hostile takeovers or delaying or preventing changes in control or management. First,These provisions are intended to enhance the Certificate provideslikelihood of continued stability in the composition of our board of directors and in the policies of our board of directors and to discourage certain types of transactions that all stockholder
action must be effected at a duly called meeting of holders and not by a
consentmay involve an actual or threatened change in writing. Second, the Bylaws providecontrol. These provisions are designed to reduce our vulnerability to an unsolicited acquisition proposal. The provisions also are intended to discourage certain tactics that special meetings of the
holders may be called only by (i)used in proxy rights. However, such provisions could have the Chairmaneffect of discouraging others from making tender offers for our shares and, as a consequence, such provisions also may inhibit fluctuations in the Boardmarket price of Directors, (ii)
the Chief Executive Officerour shares that could result from actual or (iii) the Board of Directors pursuant to a
resolution adopted by the Board of Directors. Third, the Certificate and the
Bylaws provide for a classified Board of Directors. The Certificate includes a
provision requiring cumulative voting for directors only if required by
applicable California law. Under cumulative voting, a minority stockholder
holding a sufficient percentage of a class of shares may be able to ensure the
election of one or more directors. As a result of the provisions of the
Certificate and applicable California and Delaware law, at any annual meeting
whereby we had at least 800 stockholders as of the end of the fiscal year
prior to the record date for the annual meeting, stockholders will not be able
to cumulate votes for directors. Finally, the Bylaws establish procedures,
including advance notice procedures with regard to the nomination of
candidates for election as directors and stockholder proposals. These
provisions of the Certificate and Bylaws could discourage potential
acquisition proposals and could delay or prevent our having a change in
control or management. Theserumored takeover attempts. Such provisions also may have the effect of preventing changes in our management.

Delaware Takeover Statute

We are subject to the provisions of
Section 203 of the Delaware General Corporation Law. In general,Law
We are subject to Section 203 of the Delaware General Corporation Law, which, subject to certain exceptions, prohibits a publicly held Delaware corporation from engaging in a "business combination"any business combination with a person
characterized as an "interested stockholder"any interested stockholder for a period of three years afterfollowing the date of the transaction pursuant to whichtime that such personstockholder became an interested stockholder, unlessunless:
prior to such time, the board of directors of the corporation approved either the business combination is approvedor the transaction that resulted in the stockholder becoming an interested holder;
upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned (a) by persons who are directors and also officers and (b) by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a manner
prescribed by Delaware law. For purposestender or exchange offer; or
• at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66²/₃% of the outstanding voting stock which is not owned by the interested stockholder.
In general, Section 203 a business
combination includes adefines “business combination” to include the following:
any merger assetor consolidation involving the corporation and the interested stockholder;
any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interested stockholder;
subject to certain exceptions, any transaction resultingthat results in a
financial benefitthe issuance or transfer by the corporation of any stock of the corporation to the interested stockholder;
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or any class or series of the corporation beneficially owned by the interested stockholder; or
the receipt by the interested stockholder andof the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
In general, Section 203 defines “interested stockholder” as an "interested
stockholder" is aentity or person who, together with affiliates and associates, owns
(or within three years prior, did own)beneficially owning 15% or more of the company'soutstanding voting stock.

stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.
Certain Transactions
Our bylaws provide that we will indemnify our directors and executive officers to the fullest extent permitted by Delaware law and any other applicable law. We are also empowered under our bylaws to indemnify other officers, employees and other agents to the fullest extent permitted by Delaware law or any other applicable law and to enter into indemnification contracts with our directors and executive officers and to purchase insurance on behalf of any person whom we are required or permitted to indemnify.
In addition, our certificate of incorporation provides that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under Delaware law. Pursuant to Delaware law, our directors shall not be liable for monetary damages for breach of the directors’ fiduciary duty of care to us and our stockholders. However, this provision does not eliminate the duty of care, and in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief that will remain available under Delaware law. In addition, each director will continue to be subject to liability for (a) breach of the directors duty of loyalty to us or our stockholders, (b) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) violating Section 174 of the Delaware General Corporation Law, or (d) any transaction from which the director derived an improper personal benefit. The provision also does not affect a director’s responsibilities under any other law, such as the federal securities laws or state or federal environmental laws.
Transfer Agent and Registrar

The
Mellon Investor Services LLC is the transfer agent and registrar for theour common stock is ChaseMellon
Shareholder Services, L.L.C. Itsstock. Mellon Investor Services’ address is 235 Montgomery Street, 23rd23^rd Floor, San Francisco, CaliforniaCA 94104 and its telephone number is (415) 743-1444.

44
DESCRIPTION OF DEBT SECURITIES

We may issue either senior or subordinated debt securities. Senior debt or
senior convertible debt securities
The following description, together with the additional information we include in any applicable prospectus supplements, summarizes the material terms and subordinated debt or subordinated
convertible debt securities will be issued in one or more series under either
a senior indenture or a subordinated indenture between us and Chase Manhattan
Bank and Trust Company, N.A., a national banking association, as Trustee. In
the following discussion, we sometimes refer to the two indentures as the
"indentures."

This prospectus briefly outlines the provisions of the indentures.debt securities that we may offer under this prospectus. While the terms we have summarized below will apply generally to any future debt securities we may offer, we will describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The indentures areterms of any debt securities we offer under a prospectus supplement may differ from the terms we describe below.
We will issue the senior notes under the senior indenture, which we will enter into with the trustee named in the senior indenture. We will issue the subordinated notes under the subordinated indenture, which we will enter into with the trustee named in the subordinated indenture. We have filed forms of these documents as exhibits to the registration statement, which includes this prospectus. We use the term “indentures” to refer to both the senior indenture and you should
readthe subordinated indenture.
The indentures will be qualified under the Trust Indenture Act of 1939. We use the term “debenture trustee” to refer to either the senior trustee or the subordinated trustee, as applicable.
The following summaries of material provisions of the senior notes, the subordinated notes and the indentures forare subject to, and qualified in their entirety by reference to, all the provisions of the indenture applicable to a particular series of debt securities. Except as we may otherwise indicate, the terms of the senior indenture and the subordinated indenture are identical.
General
We will describe in each prospectus supplement the following terms relating to a series of debt securities:
the title;
the principal amount being offered, and if a series, the total amount authorized and the total amount outstanding;
any limit on the amount that may be important to you. The
indentures are substantially identical except for the subordination and
negative pledge provisions described below.

Issuances in Series

The indentures doissued;
whether or not limit the amount of debt we may issue. We maywill issue the debt securities in one or more series with the same or various maturities,
at a price of 100% of their principal amount or at a premium or a discount.
The debt securities will not be secured by any of our property or assets.

The prospectus supplement relating to any series of debt securities being
offeredin global form, and if so, the terms and who the depository will contain be;
the specific terms relating to the offering. These terms
will include some or all of the following:

. whether the debt securities are senior or subordinated;

. the total principal amount of the debt securities;

. the percentage of maturity date;
the principal amount due at which the debt securities will
be issuedmaturity, and whether the debt securities will be "original issue
discount" securities for U.S. federal income tax purposes. If we issueissued with original issue discount debt securities (securities that are issued at a
substantial discount below their principal amount because they pay no
interest or pay interest that is below market rates at the time of
issuance), we will describe the special United States federal income tax
and other considerations of a purchase of original issue discount debt
securities in the prospectus supplement;

. the date or dates on which principal will be payable and whether the
debt securities will be payable on demand by the holders on any date;

. the manner in which we will calculate payments of principal, premium or
interest and whether any payment will be fixed or based on an index or
formula or the value of another security, commodity or other asset;

. the interest payment dates;

. optional or mandatory redemption terms;

. authorized denominations, if other than $1,000 and integral multiples of
$1,000;

. the terms on which holders of the debt securities may convert or
exchange these securities into or for our stock or other securities or
another entity and any specific terms relating to the conversion or
exchange feature;

. the currency in which the debt securities will be denominated or
principal, premium or interest will be payable, if other than U.S.
dollars;

. whether the debt securities are to be issued as individual certificates
to each holder or in the form of global securities held by a depositary
on behalf of holders;

. information describing any book-entry features;

. discount;
whether and under what circumstances, if any, we will pay additional amounts on any debt securities held by a person who is not a United States person for tax purposes, and whether we can redeem the debt securities if we have to pay such additional amounts;

.
the namesannual interest rate, which may be fixed or variable, or the method for determining the rate and dutiesthe date interest will begin to accrue, the dates interest will be payable and the regular record dates for interest payment dates or the method for determining such dates;
whether or not the debt securities will be secured or unsecured, and the terms of any co-trustees, depositories, authenticating
agents, paying agents,secured debt;
the terms of the subordination of any series of subordinated debt;
the place where payments will be payable;
restrictions on transfer, agentssale or registrarsother assignment, if any;
our right, if any, to defer payment of interest and the maximum length of any such deferral period;
the date, if any, after which the conditions upon which, and the price at which, we may, at our option, redeem the series of debt securities pursuant to any optional or provisional redemption provisions and the terms of those redemptions provisions;
the date, if any, on which, and the price at which we are obligated, pursuant to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at the holder’s option to purchase, the series of debt securities and the currency or currency unit in which the debt securities are payable;
whether the indenture will restrict our ability to pay dividends, or will require us to maintain any asset ratios or reserves;
whether we will be restricted from incurring any additional indebtedness or issuing additional securities;
a discussion of any material or special United States federal income tax considerations applicable to the debt securities;
information describing any book-entry features;
provisions for a sinking fund purchase or other analogous fund, if any;
any series;provisions for payment of additional amounts for taxes and . any provision for redemption, if we must pay such additional amount with respect to any debt security;
whether the debt securities are to be offered at a price such that they will be deemed to be offered at an “original issue discount” as defined in paragraph (a) of Section 1273 of the Internal Revenue Code;
the denominations in which we will issue the series of debt securities, if other than denominations of $1,000 and any integral multiple thereof; and
any other specific terms, consistent withpreferences, rights or limitations of, or restrictions on, the above.

Payment and Transfer

We may issue debt securities, as registeredincluding any additional events of default or covenants provided with respect to the debt securities, and any terms which means that the
name of the holdermay be required by us or advisable under applicable laws or regulations.
Conversion or Exchange Rights
We will be entered in a register which will be kept by the
Trustee or another of our agents, or unregistered securities.

Unless we state otherwise in a prospectus supplement, we will make principal
and interest payments at the office of the paying agent or agents we nameset forth in the prospectus supplement or by mailing a check to you at the address we have
for you in the register.

Unless we describe other procedures in a prospectus supplement, you will be
able to transfer registered debt securities at the office of the transfer
agent or agents we name in the prospectus supplement. You may also exchange
registered debt securities at the office of the transfer agent for an equal
aggregate principal amount of registered debt securities of the same series
having the same maturity date, interest rate and other terms as long as the
debt securities are issued in authorized denominations.

Neither we nor the Trustee will impose any service charge for any transfer
or exchange of a debt security; however, we may ask you to pay any taxes or
other governmental charges in connection with a transfer or exchange of debt
securities.

Book Entry System

We may issue debt securities under a book-entry system in the form of one or
more global securities. We will register the global securities in the name of
a depositary or its nominee and deposit the global securities with that
depositary. Unless we state otherwise in the prospectus supplement, The
Depository Trust Company, New York, New York will be the depositary if we use
a depositary.

DTC has advised us as follows:

. DTC is:

. a limited purpose trust company organized under the laws of the
State of New York;

. a "banking organization" within the meaning of the New York banking
law;

. a member of the Federal Reserve System;

. a "clearing corporation" within the meaning of the New York Uniform
Commercial Code; and

. a "clearing agency" registered pursuant to the provisions of Section
17A of the Exchange Act.

. DTC was created to hold securities of its participants and to facilitate
the clearance and settlement of securities transactions among its
participants through electronic book entry changes in accounts of its
participants, eliminating the need for physical movements of securities
certificates.

. DTC's participants include securities brokers and dealers, banks, trust
companies, clearing corporations and others, some of whom own DTC.

. Access to DTC's book-entry system is also available to others that clear
through or maintain a custodial relationship with a participant, either
directly or indirectly.

Following the issuance of a global security in registered form, the
depositary will credit the accounts of its participants with the debt
securities upon our instructions. Only persons who hold directly or indirectly
through financial institutions that are participants in the depositary can
hold beneficial interests in the global securities. Since the laws of some
jurisdictions require certain types of purchasers to take physical delivery of
such securities in definitive form, you may encounter difficulties in your
ability to own, transfer or pledge beneficial interests in a global security.

So long as the depositary or its nominee is the registered owner of a global
security, we and the Trustee will treat the depositary as the sole owner or
holder of the debt securities for purposes of the applicable indenture.
Therefore, except as set forth below, you will not be entitled to have debt
securities registered in your name or to receive physical delivery of
certificates representing the debt securities. Accordingly, you will have to
rely on the procedures of the depositary and the participant in the depositary
through whom you hold your beneficial interest in order to exercise any rights
of a holder under the indentures. We understand that under existing practices,
the depositary would act upon the instructions of a participant or authorize
that participant to take any action that a holder is entitled to take.

We will make all payments of principal, premium and interest on the debt
securities to the depositary. We expect that the depositary will then credit
participants' accounts proportionately with these payments on the payment date
and that the participants will in turn credit their customers in accordance
with their customary practices. Neither we nor the Trustee will be responsible
for making any payments to participants or customers of participants or for
maintaining any records relating to the holdings of participants and their
customers and you will have to rely on the procedures of the depositary and
its participants.

Global securities are generally not transferable. We will issue physical
certificates to beneficial owners of a global security if:

. the depositary notifies us that it is unwilling or unable to continue as
depositary and we do not appoint a successor within 90 days;

. the depositary ceases to be a clearing agency registered under the
Exchange Act and we do not appoint a successor within 90 days; or

. we decide in our sole discretion that we do not want to have the debt
securities of that series represented by global securities.

Subordination

Payment on the subordinated debt securities will, to the extent provided in
the subordinated indenture, be subordinated in right of payment to the prior
payment in full of all of our senior indebtedness. The subordinated debt
securities also are effectively subordinated to all debt and other
liabilities, including trade payables and lease obligations, if any, of our
subsidiaries.

Upon any distribution of our assets upon any dissolution, winding up,
liquidation or reorganization, the payment of the principal of, or premium, if
any, interest, and liquidated damages, if any, on the subordinated debt
securities will be subordinated in right of payment to the prior payment in
full in cash or other payment satisfactory to the holders of senior
indebtedness of all senior indebtedness. In the event of any acceleration of
the subordinated debt securities because of an event of default, the holders
of any outstanding senior indebtedness would be entitled to payment in full in
cash or other payment satisfactory to the holders of senior indebtedness of
all senior indebtedness obligations before the holders of the subordinated
debt securities are entitled to receive any payment or distribution. We are
required under the subordinated indenture to promptly notify holders of senior
indebtedness if payment of the subordinated debt securities is accelerated
because of an event of default.

We may not make any payment on the subordinated debt securities if:

. a default in the payment of designated senior indebtedness occurs and is
continuing beyond any applicable period of grace (called a "payment
default"); or

. a default other than a payment default on any designated senior
indebtedness occurs and is continuing that permits holders of designated
senior indebtedness to accelerate its maturity, or in the case of a
lease, a default occurs and is continuing that permits the lessor to
either terminate the lease or require us to make an irrevocable offer to
terminate the lease following an event of default under the lease,

and the Trustee receives a notice of such default (called a "payment
blockage notice") from us or any other person permitted to give such
notice under the subordinated indenture (called a "non-payment
default").

We may resume payments and distributions on the subordinated debt securities:

. in case of a payment default, upon the date on which such default is
cured or waived or ceases to exist; and

. in case of a non-payment default, the earlier of the date on which such
nonpayment default is cured or waived or ceases to exist or 179 days
after the date on which the payment blockage notice is received, if the
maturity of the designated senior indebtedness has not been accelerated,
or in the case of any lease, 179 days after notice is received if we
have not received notice that the lessor under such lease has exercised
its right to terminate the lease or require us to make an irrevocable
offer to terminate the lease following an event of default under the
lease.

No non-payment default that existed or was continuing on the date of delivery
of any payment blockage notice shall be the basis for any later payment
blockage notice.

If the Trustee or any holder of the subordinated debt securities receives any
payment or distribution of our assets in contravention of the subordination
provisions on the subordinated debt securities before all senior indebtedness
is paid in full in cash or other payment satisfactory to holders of senior
indebtedness then such payment or distribution will be held in trust for the
benefit of holders of senior indebtedness or their representatives to the
extent necessary to make payment in full in cash or payment satisfactory to the
holders of senior indebtedness of all unpaid senior indebtedness.

In the event of our bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of the subordinated
debt securities may receive less, ratably, than our other creditors. This
subordination will not prevent the occurrence of any event of default under the
subordinated indenture.

As of July 30, 2000, no senior indebtedness was outstanding. We are not
prohibited from incurring debt, including senior indebtedness, under the
indentures. We may from time to time incur additional debt, including senior
indebtedness.

We are obligated to pay reasonable compensation to the Trustee and to
indemnify the Trustee against certain losses, liabilities or expenses incurred
by the Trustee in connection with its duties relating to the debt securities.
The Trustee's claims for these payments will generally be senior to those of
holders of debt securities in respect of all funds collected or held by the
Trustee.

Conversion Rights

The prospectus supplement will describe, if applicable, the terms on which the holders may converta series of debt securities into common stock. The conversion may be mandatoryconvertible into or may beexchangeable for our common stock, any other of our securities or securities of a third party. We will include provisions as to whether conversion or exchange is mandatory, at the option of the holder of debt securities. The
prospectus supplement will describe howor at our option. We may include provisions pursuant to which the number of shares of our common stock, to
be received upon conversion would be calculated.

Certain Definitions

"designated senior indebtedness" shall meanany other of our obligations under any senior
indebtedness that expressly provides that such senior indebtedness shall be
"designated senior indebtedness" for purposessecurities or securities of the subordinated indenture.

The instrument or agreement for designated senior indebtedness may place
limitations and conditions on the right of senior indebtedness to exercise the
rights of designated senior indebtedness.

"indebtedness" means:

(1) all indebtedness, obligations and other liabilities for borrowed
money, including overdrafts, foreign exchange contracts, currency
exchange agreements, interest rate protection agreements, and any
loans or advances from banks, or evidenced by bonds, debentures, notes
or similar instruments, other than any account payable or other
accrued current liability or obligation incurred in the ordinary
course of business in connection with the obtaining of materials or
services;

(2) all reimbursement obligations and other liabilities with respect to
letters of credit, bank guarantees or bankers' acceptances;

(3) all obligations and liabilities in respect of leases required in
conformity with generally accepted accounting principles to be
accounted for as capitalized lease obligations on our balance sheet;

(4) all obligations and other liabilities under any lease or related
document in connection with the lease of real property which provides
that we are contractually obligated to purchase or cause a third party to purchasethat the leased property and thereby guarantee a minimum
residual valueholders of the leased propertyseries of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
The indentures in the forms initially filed as exhibits to the lessor andregistration statement of which this prospectus is a part do not contain any covenant which restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of all or substantially all of our assets. However, any successor of ours to or acquirer of such assets must assume all of our obligations under the lease or related document to purchase or to
cause a third party to purchase the leased property;

(5) all obligations with respect to an interest rate or other swap, cap or
collar agreement or other similar instrument or agreement or foreign
currency hedge, exchange, purchase agreement or other similar
instrument or agreement;

(6) all direct or indirect guaranties or similar agreements, our
obligations or liabilities to purchase, acquire or otherwise assure a
creditor against loss in respect of, indebtedness, obligations or
liabilities of others of the type described in (1) through (5) above;

(7) any indebtedness or other obligations described in (1) through (6)
above secured by any mortgage, pledge, lien or other encumbrance
existing on property which is owned or held by us;indentures and

(8) any and all refinancings, replacements, deferrals, renewals,
extensions and refundings of, or amendments, modifications or
supplements to, any indebtedness, obligation or liability of the kind
described in clauses (1) through (7) above.

"senior indebtedness" means the principal, premium, if any, interest,
including any interest accruing after bankruptcy and rent or termination
payment on or other amounts due on our current or future indebtedness, whether
created, incurred, assumed, guaranteed or in effect guaranteed by us,
including any refinancings, replacements, deferrals, renewals, extensions,
refundings, amendments, modifications or supplements to the above. However,
senior indebtedness does not include:

. indebtedness that expressly provides that it shall not be senior in
right of payment to the subordinated debt securities or expressly
provides that it is on the same basis or junior to the subordinated debt
securities;

. our indebtedness to any of our majority-owned subsidiaries; and

. the subordinated debt securities.

Negative Pledge

We have agreed in the senior indenture for the benefit of the holders of the
senior debt securities that, with some exceptions, neither we nor our
subsidiaries will create a lien to secure debt that is the same seniority with
or subordinated to the senior debt securities, unless we secure the senior
debt securities equally with the secured debt.

Consolidation, Merger, Sale or Conveyance

The indentures do not prevent us from any consolidation or merger with any
other person or the sale of all of the property of our property to any other
person. In the event we undertake a consolidation, merger or sale of all of
our property, however, the person with which we consolidate, merge or sell all
of our property must agree:

. to pay the principal, premium and interest on the debt securities; and

. to the due and punctual performance of all of the covenants and
conditions of the indentures to be performed by us.

securities.
If the debt securities are convertible for our other securities or securities of other entities, the person with whom we consolidate or merge or to whom we sell all of our property must make provisions for the conversion of the debt securities into securities which the holders of the debt securities would have received if they had converted the debt securities before the consolidation, merger or sale.

We must deliver
Events of Default Under the Indenture
The following are events of default under the indentures with respect to any series of debt securities that we may issue:
if we fail to pay interest when due and payable and our failure continues for 90 days and the time for payment has not been extended or deferred;
if we fail to pay the principal, or premium, if any, when due and payable and the time for payment has not been extended or delayed;
if we fail to observe or perform any other covenant contained in the debt securities or the indentures, other than a covenant specifically relating to another series of debt securities, and our failure continues for 90 days after we receive notice from the debenture trustee or holders of at least 25% in aggregate principal amount of the outstanding debt securities of the applicable series; and
if specified events of bankruptcy, insolvency or reorganization occur.
If an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare the unpaid principal of, premium, if any, and accrued interest, if any, due and payable immediately. If an officer's certificateevent of default specified in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt securities then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The holders of a majority in principal amount of the outstanding debt securities of an opinionaffected series may waive any default or event of counsel thatdefault with respect to the consolidation, mergerseries and its consequences, except defaults or sale compliesevents of default regarding payment of principal, premium, if any, or interest, unless we have cured the default or event of default in accordance with the indentures.

Modificationindenture.
Subject to the terms of the Indentures

In general, ourindentures, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be under no obligation to exercise any of its rights and obligations andor powers under such indenture at the rightsrequest or direction of any of the holders of the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture trustee, with respect to the debt securities of that series, provided that:
the direction so given by the holder is not in conflict with any law or the applicable indenture; and
subject to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take any action that might involve it in personal liability or might be unduly prejudicial to the holders not involved in the proceeding.
A holder of the debt securities of any series will only have the right to institute a proceeding under the indentures may be modified ifor to appoint a receiver or trustee, or to seek other remedies if:
the holder has given written notice to the debenture trustee of a continuing event of default with respect to that series;
the holders of at least 25% in aggregate principal amount of the outstanding debt securities of that series have made written request, and such holders have offered reasonable indemnity to the debenture trustee to institute the proceeding as trustee; and
the debenture trustee does not institute the proceeding, and does not receive from the holders of a majority in aggregate principal amount of the outstanding debt securities of eachthat series affectedother conflicting directions within 90 days after the notice, request and offer.
These limitations do not apply to a suit instituted by a holder of debt securities if we default in the modificationpayment of the principal, premium, if any, or interest on, the debt securities.
We will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We and the debenture trustee may change an indenture without the consent of any holders with respect to it. However,specific matters, including:
to fix any ambiguity, defect or inconsistency in the indenture;
to comply with the provisions described above under “Consolidation, Merger or Sale;”
to comply with any requirements of the SEC in connection with the qualification of any indenture under the Trust Indenture Act of 1939;
to evidence and provide for the acceptance of appointment hereunder by a successor trustee;
to provide for uncertificated debt securities and to make all appropriate changes for such purpose;
to add to, delete from, or revise the conditions, limitations and restrictions on the authorized amount, terms or purposes of issuance, authorization and delivery of debt securities of any series;
to add to our covenants such new covenants, restrictions, conditions or provisions for the protection of the holders, and to make the occurrence, or the occurrence and the continuance, of a default in any such additional covenants, restrictions, conditions or provisions an event of default;
to establish the form of any certifications required to be furnished pursuant to the terms of the indentures,
each indenture providesor any series of securities; or
to change anything that unless each affecteddoes not adversely affect the interests of any holder agrees, we cannot
make any adverse change to any payment term of a debt security such as:

. extending the maturity date;

. extending the date on which we have to pay interest or make a sinking
fund payment;

. reducing the interest rate;

. reducing the amount of principal we have to repay;

. changing the currency in which we have to make any payment of principal,
premium or interest;

. modifying any redemption or repurchase right to the detriment of the
holder;

. modifying any right to convert or exchange the debt securities for
another security to the detriment of the holder;

. impairing any right of a holder to bring suit for payment;

. reduce the percentage of the aggregate principal amount of debt securities needed to makeof any amendment to either indenture or to waiveseries in any covenant or default;

. waive any payment default; or

. make any change to such sections of either indenture.

However, if we and the Trustee agree, we can amendmaterial respect.
In addition, under the indentures, without
notifying anythe rights of holders or seeking their consent if the amendment does not
materially and adversely affect any holder.

Events of Default

When we use the term "event of default" in the indentures, here are some
examples of what we mean.

Unless otherwise specified in a prospectus supplement, an event of default
with respect to a series of debt securities occurs if:

. we fail to paymay be changed by us and the principal or any premium on any debt securitydebenture trustee with the written consent of that
series when due;

. we fail to pay interest when due on any debt security of that series for
30 days;

. we fail to perform any other covenant in either indenture and this
failure continues for 60 days after we receive written notice of it from
the Trustee or from the holders of 25%at least a majority in aggregate principal amount of the outstanding debt securities of such series;

. a creditor commences involuntary bankruptcy, insolvency or similar
proceedings against useach series that is affected. However, we and we are unable to obtain a stay or a dismissalthe debenture trustee may only make the following changes with the consent of that proceeding within 90 days; or

. we voluntarily seek relief under bankruptcy, insolvency or similar laws
or a court enters an order for relief against us under these laws.

The supplemental indenture oreach holder of any outstanding debt securities affected:
extending the formfixed maturity of security for a particularthe series of debt securities may include additional eventssecurities;
reducing the principal amount, reducing the rate of default or changes toextending the eventstime of default described above. Forpayment of interest, or reducing any additionalpremium payable upon the redemption of any debt securities; or different events of
default applicable to a particular series
reducing the percentage of debt securities, see the
prospectus supplement relating to such series.

The Trustee may withhold notice to the holders of debt securities ofwhich are required to consent to any default (except in the payment of principal or interest) if it considers such
withholding of notice to be in the best interests of the holders. By default
we mean any event which is an event of default described above or would be an
event of default but for the giving of notice or the passage of time.

If an event of default occurs and continues, the Trustee or the holders of
the aggregate principal amount of the debt securities specified below may
require us to repay immediately (or "accelerate"):

. the entire principal of the debt securities of such series; or

. if the debt securities are original issue discount securities, such
portion of the principal as may be described in the applicable
prospectus supplement.

If the event of default occurs because we defaulted in a payment of
principal or interest on the debt securities, then the Trustee or the holders
of at least 25% of the aggregate principal amount of debt securities of that
series can accelerate that series of debt securities. If the event of default
occurs because we failed to perform any other covenant in the indentures or
any covenantsupplemental indenture.
Discharge
Each indenture provides that we agreedcan elect to for the benefit of one or more series of debt
securities, then the Trustee or the holders of at least 25% of the aggregate
principal amount of debt securities of all series affected, voting as one
class, can accelerate all of the affected series of debt securities. If the
event of default occurs because we become involved in bankruptcy proceedings
then all of the debt securities under the indentures will be accelerated
automatically. If the event of default occurs because we defaulted on some of
our other indebtedness or because that indebtedness becomes accelerated as
described above, then the Trustee or the holders of at least 25% of the
aggregate principal amount of the debt securities outstanding under the
indentures, voting as one class, can accelerate all of the debt securities
outstanding under the indentures. Therefore, except in the case of a default
by us on a payment of principal or interest on the debt securities of your
series or a default due to our bankruptcy or insolvency, it is possible that
you may not be able to accelerate the debt securities of your series because
of the failure of holders of other series to take action.

The holders of a majority of the aggregate principal amount of the debt
securities of all affected series, voting as one class, can rescind this
accelerated payment requirement or waive any past default or event of default
or allow us to not comply with any provision of the indentures. However, they
cannot waive a default in payment of principal of, premium, if any, or
interest on, any of the debt securities.

Other than its duties in case of a default, the Trustee is not obligated to
exercise any of its rights or powers under the indentures at the request,
order or direction of any holders, unless the holders offer the Trustee
reasonable indemnity. If they provide this reasonable indemnity, the holders
of a majority in principal amount of all affected series of debt securities,
voting as one class, may direct the time, method and place of conducting any
proceeding or any remedy available to the Trustee, or exercising any power
conferred upon the Trustee, for any series of debt securities.

We are not required to provide the Trustee with any certificate or other
document saying that we are in compliance with the indentures or that there
are no defaults.

Defeasance

When we use the term defeasance, we mean discharge from some or all of our
obligations under the indentures. Unless otherwise specified in a prospectus
supplement, if we deposit with the Trustee sufficient cash or U.S. government
securities to pay the principal, interest, any premium and any other sums due
to the stated maturity date or a redemption date of the debt securities of a
particular series, then at our option:

. we will be discharged from our obligations with respect to one or more series of debt securities, except for obligations to:
register the transfer or exchange of debt securities of the series;
replace stolen, lost or mutilated debt securities of the series;
maintain paying agencies;
hold monies for payment in trust;
recover excess money held by the debenture trustee;
compensate and indemnify the debenture trustee; and
appoint any successor trustee.
In order to exercise our rights to be discharged, we must deposit with the debenture trustee money or government obligations sufficient to pay all the principal of, any premium, if any, and interest on, the debt securities of suchthe series excepton the dates payments are due.
Form, Exchange and Transfer
We will issue the debt securities of each series only in fully registered form without coupons and, unless we otherwise specify in the applicable prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indentures provide that we may issue debt securities of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository Trust Company or another depository named by us and identified in a prospectus supplement with respect to that series. See “Legal Ownership of Securities” for a further description of the terms relating to any surviving rightsbook-entry securities.
At the option of the holder, subject to the terms of the indentures and the limitations applicable to global securities described in the applicable prospectus supplement, the holder of the debt securities of any series can exchange the debt securities for other debt securities of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject to the terms of the indentures and the limitations applicable to global securities set forth in the applicable prospectus supplement, holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder presents for transfer or exchange, we will make no service charge for any registration of transfer or conversionexchange, but we may require payment of any taxes or other governmental charges.
We will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar, that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain a transfer agent in each place of payment for the debt securities of each series.
If we elect to redeem the debt securities of any series, we will not be required to:
issue, register the transfer of, or exchange any debt securities of that series expressly provided for;during a period beginning at the opening of business 15 days before the day of mailing of a notice of redemption of any debt securities that may be selected for redemption and ending at the close of business on the day of the mailing; or

.
register the transfer of or exchange any debt securities so selected for redemption, in whole or in part, except the unredeemed portion of any debt securities we are redeeming in part.
Information Concerning the Debenture Trustee
The debenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that it might incur.
Payment and Paying Agents
Unless we otherwise indicate in the applicable prospectus supplement, we will no longer be undermake payment of the interest on any obligationdebt securities on any interest payment date to comply with the negative
pledge containedperson in whose name the senior indenture,debt securities, or one or more predecessor securities, are registered at the close of business on the regular record date for the interest.
We will pay principal of and the Events of Default
relating to failures to comply with covenants will no longer apply to
us.

If we are discharged from our obligations with respect toany premium and interest on the debt securities of a particular series at the holdersoffice of the paying agents designated by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check which we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in a prospectus supplement, we will designate the corporate trust office of the debenture trustee in the City of New York as our sole paying agent for payments with respect to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate for the debt securities of the
affected seriesa particular series. We will not be entitled to the benefitsmaintain a paying agent in each place of the indentures exceptpayment for registration of transfer and exchange of debt securities and replacement
of lost, stolen or mutilated debt securities. Instead the holders will only be
able to rely on the deposited funds or obligations for payment.

We must deliver to the Trustee an opinion of counsel to the effect that the
deposit and related defeasance would not cause the holders of the debt securities of a particular series.
All money we pay to recognize income, gaina paying agent or lossthe debenture trustee for Federal income tax purposes.
We must also deliver a rulingthe payment of the principal of or any premium or interest on any debt securities which remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to such effect received from or published byus, and the United States Internal Revenue Service if we are discharged from our
obligations with respectholder of the security thereafter may look only to us for payment thereof.
Governing Law
The indentures and the debt securities.

Concerningsecurities will be governed by and construed in accordance with the Trustee

We have appointed Chase Manhattan Bank and Trust Company, N.A., a national
banking association, the Trustee under the indentures. The Trustee or its
affiliates may provide banking and other services to us in the ordinary course
of their business.

Governing Law

The laws of the State of New York.
Subordination of Subordinated Debt Securities
The subordinated debt securities will be unsecured and will be subordinate and junior in priority of payment to certain of our other indebtedness to the extent described in a prospectus supplement. The indentures in the forms initially filed as exhibits to the registration statement of which this prospectus is a part may limit the amount of indebtedness which we may incur and do not limit us from issuing any other secured or unsecured debt.
DESCRIPTION OF WARRANTS
The following description, together with the additional information we may include in any applicable prospectus supplements, summarizes the material terms and provisions of the warrants that we may offer under this prospectus and the related warrant agreements and warrant certificates. While the terms summarized below will apply generally to any warrants that we may offer, we will describe the particular terms of any series of warrants in more detail in the applicable prospectus supplement. We have filed forms of these documents as exhibits to the registration statement, which includes this prospectus. If we indicate in the prospectus supplement, the terms of any warrants offered under that prospectus supplement may differ from the terms described below. Specific warrant agreements will contain additional important terms and provisions and will be incorporated by reference as an exhibit to the registration statement that includes this prospectus or as an exhibit to a current report on Form 8-K.
General
We will describe in the applicable prospectus supplement the terms of the series of warrants, including:
the offering price and aggregate number of warrants offered;
the currency for which the warrants may be purchased;
if applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security or each principal amount of such security;
if applicable, the date on and after which the warrants and the related securities will be separately transferable;
in the case of warrants to purchase debt securities, the principal amount of debt securities purchasable upon exercise of one warrant and the price at, and currency in which, this principal amount of debt securities may be purchased upon such exercise;
in the case of warrants to purchase common stock or preferred stock, the number of shares of common stock or preferred stock, as the case may be, purchasable upon the exercise of one warrant and the price at which these shares may be purchased upon such exercise;
the effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
the terms of any rights to redeem or call the warrants;
any provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
the dates on which the right to exercise the warrants will commence and expire;
the manner in which the warrant agreement and warrants may be modified;
federal income tax consequences of holding or exercising the warrants;
the terms of the securities issuable upon exercise of the warrants; and
any other specific terms, preferences, rights or limitations of or restrictions on the warrants.
Before exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise, including:
in the case of warrants to purchase debt securities, the right to receive payments of principal of, or premium, if any, or interest on, the debt securities purchasable upon exercise or to enforce covenants in the applicable indenture; or
in the case of warrants to purchase common stock or preferred stock, the right to receive dividends, if any, or, payments upon our liquidation, dissolution or winding up or to exercise voting rights, if any.
Exercise of Warrants
Each warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price that we describe in the applicable prospectus supplement. Unless we otherwise specify in the applicable prospectus supplement, holders of the warrants may exercise the warrants at any time up to 5:00 P.M. New York time on the expiration date that we set forth in the applicable prospectus supplement. After the close of business on the expiration date, unexercised warrants will become void.
Holders of the warrants may exercise the warrants by delivering the warrant certificate representing the warrants to be exercised together with specified information, and paying the required amount to the warrant agent in immediately available funds, as provided in the applicable prospectus supplement. We will set forth on the reverse side of the warrant certificate and in the applicable prospectus supplement the information that the holder of the warrant will be required to deliver to the warrant agent.
Upon receipt of the required payment and the warrant certificate properly completed and duly executed at the corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement, we will issue and deliver the securities purchasable upon such exercise. If fewer than all of the warrants represented by the warrant certificate are exercised, then we will issue a new warrant certificate for the remaining amount of warrants. If we so indicate in the applicable prospectus supplement, holders of the warrants may surrender securities as all or part of the exercise price for warrants.
Enforceability of Rights by Holders of Warrants
Each warrant agent will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship of agency or trust with any holder of any warrant. A single bank or trust company
may act as warrant agent for more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
LEGAL OWNERSHIP OF SECURITIES
We can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders, and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial owners. The depositary and its participants do so under agreements they have made with one another or with their customers or because they are legally required to do so. They are not obligated to do so under the terms of the securities.
As a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders, of the securities.
Street Name Holders
In certain circumstances, we may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those securities through an account he or she maintains at that institution.
For securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their customer agreements or because they are legally required to do so. They are not obligated to do so under the terms of the securities. Investors who hold securities in street name will be indirect holders, not holders, of those securities.
Legal Holders
Our obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has no choice because we are issuing the securities only in global form.
For example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect holders is up to the holders.
Special Considerations For Indirect Holders
If you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check with your own institution to find out:
how it handles securities payments and notices;
whether it imposes fees or charges;
how it would handle a request for the holders’ consent, if ever required;
whether and how you can instruct it to send you securities registered in your own name so you can be a holder, if that is permitted in the future;
how it would exercise rights under the securities if there were a default or other event triggering the need for holders to act to protect their interests; and
if the securities are in book-entry form, how the depositary’s rules and procedures will affect these matters.
Global Securities
A global security is a security, which represents one or any other number of individual securities held by a depositary. Generally, all securities represented by the same global securities will have the same terms.
Each security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise in the applicable prospectus supplement, the Depository Trust Company, New York, New York, known as DTC, will be the depositary for all securities issued in book-entry form.
A global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary, unless special termination situations arise. We describe those situations below under “Special Situations When a Global Security Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry clearing system.
Special Considerations For Global Securities
As an indirect holder, an investor’s rights relating to a global security will be governed by the account rules of the investor’s financial institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as a holder of securities and instead deal only with the depositary that holds the global security.
If securities are issued only in the form of a global security, an investor should be aware of the following:
An investor cannot cause the securities to be registered in his or her name, and cannot obtain non-global certificates for his or her interest in the securities, except in the special situations we describe below;
An investor will be an indirect holder and must look to his or her own bank or broker for payments on the securities and protection of his or her legal rights relating to the securities, as we describe above;
An investor may not be able to sell interests in the securities to some insurance companies and to other institutions that are required by law to own their securities in non-book-entry form;
An investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing the securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
The depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters relating to an investor’s interest in a global security. We and any applicable trustee have no responsibility for any aspect of the indenturesdepositary’s actions or for its records of ownership interests in a global security. We and the debttrustee also do not supervise the depositary in any way;
The depositary may, and we understand that DTC will, require that those who purchase and sell interests in a global security within its book-entry system use immediately available funds, and your broker or bank may require you to do so as well; and
Financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the securities.

52
There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for the actions of any of those intermediaries.
Special Situations When A Global Security Will Be Terminated
In a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
The global security will terminate when the following special situations occur:
if the depositary notifies us that it is unwilling, unable or no longer qualified to continue as depositary for that global security and we do not appoint another institution to act as depositary within 90 days;
if we notify any applicable trustee that we wish to terminate that global security; or
if an event of default has occurred with regard to securities represented by that global security and has not been cured or waived.
The prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series of securities covered by the prospectus supplement. When a global security terminates, the depositary, and not we or any applicable trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We may sell the securities beingthrough underwriters or dealers, through agents, or directly to one or more purchasers. The prospectus supplement will describe the terms of the offering of the securities, including:
the name or names of any underwriters, if any;
the purchase price of the securities and the proceeds we will receive from the sale;
any over-allotment options under which underwriters may purchase additional securities from us;
any agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
any initial public offering price;
any discounts or concessions allowed or reallowed or paid to dealers; and
any securities exchange or market on which the securities may be listed.
Only underwriters named in the prospectus supplement are underwriters of the securities offered by thisthe prospectus through agents,supplement.
If underwriters or dealers.

Agents designated by usare used in the sale, they will acquire the securities for their own account and may resell them from time to time may solicit offersin one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all the securities of the series offered by this prospectus.the prospectus supplement. Any public offering price and any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offer oroffering and sale of those securities may be deemed to be an underwriter under the Securities
Act and we will name that agent and describe any commissions payable by us to
thatwe will pay the agent in athe prospectus supplement. AnyUnless the prospectus supplement states otherwise, our agent appointed by us will be
actingact on a reasonable effortsbest-efforts basis for the period of its appointmentappointment.
We may authorize agents or if
indicatedunderwriters to solicit offers by certain types of institutional investors to purchase securities from us at the public offering price set forth in the applicable prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery on a firm commitment basis.
specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation of these contracts in the prospectus supplement.
We may be obligated under agreementsprovide agents and underwriters with these agents to indemnify themindemnification against certain civil liabilities, including liabilities under the Securities Act.
TheseAct, or contribution with respect to payments that the agents or underwriters may alsomake with respect to such liabilities. Agents and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.

If
All securities we utilizeoffer, other than common stock, will be new issues of securities with no established trading market. Any underwriters may make a market in these securities, but will not be obligated to do so and may discontinue any underwritersmarket making at any time without notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any underwriter may engage in any saleoverallotment, stabilizing transactions, short covering transactions and penalty bids in accordance with Regulation M under the Exchange Act. Overallotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum. Short covering transactions involve purchases of the securities in respect of
which this prospectusthe open market after the distribution is delivered, we will enter into an underwriting
agreement with those underwriters at the time of salecompleted to them and the names of
the underwriters and the terms of the transaction will be set forth in the
prospectus supplement. That prospectus supplement will be used bycover short positions. Penalty bids permit the underwriters to make resalesreclaim a selling concession from a dealer when the securities originally sold by the dealer are purchased in a covering transaction to cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at any time.
Any underwriters who are qualified market makers on the Nasdaq National Market may engage in respectpassive market making transactions in the securities on the Nasdaq National Market in accordance with Rule 103 of which this
prospectus is deliveredRegulation M, during the business day prior to the public. We maypricing of the offering, before the commencement of offers or sales of the securities. Passive market makers must comply with applicable volume and price limitations and must be obligated underidentified as passive market makers. In general, a passive market maker must display its bid at a price not in excess of the underwriting agreements with these underwriters to indemnify them against
civil liabilities, including liabilities underhighest independent bid for such security; if all independent bids are lowered below the Securities Act. These
underwriters may also engage in transactions with or perform services for us
inpassive market maker’s bid, however, the ordinary course of business.

If we utilize a dealer in any salepassive market maker’s bid must then be lowered when certain purchase limits are exceeded.
LEGAL MATTERS
The validity of the securities in respect of which the
prospectus is delivered, webeing offered hereby will sell the securities to the dealer, as
principal. The dealer may then resell those securities to the public at
varying prices to be determined by the dealer at the time of resale. We may be
obligated under agreements with these dealers to indemnify them against civil
liabilities, including liabilities under the Securities Act. These dealers may
also engage in transactions with or perform servicespassed upon for us in the ordinary
course of business.

If so indicated in the applicable prospectus supplement, we will authorize
agents, underwriters or dealers to solicit offers from purchasers to purchase
the securities from us at the public offering price set forth in the
prospectus supplement under delayed delivery contracts providing for payment
and delivery of those securities on a specified date in the future. These
delayed delivery contracts will be subject to only those conditions set forth
in the prospectus supplement, and we will set forth the commission payable for
solicitation of these offers in the prospectus supplement.

LEGAL MATTERSby Cooley Godward LLP, San Francisco, California will provide us with an
opinion as to the legalityPalo Alto, California. As of the securities we are offering.

Mr. Gaither, onedate of our directorsthis prospectus, certain partners and senior counselassociates of Cooley Godward LLP,
owns 34,902 shares of our common stock and options to purchase 53,750 shares
of our common stock. In addition, Cooley Godward LLP owns 75,000 shares and
attorneys with Cooley Godward LLP own an aggregate of 73,615[32,068] shares of our common stock.
EXPERTS
The consolidated financial statements of NVIDIA Corporation and subsidiaries as of January 31, 199927, 2002 and January 30, 200026, 2003, and for the year ended December 31, 1997, the one-month
period ended January 31, 1998 and each of the years in the two-yearthree-year period ended January 30, 200026, 2003 and related financial statement schedule have been includedincorporated by reference herein, and in the registration statement, in reliance upon the report of KPMG LLP, independent certified public accountants, appearing elsewhereincorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION

We are a reporting company and file annual, quarterly and current reports,
proxy statements and other information with the SEC.
We have filed with the SEC a registration statement on Form S-3 under the Securities Act with respect to the shares of common stock, andpreferred stock, debt securities and/or warrants that we are offering under this prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration statement. For further information with respect to us and the securities that we are offering under this prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement. You may
read
We are subject to the information and copyreporting requirements of the registration statement, as well as ourSecurities Exchange Act of 1934, under which we file periodic reports, proxy statements and other information with the SEC. Copies of the reports, proxy statements and other information may be examined without charge at the SEC's public reference rooms at Room
1024,Public Reference Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, as well asand the SEC’s Regional offices located at 5670 Wilshire Boulevard, Los Angeles, California 90036 or on the SEC's
regional officesInternet at 500 West Madison Street, Suite 1400, Chicago, Illinois,
60661, and at Seven World Trade Center, New York, New York 10048. Youwww.sec.gov. Copies of all or a portion of such
materials can request copiesbe obtained from the Public Reference Section of these documents by writing to the SEC and paying a fee for
the copying cost.upon payment of prescribed fees. Please call the SEC at 1-800-SEC-0330800-SEC-0330 for morefurther information about the operation of the public reference rooms. Our SEC filings arePublic Reference Room. These reports, proxy and information statements and other information may also availablebe inspected at the SEC's web site at "http://www.sec.gov." In addition, you can
read and copy our SEC filings at the officeoffices of the National Association of
Securities Dealers, Inc atNasdaq Operations, 1735 K Street, N.W., Washington, D.C. 20006.

The SEC allows us to "incorporate
We are “incorporating by reference" informationreference” specified documents that we file with it,the SEC, which means that means:
incorporated documents are considered part of this prospectus;
we can discloseare disclosing important information to you by referring you to those documents. The information incorporated by reference is
an important part of this prospectus. This prospectusdocuments; and the
information that we file laterin the future with the SEC mayautomatically will update and supersede theearlier information in or incorporated by reference. reference in this prospectus.
We incorporate by reference the documents listed below and any future filingsdocuments that we makefile in the future with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934:

.1934 after the date of this prospectus and before the completion of the offering (other than current reports furnished under Item 9 or Item 12 of Form 8-K):
our Annual Report on Form 10-K for the fiscal year ended January 26, 2003, filed with the SEC on April 25, 2003;
our Quarterly Report on Form 10-Q for the quarterly periodfiscal quarter ended July 30,
2000.

.April 27, 2003, filed with the SEC on May 22, 2003;
our Quarterly Report on Form 10-Q for the quarterly periodfiscal quarter ended April 30,
2000;

. AnnualJuly 27, 2003, filed with the SEC on September 9, 2003;
our Quarterly Report on Form 10-K10-Q for the yearfiscal quarter ended January 30, 2000;October 26, 2003, filed with the SEC on November 21, 2003;
our Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 20, 2003; and

. The
the description of our common stock containedset forth in our registration
statementRegistration Statement on Form 8-A, as amended, filed with the SEC on January 12, 1999.

1999, under the Exchange Act.
You may request ofa copy of these filings, at no cost to you, by writing or telephoning us at the following address:

Corporate Secretaryat: NVIDIA Corporation 3535 Monroe StreetAttention: Investor Relations, 2701 San Tomas Expressway, Santa Clara, California 9505195050; Telephone (408) 615-2500

INDEX TO FINANCIAL STATEMENTS

Page
----

Report of KPMG LLP, Independent Auditors.................................. F-2
Balance Sheets as of January 31, 1999 and January 30, 2000 and July 30,
2000 (unaudited)......................................................... F-3
Statements of Operations for the year ended December 31, 1997, one month
ended January 31, 1998, year ended January 31, 1999 and year ended
January 30, 2000 and the six months ended August 1, 1999 and July 30,
2000 (unaudited)......................................................... F-4
Statements of Stockholders' Equity for the year ended December 31, 1997,
one month ended January 31, 1998, year ended January 31, 1999 and year
ended January 30, 2000 and the six months ended July 30, 2000
(unaudited).............................................................. F-5
Statements of Cash Flows for the year ended December 31, 1997, one month
ended January 31, 1998, year ended January 31, 1999 and year ended
January 30, 2000 and the six months ended August 1, 1999 and July 30,
2000 (unaudited)......................................................... F-6
Notes to Financial Statements............................................. F-7

F-1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
NVIDIA Corporation:

We have audited the accompanying balance sheets of NVIDIA Corporation (the
Company) as of January 31, 1999 and January 30, 2000 and the related
statements of operations, stockholders' equity and cash flows for the year
ended December 31, 1997, the one-month period ended January 31, 1998, and each
of the years in the two-year period ended January 30, 2000. In connection with
our audits of the financial statements, we have also audited the accompanying
financial statement schedule. These financial statements and financial
statement schedule are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements and
financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of NVIDIA Corporation as of
January 31, 1999 and January 30, 2000 and the results of its operations and
its cash flows for the year ended December 31, 1997, the one-month period
ended January 31, 1998, and each of the years in the two-year period ended
January 30, 2000, in conformity with generally accepted accounting principles.
Also in our opinion, the related financial statement schedule, when considered
in relation486-2000.
Exhibits to the basic financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

Mountain View, California
March 6, 2000, except as to
Note 12
which is as of June 26,
2000

F-2

NVIDIA CORPORATION

BALANCE SHEETS

(in thousands, except share data)

January 31, January 30, July 30,
1999 2000 2000
----------- ----------- -----------
(unaudited)

ASSETS
Current assets:
Cash and cash equivalents................ $ 50,257 $ 61,560 $289,205
Accounts receivable, less allowances of
$2,627, $6,443 and $10,388 in January
1999 and 2000 and July 2000,
respectively............................ 20,633 67,224 85,092
Inventory................................ 28,623 37,631 68,135
Prepaid expenses and other current
assets.................................. 1,599 6,760 24,504
-------- -------- --------
Total current assets................... 101,112 173,175 466,936
Property and equipment, net................ 11,650 25,886 34,908
Deposits and other assets.................. 570 3,189 5,339
-------- -------- --------
$113,332 $202,250 $507,183
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable......................... $ 35,730 $ 64,910 $ 75,887
Line of credit........................... 5,000 -- --
Accrued liabilities...................... 5,012 9,529 23,430
Current portion of capital lease
obligations............................. 1,386 1,786 1,104
-------- -------- --------
Total current liabilities.............. 47,128 76,225 100,421
Capital lease obligations, less current
portion................................... 1,995 962 672
Deferred revenue........................... -- -- 200,000
Long-term payable.......................... -- 500 --
Commitments and contingencies
Stockholders' equity:
Common stock, $.001 par value;
400,000,000 shares authorized;
57,486,002, 62,200,314 and 65,167,061
shares issued and outstanding in January
1999 and 2000 and July 2000,
respectively............................ 57 62 65
Additional paid-in capital............... 74,344 95,933 136,563
Deferred compensation.................... (780) (118) (33)
Retained earnings (accumulated deficit).. (9,412) 28,686 69,495
-------- -------- --------
Total stockholders' equity............. 64,209 124,563 206,090
-------- -------- --------
$113,332 $202,250 $507,183
======== ======== ========

See accompanying notes to financial statements.

F-3

NVIDIA CORPORATION

STATEMENTS OF OPERATIONS

(in thousands, except per share data)

Six Months Ended
Year Ended Month Ended Year Ended Year Ended ------------------
December 31, January 31, January 31, January 30, August 1, July 30,
1997 1998 1999 2000 1999 2000
------------ ----------- ----------- ----------- --------- --------
(unaudited)

Revenue:
Product............... $27,280 $11,420 $151,413 $374,505 $149,035 $318,881
Royalty............... 1,791 1,911 6,824 -- -- --
------- ------- -------- -------- -------- --------
Total revenue....... 29,071 13,331 158,237 374,505 149,035 318,881
Cost of revenue......... 21,244 10,071 109,746 235,575 95,571 199,606
------- ------- -------- -------- -------- --------
Gross profit............ 7,827 3,260 48,491 138,930 53,464 119,275
------- ------- -------- -------- -------- --------
Operating expenses:
Research and
development.......... 7,103 1,121 25,073 47,439 19,598 37,971
Sales, general and
administrative....... 4,183 640 18,902 37,079 15,400 26,717
------- ------- -------- -------- -------- --------
Total operating
expenses........... 11,286 1,761 43,975 84,518 34,998 64,688
------- ------- -------- -------- -------- --------
Operating income
(loss)............. (3,459) 1,499 4,516 54,412 18,466 54,587
Interest and other
income (expense), net.. (130) (18) (29) 1,754 711 5,426
------- ------- -------- -------- -------- --------
Income (loss) before tax
expense................ (3,589) 1,481 4,487 56,166 19,177 60,013
Income tax expense...... -- 134 357 18,068 6,230 19,204
------- ------- -------- -------- -------- --------
Net income (loss)... $(3,589) $ 1,347 $ 4,130 $ 38,098 $ 12,947 $ 40,809
======= ======= ======== ======== ======== ========
Basic net income (loss)
per share.............. $ (0.14) $ 0.05 $ 0.14 $ 0.64 $ 0.22 $ 0.64
======= ======= ======== ======== ======== ========
Diluted net income
(loss) per share....... $ (0.14) $ 0.03 $ 0.08 $ 0.53 $ 0.18 $ 0.52
======= ======= ======== ======== ======== ========
Shares used in basic per
share computation...... 25,354 28,282 29,130 59,744 58,620 63,988
Shares used in diluted
per share computation.. 25,354 52,200 54,786 72,196 70,910 78,633

See accompanying notes to financial statements.

F-4

NVIDIA CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

(in thousands, except share data)

Retained
Earnings
Preferred Stock Common Stock Additional Deferred (Accumu- Total
------------------- ------------------ Paid-in Compen- lated Stockholders'
Shares Amount Shares Amount Capital sation Deficit) Equity
----------- ------ ---------- ------ ---------- -------- -------- -------------

Balances, December 31,
1996................... 15,776,550 $16 23,134,748 $23 $ 12,298 -- $(11,300) $ 1,037
Issuance of Series D
preferred stock, net of
issuance costs of $30.. 2,877,624 3 -- -- 7,535 -- -- 7,538
Grant of common stock
options for lease
financing and
consulting services.... -- -- -- -- 120 -- -- 120
Issuance of common stock
upon exercise of stock
options................ -- -- 5,146,422 5 825 -- -- 830
Deferred compensation
related to grant of
common stock options... -- -- -- -- 4,277 (4,277) -- --
Amortization of deferred
compensation........... -- -- -- -- -- 961 -- 961
Net loss................ -- -- -- -- -- -- (3,589) (3,589)
----------- --- ---------- --- -------- ------- -------- --------
Balances, December 31,
1997................... 18,654,174 19 28,281,170 28 25,055 (3,316) (14,889) 6,897
Issuance of common stock
upon exercise of stock
options................ -- -- 2,250 -- 6 -- -- 6
Deferred compensation
related to grant of
common stock options... -- -- -- -- 361 (361) -- --
Amortization of deferred
compensation........... -- -- -- -- -- 360 -- 360
Net income.............. -- -- -- -- -- -- 1,347 1,347
----------- --- ---------- --- -------- ------- -------- --------
Balances, January 31,
1998................... 18,654,174 19 28,283,420 28 25,422 (3,317) (13,542) 8,610
Issuance of common stock
upon exercise of stock
options................ -- -- 405,550 348 -- -- 348
Tax benefit from stock
options................ -- -- -- -- 45 -- -- 45
Sale of common stock
under public offering,
net of issuance costs
of $4.5 million........ -- -- 7,000,000 7 37,532 -- -- 37,539
Issuance and conversion
of mandatorily
convertible notes into
common stock........... -- -- 3,142,858 3 10,997 -- -- 11,000
Conversion of preferred
stock into common
stock.................. (18,654,174) (19) 18,654,174 19 -- -- -- --
Amortization of deferred
compensation........... -- -- -- -- -- 2,537 -- 2,537
Net income.............. -- -- -- -- -- -- 4,130 4,130
----------- --- ---------- --- -------- ------- -------- --------
Balances, January 31,
1999................... -- -- 57,486,002 57 74,344 (780) (9,412) 64,209
Sale of common stock
under public offering
(over-allotment), net
of issuance costs of
$0.6 million........... -- -- 1,050,000 1 5,740 -- -- 5,741
Issuance of common stock
in connection with
long-term software
license................ -- -- 487,804 -- 5,000 -- -- 5,000
Repurchase of common
stock in settlement of
accounts receivable.... -- -- (857,144) -- (7,452) -- -- (7,452)
Issuance of common stock
from stock plans....... -- -- 4,033,652 4 7,673 -- -- 7,677
Tax benefit from stock
plans.................. -- -- -- -- 10,613 -- -- 10,613
Grant of common stock
options for consulting
services............... -- -- -- -- 15 -- -- 15
Amortization of deferred
compensation........... -- -- -- -- -- 662 -- 662
Net income.............. -- -- -- -- -- -- 38,098 38,098
----------- --- ---------- --- -------- ------- -------- --------
Balances, January 30,
2000................... -- -- 62,200,314 62 95,933 (118) 28,686 124,563
Issuance of common stock
from stock plans
(unaudited)............ -- -- 2,941,747 3 8,981 -- -- 8,984
Tax benefit from stock
plans (unaudited)...... -- -- -- -- 30,325 -- -- 30,325
Grant of common stock
options for assets and
consulting services
(unaudited)............ -- -- 25,000 -- 1,324 -- -- 1,324
Amortization of deferred
compensation
(unaudited)............ -- -- -- -- -- 85 -- 85
Net income (unaudited).. -- -- -- -- -- -- 40,809 40,809
----------- --- ---------- --- -------- ------- -------- --------
Balances, July 30, 2000
(unaudited)............ -- -- 65,167,061 $65 $136,563 $ (33) $ 69,495 $206,090
=========== === ========== === ======== ======= ======== ========

See accompanying notes to financial statements.

F-5

NVIDIA CORPORATION

STATEMENTS OF CASH FLOWS

(in thousands)

Six Months Ended
-------------------
Year Ended Month Ended Year Ended Year Ended
December 31, January 31, January 31, January 30, August 1, July 30,
1997 1998 1999 2000 1999 2000
------------ ----------- ----------- ----------- --------- --------
(unaudited)

Cash flows from operating
activities:
Net income (loss)....... $(3,589) $1,347 $ 4,130 $38,098 $ 12,947 $ 40,809
Adjustments to
reconcile net income
(loss) to net cash
provided by (used in)
operating activities:
Depreciation and
amortization.......... 1,363 219 4,006 9,006 3,640 6,359
Stock options granted
in exchange for lease
financing and
services.............. 120 -- -- 15 -- --
Amortization of
deferred
compensation.......... 961 360 2,537 662 452 85
Common stock issued in
exchange for assets
and services.......... -- -- -- -- 4 1,324
Tax benefit from
employee stock
plans................. -- -- 45 10,613 503 30,325
Changes in operating
assets and
liabilities:
Accounts receivable... (11,446) (2,912) (5,234) (54,043) (36,998) (17,868)
Inventory............. 38 (496) (28,102) (9,008) 20,182 (30,504)
Prepaid expenses and
other current
assets............... (237) (316) (1,005) (5,161) (1,147) (17,744)
Deposits and other
assets............... (59) -- (408) (3,008) (2,968) (2,471)
Accounts payable...... 11,295 3,740 20,418 24,180 (951) 10,477
Accrued liabilities... 373 21 1,746 4,517 3,441 13,901
------- ------ ------- ------- -------- --------
Net cash provided by
(used in) operating
activities......... (1,181) 1,963 (1,867) 15,871 (895) 34,693
------- ------ ------- ------- -------- --------
Cash flows used in
investing activities:
Purchase of property
and equipment.......... (2,732) (163) (7,899) (11,589) (4,716) (15,060)
------- ------ ------- ------- -------- --------
Cash flows from financing
activities:
Borrowings (payments)
under line of credit... -- -- 5,000 (5,000) (5,000) --
Common stock issued
under employee stock
plans.................. 830 6 348 7,677 990 8,984
Sale of common stock
under public offering,
net of issuance costs.. -- -- 37,539 5,741 5,810 --
Issuance and conversion
of mandatorily
convertible notes into
common stock........... -- -- 11,000 -- -- --
Long-term payable
related to patent
license agreement...... -- -- -- 500 1,000 --
Net proceeds from sale
of preferred stock..... 7,538 -- -- -- -- --
Advance in connection
with Microsoft
agreement.............. -- -- -- -- -- 200,000
Payments under capital
leases................. (1,037) (373) (1,848) (1,897) (689) (972)
------- ------ ------- ------- -------- --------
Net cash provided by
(used in) financing
activities......... 7,331 (367) 52,039 7,021 2,111 208,012
------- ------ ------- ------- -------- --------
Change in cash and cash
equivalents............. 3,418 1,433 42,273 11,303 (3,500) 227,645
Cash and cash equivalents
at beginning of period.. 3,133 6,551 7,984 50,257 50,257 61,560
------- ------ ------- ------- -------- --------
Cash and cash equivalents
at end of period........ $ 6,551 $7,984 $50,257 $61,560 $ 46,757 $289,205
======= ====== ======= ======= ======== ========
Cash paid for interest... $ 267 $ 31 $ 471 $ 332 $ 133 $ 92
======= ====== ======= ======= ======== ========
Cash paid for taxes...... $ -- $ -- $ -- $15,965 $ 8,803 $ 145
======= ====== ======= ======= ======== ========
Noncash financing and
investing activities:
Assets recorded under
capital lease.......... $ 3,023 $ 32 $ 2,245 $ 1,264 $ 16 $ --
======= ====== ======= ======= ======== ========
Deferred compensation
related to grant of
common stock options... $ 4,277 $ 361 $ -- $ -- $ -- $ --
======= ====== ======= ======= ======== ========
Repurchase of common
stock in settlement of $
accounts receivable.... $ -- $ -- $ -- $ 7,452 $ 7,452 --
======= ====== ======= ======= ======== ========
Issuance of common
stock in connection
with long-term
software license....... $ -- $ -- $ -- $ 5,000 $ 5,000 $ --
======= ====== ======= ======= ======== ========
Liabilities assumed in
connection with long-
term software
license................ $ -- $ -- $ -- $ 5,000 $ 5,000 $ --
======= ====== ======= ======= ======== ========

See accompanying notes to financial statements.

F-6

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS
(Information as of July 30, 2000 and for the six months ended August 1, 1999
and July 30, 2000 is unaudited)

(1) Organization and Significant Accounting Policies

Organization

NVIDIA Corporation (the "Company") designs, develops and markets 3D graphics
processors for the PC market. The Company operates primarily in one industry
segment in the United States, Asia and Europe. In April 1998, the Company was
reincorporated as a Delaware corporation.

Fiscal Year

Effective January 1, 1998, the Company changed its fiscal year-end financial
reporting period to January 31. The Company electedfilings will not to restate its
previous reporting periods ending December 31. In addition, effective February
1, 1998, the Company changed its fiscal year end from January 31 to a 52- or
53-week year ending on the last Sunday in January. As a result, the first and
fourth quarters of fiscal 1999 are 12- and 14-week periods, respectively, with
the remaining quarters being 13-week periods. All four quarters of fiscal 2000
and the first two quarters of fiscal 2001 are 13-week periods.

Principles of Consolidation

Beginning in the second quarter of fiscal 2001, the consolidated financial
statements include the accounts of the Company and its wholly-owned
subsidiaries after elimination of material intercompany accounts and
transactions.

Interim Financial Information

The consolidated financial information as of July 30, 2000 and the six
months ended August 1, 1999 and July 30, 2000 is unaudited, but includes all
adjustments (consisting of normal recurring adjustments) that the Company
considers necessary for the fair presentation of the financial position at
such dates and the operations and cash flows for the periods then ended.
Operating results for the six months ended July 30, 2000 are not necessarily
indicative of results that may be expected for the entire year.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with a
maturity of three months or less at the time of purchase to be cash
equivalents. Currently, the Company's cash equivalents consist of $54.3
million invested in money market funds.

Inventories

Inventories are stated at the lower of first-in first-out, cost or market.
Write-downs to reduce the carrying value of obsolete, slow moving and non-
usable inventory to net realizable value are charged to cost of revenue.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using
the straight-line method based on estimated useful lives, generally three to
four years. Depreciation expense includes the amortization of assets recorded
under capital leases. Leasehold improvements and assets recorded under capital
leases are amortized over the shorter of the lease term or the estimated
useful life of the asset.

Software Development Costs

Software development costs are expensed as incurred until the technological
feasibility of the related product hassent, however, unless those exhibits have specifically been established. After technological
feasibility is established, any additional software development

F-7

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

costs would be capitalized in accordance with Financial Accounting Standards
Board Statement of Financial Accounting Standards ("SFAS") No. 86,
Capitalization of Software Development Costs. Through January 30, 2000, the
Company's process for developing software was completed concurrently with the
establishment of technological feasibility, and, accordingly, no software
costs have been capitalized to date. Software development costs incurred prior
to achieving technological feasibility are charged to research and development
expense as incurred.

Revenue Recognition

Revenue from product sales to all customers (excluding distributors) is
recognized upon shipment, net of appropriate allowances. The Company's policy
on sales to distributors is to defer recognition of sales and related gross
profit until the distributors resell the product. Royalty revenue is
recognized upon shipment of productincorporated by the licensee to its customers. The
Company believes that the software sold with its products is incidental to the
product as a whole.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations
of credit risk consist primarily of cash equivalents and trade accounts
receivable. The Company invests primarily in money market funds and limits the
amount of exposure to any one financial institution. Four customers accounted
for approximately 37% of the Company's accounts receivable balance at January
30, 2000. The Company performs ongoing credit evaluations of its customers'
financial condition and maintains an allowance for potential credit losses.

Research and Development Arrangements

The Company entered into contractual agreements to provide design,
development and support services on a best efforts basis. All amounts funded
to the Company under these agreements are non-refundable once paid. The
Company recorded reductions to research and development expense after the
services were performed based on the achievement of contractually specified
milestones and the collectability of amounts was assured.

Accounting for Stock-Based Compensation

The Company uses the intrinsic value method to account for its stock-based
employee compensation plans. Deferred compensation arising from stock-based
awards is amortized in accordance with Financial Accounting Standards Board
Interpretation No. 28.

Income Taxes

The Company records income taxes using the asset and liability method.
Deferred tax assets and liabilities are recognized for the estimated future
tax consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred tax assets and liabilities are measured using enacted tax
rates in effect for the year in which those temporary differences are expected
to be recorded or settled. The effect on deferred tax assets and liabilities
of a change in tax rates is recognized in income in the period that includes
the enactment date.

Fair Value of Financial Instruments

The carrying value of cash, cash equivalents, accounts receivable, accounts
payable and accrued liabilities approximate fair value due to the short
maturity of those instruments.

F-8

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

Comprehensive Income

In June 1997, the Financial Accounting Standards Board issued SFAS No. 130,
"Reporting Comprehensive Income." SFAS No. 130 establishes standards for
reporting and displaying comprehensive income and its components in financial
statements. The Company had no other components of comprehensive income other
than the reported amounts of net income (loss) in all periods presented.

Use of Estimates

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the recorded amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from these estimates.

Reclassifications

Certain prior year amounts in the financial statements have been
reclassified to conform to the current year presentation. Such
reclassifications had no effect on net income (loss) or stockholders' equity.

New Accounting Pronouncements

In March 1998, the AICPA issued SOP 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal Use," which provides
guidance on accounting for the costs of computer software intended for
internal use. Effective February 1, 1999, the Company adopted SOP 98-1. There
was no material change to the Company's results of operations or financial
position as a result of the adoption of SOP 98-1.

In June 1998, the Financial Accounting Standards Board or "FASB" issued
Statement of Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting
for Derivative Instruments and Hedging Activities." SFAS 133, as amended by
SFAS No. 138, establishes accounting and reporting standards for derivative
instruments and for hedging activities. It requires that an entity recognize
all derivatives as either assets or liabilities in the balance sheet and
measure those instruments at fair value. Management does not expect the
adoption of SFAS 133 to have a material effect on the Company's results of
operations or financial position. The Company is required to adopt SFAS 133,
as amended, in fiscal 2002.

In December 1999, the Securities and Exchange Commission, or SEC issued
Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in
Financial Statements." SAB 101 summarizes certain of the staff's views in
applying generally accepted accounting principles to selected revenue
recognition issues. The Company is required to adopt SAB 101 no later than the
fourth quarter of fiscal 2001. The SEC has recently indicated it intends to
issue further guidance with respect to adoption of specific issues addressed
by SAB 101. Until such time as this additional guidance is issued, the Company
is unable to assess the impact, if any, it may have on its results of
operations or financial position.

F-9

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

Net Income (Loss) Per Share

Basic net income (loss) per share is computed using the weighted average
number of common shares outstanding during the period. Diluted net income
(loss) per share is computed using the weighted average number of common and
dilutive common equivalent shares outstanding during the period, using either
the as-if-converted method for mandatorily convertible notes and convertible
preferred stock or the treasury stock method for options and warrants. Share
and per share data presented reflect the two-for-one stock split effective
June 2000. The following is a reconciliation of the numerators and
denominators of the basic and diluted net income (loss) per share computations
for the periods presented:

Income/(Loss) Shares Per Share
(Numerator) (Denominator) Amount
------------- ------------- ---------

(in thousands)
Year ended December 31, 1997
Basic and diluted net loss............... $(3,589) 25,354 $(0.14)
======= ====== ======
One month ended January 31, 1998
Basic net income......................... $ 1,347 28,282 $ 0.05
Effect of dilutive securities:
Stock options outstanding............... 5,062
Warrants................................ 202
Convertible preferred stock............. 18,654
------- ------
Diluted net income....................... $ 1,347 52,200 $ 0.03
======= ====== ======
Year ended January 31, 1999
Basic net income......................... $ 4,130 29,130 $ 0.14
Effect of dilutive securities:
Stock options outstanding............... 5,812
Warrants................................ 232
Mandatorily convertible notes........... 1,434
Convertible preferred stock............. 18,178
------
Diluted net income....................... $ 4,130 54,786 $ 0.08
======= ====== ======
Year ended January 30, 2000
Basic net income......................... $38,098 59,744 $ 0.64
Effect of dilutive securities:
Stock options outstanding............... 12,006
Warrants................................ 142
Common stock issuable in connection with
long-term software license............. 304
------- ------
Diluted net income....................... $38,098 72,196 $ 0.53
======= ====== ======
Six months ended August 1, 1999
(unaudited)
Basic net income......................... $12,947 58,620 $ 0.22
Effect of dilutive securities:
Stock options outstanding............... 11,754
Warrants................................ 283
Common stock issuable in connection with
long-term software license............. 253
------- ------
Diluted net income....................... $12,947 70,910 $ 0.18
======= ====== ======
Six months ended July 30, 2000
(unaudited)
Basic net income......................... $40,809 63,988 $ 0.64
Effect of dilutive securities:
Stock options outstanding............... 14,645
------- ------
Diluted net income....................... $40,809 78,633 $ 0.52
======= ====== ======

F-10

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

As of January 31, 1999 and 1998, options to acquire 1,285,500 and 298,064
shares of common stock with weighted-average exercise prices of $4.43 and
$2.75, respectively, were not included in the computation of diluted earnings
per share because the options' exercise price was greater than the average
market price of the Company's common shares and, therefore, the effect would
be antidilutive. Options to purchase 7,470,916 shares of common stock with a
weighted-average exercise price of $0.89, warrants to purchase 317,612 shares
of common stock as well as 18,654,174 shares of convertible preferred stock
were outstanding for the year ended December 31, 1997 but were not included in
the calculation of diluted earnings per share because the Company had a net
loss for that year and to do so would have been antidilutive.

(2) Balance Sheet Components

Certain balance sheet components are as follows:

January 31, January 30, July 30,
1999 2000 2000
----------- -------------- -----------
(in thousands) (unaudited)

Inventory:
Work in-process.......................... $15,385 $ 6,446 $21,496
Finished goods........................... 13,238 31,185 46,639
------- ------- -------
Total inventory........................ $28,623 $37,631 $68,135
======= ======= =======

At July 30, 2000, the Company had noncancelable inventory purchase
commitments totaling $157.1 million.

January 31, January 30,
1999 2000
----------- -----------

(in thousands)
Property and Equipment:
Purchased engineering software.......................... $ 4,102 $ 17,013
Test equipment.......................................... 3,625 8,103
Computer equipment...................................... 9,028 14,194
Leasehold improvements.................................. 475 878
Office furniture and equipment.......................... 1,361 1,142
------- --------
18,591 41,330
Accumulated depreciation and amortization............... (6,941) (15,444)
------- --------
Property and equipment, net............................. $11,650 $ 25,886
======= ========

Assets recorded under capital leases included in property and equipment were
$6,637,000 and $6,892,000 as of January 31, 1999 and January 30, 2000,
respectively. Accumulated amortization thereon was $3,238,000 and $5,285,000
as of January 31, 1999 and January 30, 2000, respectively.

January 31, January 30,
1999 2000
----------- -----------
(in thousands)

Accrued Liabilities:
Accrued sales and marketing allowances.................. $1,973 $5,377
Other................................................... 3,039 4,152
------ ------
Total accrued liabilities............................. $5,012 $9,529
====== ======

F-11

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

(3) Stockholders' Equity

Mandatorily Convertible Notes

Convertible subordinated non-interest bearing notes were issued to three
major customers in July and August 1998 for a total of $11.0 million. The
notes were subordinated to certain senior indebtedness. On January 15, 1999,
the outstanding principal balance of these notes automatically converted into
3,142,858 shares of common stock of the Company at a conversion price equal to
$3.50 per share.

Convertible Preferred Stock

On January 22, 1999, 18,654,174 shares of preferred stock were automatically
converted into common stock upon the completion of the initial public offering
of common stock. As of January 30, 2000, there are no shares of preferred
stock outstanding and the Company has no current plans to issue any of the
authorized preferred stock.

1998 Equity Incentive Plan

The Equity Incentive Plan (the "Plan"), as amended and restated on February
17, 1998, provides for the issuance of up to 30,000,000 shares of the
Company's common stock to directors, employees and consultants. The Plan
provides for the issuance of stock bonuses, restricted stock purchase rights,
incentive stock options or nonstatutory stock options. Each year on the last
day of each fiscal year, starting with the year ending January 31, 1999, the
aggregate number of shares of common stock that are available for issuance
will automatically be increased by a number of shares equal to five percent
(5%) of the Company's outstanding common stock on such date, including on an
as-if-converted basis preferred stock and convertible notes, and outstanding
options and warrants, calculated using the treasury stock method. In January
2000, the shares of common stock available for issuance were increased by
3,861,924 shares pursuant to this provision.

Pursuant to the Plan, the exercise price for incentive stock options is at
least 100% of the fair market value on the date of grant or for employees
owning in excess of 10% of the voting power of all classes of stock, 110% of
the fair market value on the date of grant. For nonstatutory stock options,
the exercise price is no less than 85% of the fair market value on the date of
grant.

Options generally expire in 10 years. Vesting periods are determined by the
Board of Directors. However, options generally vest ratably over a four year
period, with 25% becoming vested approximately one year from the date of grant
and the remaining 75% vesting on a quarterly basis over the next three years.
Options granted prior to December 1997 could be exercised prior to full
vesting. Any unvested shares so purchased were subject to a repurchase right
in favor of the Company at a repurchase price per share that was equal to the
original per share purchase price. The right to repurchase at the original
price would lapse at the rate of 25% per year over the four-year period from
the date of grant. As of January 30, 2000, there were 999,222 such shares
subject to repurchase.

The Company accounts for the plan using the intrinsic value method. As such,
compensation expense is recorded if on the date of grant the current fair
value per share of the underlying stock exceeds the exercise price per share.
With respect to certain options granted during 1997 and the one month ended
January 31, 1998, the Company recorded deferred compensation of $4,277,000 and
$361,000, respectively, for the difference at the grant date between the
exercise price per share and the fair value per share, based upon independent
valuations and management's estimate of the fair value of the Company's stock
on the various grant dates of the common stock underlying the options. This
amount is being amortized over the vesting period of the individual options,
generally four years.

F-12

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

Non-Employee Directors' Stock Option Plan

In February 1998, the Board of Directors adopted the 1998 Non-Employee
Directors' Stock Option Plan (the "Directors' Plan") to provide for the
automatic grant of options to purchase shares of common stock to directors of
the Company who are not employees of or consultants to the Company or an
affiliate of the Company (a "Non-Employee Director"). The Compensation
Committee administers the Directors' Plan. The aggregate number of shares of
common stock that may be issued pursuant to options granted under the
Directors' Plan is 600,000 shares.

Stock-Based Compensation

As permitted under Statement of Financial Accounting Standards No. 123,
("SFAS 123"), the Company has elected to follow Accounting Principles Board
Opinion No. 25 ("APB 25") and related Interpretations in accounting for stock-
based awards to employees. Compensation cost for the Company's stock-based
compensation plans as determined consistent with SFAS 123, would have
increased net loss and would have decreased net income to the pro forma
amounts indicated below:

Year Ended Month Ended Year Ended Year Ended
December 31, January 31, January January
1997 1998 31, 1999 30, 2000
------------ ----------- ---------- ----------

Net income (loss)--as reported.. $(3,589) $1,347 $4,130 $38,098
Net income (loss)--pro forma.... $(3,694) $1,046 $ (256) $30,697
Basic net income (loss) per
share--as reported............. $ (0.14) $ 0.05 $ 0.14 $ 0.64
Basic net income (loss)--pro
forma.......................... $ (0.15) $ 0.04 $(0.01) $ 0.51
Diluted net income (loss) per
share--as reported............. $ (0.14) $ 0.03 $ 0.08 $ 0.53
Diluted net income (loss)--pro
forma.......................... $ (0.15) $ 0.02 $ -- $ 0.43

The fair value of options granted in fiscal 2000 has been estimated at the
date of grant using the Black-Scholes option pricing model with the following
weighted-average assumptions: no dividend yield, risk free interest rate of
5.84%, expected life for the option of five years and volatility of 70%. The
fair value of options granted prior to the initial public offering is
estimated on the date of grant using the minimum value method with the
following weighted-average assumptions: no dividend yield; risk free interest
rate of 5.0% to 6.5%; expected life for the option of five years; and
volatility of 0%. The weighted-average per share fair value of options granted
during the year ended 1997, the one month ended January 31, 1998, the years
ended January 31, 1999 and January 30, 2000 was approximately $.08, $1.43,
$1.74, $1.45 and $13.53, respectively.

F-13

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

The following summarizes the transactions under the equity incentive and
non-employee director plans:

Shares
Number Weighted
Available of Shares Average Price
for Grant Under Option Per Share
----------- ------------ -------------

Balances, December 31, 1996............. 7,013,212 4,352,040 $ 0.14
Authorized............................ 4,000,000 -- --
Granted............................... (9,901,714) 10,001,714 0.72
Exercised............................. -- (5,207,672) 0.16
Cancelled............................. 1,736,416 (1,675,166) 0.15
----------- ----------
Balances, December 31, 1997............. 2,847,914 7,470,916 0.89
Authorized............................ -- -- --
Granted............................... (1,210,000) 1,210,000 2.51
Exercised............................. -- (2,250) 1.58
----------- ----------
Balances, January 31, 1998.............. 1,637,914 8,678,666 1.12
Authorized............................ 13,757,212 -- --
Granted............................... (13,185,100) 13,225,100 3.61
Exercised............................. -- (405,550) 0.96
Cancelled............................. 3,385,376 (3,385,376) 3.18
----------- ----------
Balances, January 31, 1999.............. 5,595,402 18,112,840 2.56
Authorized............................ 3,861,924 -- --
Granted............................... (6,789,200) 6,789,200 10.80
Exercised............................. -- (3,578,938) 1.78
Cancelled............................. 1,631,502 (1,631,502) 3.17
----------- ----------
Balances, January 30, 2000.............. 4,299,628 19,691,600 $ 5.49
----------- ----------

In July 1998, the Board of Directors adopted a resolution allowing employees
to exchange some or all of their existing unvested options to purchase common
stock of the Company for options having an exercise price of $3.15 per share.
The repriced options retain the same vesting schedule as the originally issued
options, but the repriced options did not become exercisable until July 1999.
Options to purchase approximately 2,507,000 shares of common stock were
repriced under this program. Stock options held by executive officers and
directors were not eligible for such repricing.

During 1997 and fiscal 2000, the Company granted common stock options within
the Plan to consultants for services rendered. The fair value of all option
grants to non-employees has been estimated using the Black-Scholes option
pricing model using the following assumptions: dividend yield--none; expected
life--contractual term; risk free interest rates--6.0% to 6.5%; volatility--
60%. The estimated fair value of these options was $120,000 and $22,000 in
1997 and fiscal 2000, respectively.

In 1997, options to purchase 100,000 shares of common stock were granted to
an outside investor during the Series D preferred stock offering. In 1998,
options to purchase 40,000 shares of common stock were granted to an outside
investor. As of January 30, 2000, options to purchase 71,250 shares of common
stock were outstanding, of which 5,000 shares were vested.

F-14

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

The following table summarizes information about stock options outstanding
as of January 30, 2000:

Options Outstanding Options Exercisable
------------------------------------------- --------------------------
Weighted Average Weighted Weighted
Range of Exercise Number Remaining Average Number Average
Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
----------------- ----------- ---------------- -------------- ----------- --------------

$ 0.09 -- $ 0.65 1,665,596 7.26 $ 0.40 679,416 $ 0.34
1.32 -- 1.58 1,911,300 7.85 1.42 698,922 1.44
2.08 -- 3.15 4,013,636 8.45 3.04 1,074,216 2.99
3.33 -- 4.50 5,440,680 8.52 3.74 1,677,050 3.80
8.19 -- 10.06 3,640,388 9.43 8.97 91,802 8.51
10.25 -- 11.75 2,047,000 9.75 10.72 77,182 10.25
17.31 -- 18.69 973,000 9.89 17.99 -- --
---------- ---------
$ 0.09 -- $18.69 19,691,600 8.70 $ 5.49 4,298,588 $ 2.88
---------- ---------

Employee Stock Purchase Plan

In February 1998, the Board of Directors approved the 1998 Employee Stock
Purchase Plan (the "Purchase Plan"), covering an aggregate of 1,000,000 shares
of common stock. The Purchase Plan is intended to qualify as an "employee
stock purchase plan" within the meaning of Section 423 of the Code. Under the
Purchase Plan, the Board may authorize participation by eligible employees,
including officers, in periodic offerings following the adoption of the
Purchase Plan. Under the Purchase Plan, the offering period for any offering
will be no longer than 27 months. Under the plan offering adopted pursuant to
the Purchase Plan, each offering period has been set at six months. In June
1999, the plan was amended to increase the number of shares reserved for
issuance automatically each year at the end of the Company's fiscal year for
the next 10 years (commencing at the end of fiscal 2000 and ending 10 years
later in 2009) by an amount equal to 2% of the outstanding shares of the
Company on each date, including on an as-if-converted basis preferred stock
and convertible notes, and outstanding options and warrants, calculated using
the treasury stock method, up to a maximum aggregate increase of 12 million
shares over the 10-year period. In January 2000, the shares of common stock
available for issuance were increased by 1,544,770 shares pursuant to this
provision.

Employees are eligible to participate if they are employed by the Company or
an affiliate of the Company designated by the Board. Employees who participate
in an offering generally can have up to 10% of their earnings withheld
pursuant to the Purchase Plan and applied, on specified dates determined by
the Board, to the purchase of shares of common stock. The Board may increase
this percentage at its discretion, up to 15%. The price of common stock
purchased under the Purchase Plan will be equal to 85% of the lower of the
fair market value of the common stock on the commencement date of each
offering period or the relevant purchase date. Employees may end their
participation in the offering at any time during the offering period, and
participation ends automatically on termination of employment with the
Company. At January 30, 2000, 257,654 shares have been issued under the
Purchase Plan and 2,287,116 shares have been reserved for further issuance.

The fair value of options granted under the Purchase Plan in fiscal 2000 has
been estimated at the date of grant using the Black-Scholes option pricing
model with the following weighted-average assumptions: no dividend yield, risk
free interest rate of 5.21% , expected life for the option of 0.5 years and
volatility of 70%. The weighted-average fair value of shares granted under the
Purchase Plan during the year ended January 30, 2000 was approximately $3.92
per share.

F-15

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

(4) Financial Arrangements, Commitments and Contingencies

Short-term Borrowings

In July 1999, the Company entered into an amended loan and security
agreement with a bank, which included a $10.0 million revolving loan agreement
with a borrowing base equal to 80% of eligible accounts. Borrowings under the
line of credit bear interest at the prime rate, which was 8.5% at January 30,
2000, and are due in July 2000. Covenants governing the loan agreement require
the maintenance of certain financial ratios. As of January 30, 2000, the
Company had no outstanding borrowings against the line of credit. The
agreement expired on July 29, 2000.

Lease Obligations

The Company leases certain office facilities under operating leases expiring
through 2003. Future minimum lease payments under the Company's noncancelable
capital and operating leases as of January 30, 2000, are as follows (in
thousands):

Year ending January Operating Capital
------------------- ----------- -----------

2001............................................... $ 2,614 $ 2,000
2002............................................... 2,722 705
2003............................................... 2,431 418
------- -------
Total payments..................................... $ 7,767 3,123
=======
Less amount representing interest, at rates ranging
from 8% to 10%.................................... 375
-------
Present value of minimum debt payments............. 2,748
Less current portion............................... 1,786
-------
Long-term portion.................................. $ 962
=======

The following is an analysis of the property and equipment under capital
leases by major classes:

January 31, January 30,
1999 2000
----------- -----------
(in thousands)

Classes of Property and Equipment:
Computer equipment................................. $ 4,450 $ 4,192
Test equipment..................................... 1,192 1,915
Software and other................................. 995 785
------- -------
6,637 6,892
Accumulated depreciation and amortization.......... (3,238) (5,285)
------- -------
Leased property and equipment, net................. $ 3,399 $ 1,607
======= =======

Rent expense for 1997, one month ended January 31, 1998, the years ended
January 31, 1999 and January 30, 2000 was approximately $425,000, $52,000,
$1,555,000 and $2,501,000, respectively.

Litigation

On April 9, 1998, the Company was notified that SGI had filed a patent
infringement lawsuit against it in the United States District Court for the
District of Delaware. The suit alleged that the sale and use of the Company's
RIVA family of 3D graphics processors infringed a United States patent held by
SGI. The suit sought

F-16

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

unspecified damages (including treble damages), an order permanently enjoining
further alleged infringement and attorneys' fees. In July 1999, the matter
settled during trial and it has been dismissed. As part of the settlement, the
Company entered into agreements with SGI to create a broad strategic alliance
to collaborate on future graphics technologies. As part of the agreements, SGI
dismissed its patent infringement suit against the Company and the Company
licensed SGI's 3D graphics patent portfolio. Additionally, SGI agreed to
incorporate the Company's graphics technology into new desktop graphics
systems and transfer engineering personnel to the Company during the third
quarter of fiscal 2000. The Company agreed to pay SGI a total of $3.0 million
in nine quarterly installments with the final payment due in May 2001. The
rights to patents recorded under other assets are amortized using the
straight-line method over five years.

On May 11, 1998, S3 filed a patent infringement suit against the Company in
the United States District Court for the Northern District of California. The
suit alleged that the Company's sale of RIVA 128, 128ZX and TNT graphics
processors infringed three United States patents owned by S3. The suit sought
unspecified damages (including treble damages), an order permanently enjoining
further alleged infringement and attorneys' fees. The Company and S3 agreed to
settle this case on February 1, 2000, on the basis of mutual patent cross-
licenses and on February 7, 2000, the District Court entered a final judgment
in the Company's favor, dismissing all of S3's claims.

On September 21, 1998, 3Dfx filed a patent infringement lawsuit against the
Company in the United States District Court for the Northern District of
California alleging infringement of a 3Dfx patent. On March 2, 1999, 3Dfx
added a second patent to the suit and on May 24, 1999, 3Dfx added a third
patent to the suit. The amended complaint alleges that the Company's RIVA TNT,
RIVA TNT2 and RIVA TNT2 Ultra products infringe the patents in suit and seeks
unspecified compensatory and trebled damages and attorneys' fees. The
Company's current generation of products is not identified as infringing any
of the patents in suit. The Company has filed an answer and counter-claims
asserting that the patents in suit are invalid and not infringed. These
assertions are supported by the Company's investigations to date and an
opinion from the Company's patent counselreference in this suit. The Company
anticipates that the trial date will be set by the District Court after it
rules on claims construction issues.

In addition to the above litigation, from time to time the Company is
subject to claims in the ordinary course of business, none of which in the
Company's view, would have a material adverse impact on the Company's business
or financial position if resolved unfavorably.

F-17

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

(5) Income Taxes

The components of income tax expense are as follows:

Year Ended Month Ended Year Ended Year Ended
December 31, January 31, January 31, January 30,
1997 1998 1999 2000
------------ ----------- ----------- -----------

Current:
Federal..................... $ -- $134 $ 538 $11,624
State....................... -- -- -- 824
----- ---- ----- -------
Total current............... -- 134 538 12,448
Deferred:
Federal..................... -- -- (226) (3,923)
State....................... -- -- -- (1,070)
----- ---- ----- -------
Total deferred.............. -- -- (226) (4,993)
Charge in lieu of taxes
attributable to employer
stock option plans........... -- -- 45 10,613
----- ---- ----- -------
Total income taxes.......... $ -- $134 $ 357 $18,068
===== ==== ===== =======

The provision for income taxes differs from the amount computed by applying
the federal statutory income tax rate of 35% to income before taxes as
follows:

Year Ended Month Ended Year Ended Year Ended
December 31, January 31, January January
1997 1998 31, 1999 30, 2000
------------ ----------- ---------- ----------

Tax expense (benefit)
computed at federal
statutory rate............. $(1,256) $ 518 $ 1,570 $19,658
Loss carryforward........... 1,256 (518) (1,570) --
Alternate Minimum Tax....... -- 134 357 --
State income taxes, net of
federal tax benefit........ -- -- -- 1,531
Research and experimentation
credit..................... -- -- -- (1,389)
Change in valuation
allowance.................. -- -- -- (4,784)
Other....................... -- -- -- 3,052
------- ----- ------- -------
Total income taxes........ $ -- $ 134 $ 357 $18,068
======= ===== ======= =======

The tax effect of temporary differences that gives rise to significant
portions of the deferred tax assets are presented below:

As of As of As of
January 31, January 31, January 30,
1998 1999 2000
----------- ----------- -----------

Net operating loss carryforwards........ $ 3,380 $ -- $ --
Accruals and reserves, not currently
taken for tax purposes................. 228 2,323 4,996
Research credit carryforwards........... 1,095 1,775 --
Advances on development contract........ 996 138 --
Other................................... 383 774 223
------- ------- ------
Total gross deferred tax assets......... 6,082 5,010 5,219
Less valuation allowance................ (6,082) (4,784) --
------- ------- ------
Net deferred tax assets................. $ -- $ 226 $5,219
======= ======= ======

F-18

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

The valuation allowance had decreases of $1,298,000 and $4,784,000 for the
year ended January 31, 1999 and the year ended January 30, 2000, respectively.
Management believes that it is more likely than not that future operations
will generate sufficient taxable income to realize the deferred tax assets.

(6) Development Agreement

The Company had a strategic collaboration agreement with ST for the
manufacture, marketing, and sale of certain of the Company's products. In
1996, ST paid the Company $2,500,000 for advanced royalty payments and agreed
to partially support the research and development and marketing efforts for
certain of the Company's products. document.
In connection with this agreement, the
Company recorded royalty revenue of $1,791,000, $1,911,000 and $6,824,000,offering, no person is authorized to give any information or to make any representations not contained in 1997, the one month ended January 31, 1998, and the year ended January 31,
1999, respectively. Royalty revenue decreased to zero in fiscal 2000 due
primarily to reduced sales of RIVA 128 graphics processor and derivative
products and disputes with ST regarding payment. The Company doesthis prospectus. If information is given or representations are made, you may not expect
to recordrely on that information or receive royalty revenue from ST in the future. The Company also
recorded a reduction to research and development cost of $1,936,000 and a
reduction to sales, general and administrative expense of $314,000 in 1997. In
January of 1998, ST agreed to forgive the $2,500,000 in advanced royalty
payments in exchange for the Company's obligation to provide ST continued
development and support on certain products developed through December 31,
1998, which was recordedrepresentations as a reduction to research and development expense in
fiscal 1999. Accordingly, $2,500,000having been authorized by us. This prospectus is included in accrued liabilities at
December 31, 1997. The costs incurred under the development agreement
approximated the amounts recorded as reduction to expenses.

(7) Long-term Software Licensing Agreement

On April 12, 1999, the Company entered into a $10.0 million five-year
software licensing agreement with a supplier in the electronic design
automation industry. Under this agreement, the $10.0 million is due in two
installments. The first installment was settled in June 1999 for 487,804
shares of the Company's common stock valued at $5.0 million. The second
installment was settled in cash on March 31, 2000.

(8) Stock Repurchase Agreement

In June 1999, the Company repurchased 857,144 shares of the Company's common
stock from a major customer in settlement for a portion of then outstanding
accounts receivable, in the amount of $7.5 million.

(9) Segment Information

The Company operates in a single industry segment: the design, development
and marketing of 3D graphics processors for the PC market. The Company's chief
operating decision maker, the Chief Executive Officer, reviews financial
information presented on a consolidated basis for purposes of making operating
decisions and assessing financial performance. The following table summarizes
geographic information on net sales:

Year Ended Year Ended Six Months Ended
Year Ended Month Ended January January -----------------
December 31, January 31, 31, 30, August July 30,
1997 1998 1999 2000 1, 1999 2000
------------ ----------- ---------- ---------- -------- --------

United States........... $29,071 $13,331 $120,788 $103,609 $ 63,370 $ 38,143
Asia Pacific............ -- -- 29,649 208,832 72,906 231,325
Europe.................. -- -- 7,800 62,064 12,759 49,413
------- ------- -------- -------- -------- --------
Total revenue........... $29,071 $13,331 $158,237 $374,505 $149,035 $318,881
======= ======= ======== ======== ======== ========

F-19

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

Revenues to significant customers, those representing approximately 10% or
more of total revenue for the respective periods, are summarized as follows:

Six Months Ended
Year Ended Month Ended Year Ended Year Ended ------------------
December 31, January 31, January January August 1, July 30,
1997 1998 31, 1999 30, 2000 1999 2000
------------ ----------- ---------- ---------- --------- --------

Sales
Customer A............ 63% 59% 35% 3% 7% --
Customer B............ 31% 39% 27% 15% 25% --
Customer C............ -- -- 13% 17% 18% 9%
Customer D............ -- -- 12% 2% 5% --
Customer E............ -- -- -- 15% 16% 22%
Customer F............ -- -- 4% 10% 9% 9%
Customer G............ -- -- -- 5% -- 10%

As of As of As of As of
January 31, 1998 January 31, 1999 January 30, 2000 July 30, 2000
---------------- ---------------- ---------------- -------------

Accounts Receivable
Customer A............ 57% 19% -- --
Customer B............ 43% 28% 4% 1%
Customer C............ -- 18% 15% 7%
Customer D............ -- 14% -- --
Customer E............ -- -- 12% 15%
Customer F............ -- -- 6% 4%
Customer G............ -- -- 13% 12%

(10) Quarterly Summary (unaudited)
(in thousands, except per share data)

Quarters Ended
------------------------------------------------------------------
April July Oct. Oct.
26, 26, 26, Jan 31, May 2, Aug. 1, 31, Jan. 30,
1998 1998 1998 1999 1999 1999 1999 2000
------- ------- ------- ------- ------- ------- ------- --------

Statement of Operations
Data:
Revenue................. $28,263 $12,134 $52,303 $65,537 $71,018 $78,017 $97,015 $128,455
Cost of revenue......... 20,873 12,961 33,566 42,346 45,946 49,625 60,195 79,809
Gross profit (loss)..... 7,390 (827) 18,737 23,191 25,072 28,392 36,820 48,646
Net income (loss)....... (1,021) (9,652) 7,141 7,662 6,261 6,686 10,564 14,587
Basic net income (loss)
per share (1).......... $ (.04) $ (.34) $ .25 $ .24 $ .11 $ .11 $ .18 $ .24
Diluted net income
(loss) per share (1)... $ (.04) $ (.34) $ .13 $ .14 $ .09 $ .09 $ .15 $ .19

(1) Reflects the two-for-one stock split effected June 2000.

F-20

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Information as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

(11) Microsoft Agreement

On March 5, 2000, the Company entered into an agreement with Microsoft
pursuant to which the Company agreed to develop and sell graphics chips and to
license certain technology to Microsoft and its licensees for use in the Xbox
video game console under development by Microsoft. In April 2000, Microsoft
paid the Company $200 million as an advance against graphics chip purchases.
Microsoft may terminate the agreement at any time. If termination occurs prior
to offset in full of the advance payments, the Company would be required to
return to Microsoft up to $100 million of the prepayment and to convert the
remainder into preferred stock of the Company at a 30% premium to the 30-day
average trading price of the common stock immediately preceding Microsoft's
termination of the agreement. In addition, in the event that an individual or
corporation makesneither an offer to purchase shares equalsell nor a solicitation of an offer to buy any securities other than those registered by this prospectus, nor is it an offer to sell or greater than thirty
percent (30%)a solicitation of an offer to buy securities where an offer or solicitation would be unlawful. You may not imply from the outstanding sharesdelivery of this prospectus or from any sale made under this prospectus that our affairs are unchanged since the Company's common stock,
Microsoft has first and last rightsdate of refusal to purchase the stock. The
graphics chip contemplated by the agreement is highly complex, and the
development and release of the Microsoft Xbox game console and its commercial
success are dependent upon a number of factors, many of which the Company
cannot control. The Company cannot guarantee that it will be successful in
developing the graphics chip for use by Microsoftthis prospectus or that the product will be
developed or released, or if released, will be commercially successful.

(12) Stockholders' Equity and Stock Split

In May 2000, the Company's Board of Directors approved a two-for-one stock
split of the Company's common stock for stockholders of record on June 12,
2000, to be effectedinformation contained in the form of a 100% stock dividend. The transfer agent
distributed the shares resulting from the split on June 26, 2000. All share
and per-share numbers contained herein have been restated to reflect this stock split.

(13) Subsequent Event (Unaudited)

In August 2000, the Company signed an agreement with ELSA AG to market a
complete line of professional workstation products, designed and built by the
Company. The Company will market directly to major original equipment
manufacturers or OEMs, while ELSA will retain the worldwide exclusive
distribution rights to market to all other channels, including system
integrators, value-added resellers and distributors. The Company paid ELSA
$3.0 million at signing of the agreement and the second installment of $3.0
millionprospectus is due in September 2000 for all workstation software source code and
related intellectual property. As part of the agreement, twelve engineers from
the ELSA's workstation graphics team joined the Company.

On August 28, 2000, the Company filed a patent infringement lawsuit against
3Dfx in the United States District Court for the Northern District of
California. The lawsuit alleges that 3Dfx's graphics chip and card products,
which are used to accelerate 3D graphics on personal computers, infringe five
of the Company's patents and seeks an injunction restraining 3Dfx from
manufacturing, selling or importing infringing graphics chip and card products
including its Voodoo3, Voodoo4 and Voodoo5 and VSA-100 family of products, as
well as monetary damages. The matter is in its earliest stages, discovery has
not yet begun and no trial date has been set.

On February 22, 2000, Graphiques Matrox, Inc. and Systemes Electroniques
Matrox Ltd. (collectively "Matrox") filed suit against the Company in the
Superior Court, Judicial District of Montreal, Province of Quebec, Canada. The
suit alleges that the Company improperly solicited and recruited Matrox
employees and encouraged Matrox employees to breach their Matrox
confidentiality and/or non-competition agreements. The suit by Matrox seeks,
among other things, certain injunctive relief. The Company believes that the
claims asserted by Matrox are without merit and the Company intends to
vigorously defend this suit.

F-21

NVIDIA CORPORATION

NOTES TO FINANCIAL STATEMENTS--(Continued)
(Informationcorrect as of July 30, 2000 and for the six months ended
August 1, 1999 and July 30, 2000 is unaudited)

On May 19, 2000, the Company filed suit against Matrox in Santa Clara County
Superior Court alleging that Matrox's efforts to prevent its current and
former employees from pursuing employment opportunities with the Company
constitute interference with prospective economic advantage and contract and
unfair competition. The Company's suit seeks, among other things, unspecified
monetary damages, a declaration that Matrox's confidentiality and/or non-
competition agreements are unenforceable under California law and a
declaration that its use of those agreements and other tactics constitutes
unfair competition. On May 26, 2000, the case was transferred to the San Jose
Division of the United States District Court for the Northern District of
California. On June 14, 2000, Matrox filed an answer denying the Company's
claims and a counterclaim alleging trade secret misappropriation, intentional
interference with contractual relations and unfair competition. Matrox's
California suit seeks unspecified monetary damages and injunctive relief. The
Company filed an answer to this counterclaim on July 7, 2000, denying all of
Matrox's claims. As with the Montreal action, the Company believes that the
claims asserted by Matrox are without merit and intends to vigorously defend
this suit.

On August 1, 2000, the Company's Board of Directors approved the 2000
Nonstatutory Equity Incentive Plan (the "2000 Plan") to provide for the
issuance of up to 2,317,155 shares of the Company's common stock to employees
and affiliates who are not directors, officers or 10% stockholders. The 2000
Plan provides for the issuance of nonstatutory stock options, stock bonuses
and restricted stock purchase rights. Options generally expire in 10 years.
The Compensation Committee appointed by the Board of Directors has the
authority to determine the option term, exercise price and vesting period of
each grant. However, options generally vest ratably over a four-year period,
with 25% becoming vested approximately one year fromany time after the date of grant and the
remaining 75% vesting on a quarterly basis over the next three years.

F-22

NVIDIA CORPORATION

SCHEDULE II--VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

Balance Additions
at Charged to Charged Balance
Beginning Costs and to Other at End
Description of Period Expenses Accounts Deductions of Period
----------- --------- ---------- -------- ----------- ---------

Year ended January 30, 2000
Allowance for sales
returns and allowances... $2,627 4,546 -- 3,081(1) $4,092
====== ===== ===== ===== ======
Allowance for doubtful
accounts................. $ -- 2,395 -- 44(2) $2,351
====== ===== ===== ===== ======
Year ended January 31, 1999
Allowance for sales
returns and allowances... $ 349 6,261 -- 3,983(1) $2,627
====== ===== ===== ===== ======
One month ended January 31,
1998
Allowances for sales
returns and accounts..... $ 100 249 -- -- $ 349
====== ===== ===== ===== ======
Year ended December 31,
1997
Allowances for sales
returns and accounts..... $ -- 100 -- -- $ 100
====== ===== ===== ===== ======

- --------
(1) Represents amounts written off against the allowance for sales returns.
(2) Uncollectible accounts written off.

F-23

[NVIDIA CORPORATION LOGO]
this prospectus.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses Ofof Issuance Andand Distribution.
The following table sets forth the estimated costs andall expenses, other than
the underwriting discounts and commissions, payable by the registrantus in connection with the offeringsale of the Securitiessecurities being registered. All the amounts shown are estimates except for the registration fee.
SEC registration fee............................................... $ 52,800
Accounting fees and expenses....................................... $ 15,000
Legal fees and expenses............................................ $ 15,000
Miscellaneous...................................................... $ 17,200
--------
Total............................................................ $100,000
========

We will pay all fees and expenses associated with filing this registration
statement.

Registration fee $ 40,450
Legal fees and expenses $ 25,000
Accounting fees and expenses $ 35,000
Printing expenses $ 20,000
Miscellaneous $ 4,550
TOTAL $ 125,000
Item 15. Indemnification of Officers and Directors.
Under Section 145 of the Delaware General Corporation Law, or the DGCL, authorizes
a courtwe have broad powers to award or a corporation's board of directors to grant
indemnification toindemnify our directors and officers against liabilities they may incur in terms sufficiently broadsuch capacities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”).
Our certificate of incorporation, as amended, provides for the elimination of liability for monetary damages for breach of our directors’ fiduciary duty of care to permitus and our stockholders. These provisions do not eliminate our directors’ duty of care and, in appropriate circumstances, equitable remedies such an injunctive or other forms of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability for breach of the director’s duty of loyalty to us, for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, for any transaction from which the director derived an improper personal benefit and for violating Section 174 of the Delaware General Corporation Law. The provision does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.
We have entered into agreements with our directors and executive officers that require us to indemnify such persons against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer of us or any of our affiliated enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of us and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The indemnification underagreements also set forth certain circumstancesprocedures that will apply in the event of a claim for indemnification thereunder.
The underwriting agreement (Exhibit 1.1) will provide for indemnification by any of our underwriters, our directors, our officers who sign the registration statement and our controlling persons for some liabilities, (including reimbursement for expenses incurred)including liabilities arising under the Securities Act. Our Amended and Restated Certificate of Incorporation and our Bylaws
provide for mandatory indemnification of our directors and permissive
indemnification of officers, employees and other agents to the maximum extent
permitted by the DGCL. We have entered into indemnification agreements with
our directors. The indemnification agreements provide the registrant's
directors with further indemnification to the maximum extent permitted by the
DGCL. We also have obtained directors and officers insurance to insure our
directors and officers against certain liabilities, including liabilities
under the securities laws.

The underwriting agreements filed as Exhibit 1.1 and Exhibit 1.2 to the
registration statement provide for indemnification by the underwriters of the
registrant and its officers and directors for certain liabilities under the
Securities Act or otherwise.

II-1
Item 16. Exhibits Andand Financial Statement Schedules.

Schedules
(a)Exhibits

Exhibits.
Exhibit
Number
Description of the Document
------- -----------------------

1.1* Form of
1.1 Underwriting Agreement for common stock.
1.2* Form of Underwriting Agreement for debt securities.
Agreement. (1)
4.1 Amended and Restated Certificate of Incorporation. Filed(2)
4.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation. (3)
4.3 Bylaws, as amended. (4)
4.4 Specimen Stock Certificate. (5)
4.5 Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. (1)
4.6 Second Amended and Restated Investors’ Rights Agreement, dated August 19, 1997 between the Company and the parties indicated thereto and First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated July 22, 1998. (6)
4.7 Second Amendment to Second Amended and Restated Investors’ Rights Agreement, dated April 12, 1999. (7)
4.8 Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers. (8)
4.9 Form of Senior Debt Indenture. (9)
4.10 Form of Subordinated Debt Indenture. (9)
4.11 Form of Senior Note. (1)
4.12 Form of Subordinated Note. (1)
4.13 Form of Common Stock Warrant Agreement and Warrant Certificate. (9)
4.14 Form of Preferred Stock Warrant Agreement and Warrant Certificate. (9)
4.15 Form of Debt Securities Warrant Agreement and Warrant Certificate. (9)
5.1 Opinion of Cooley Godward LLP. (9)
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. (9)
23.1 Consent of KPMG LLP. (9)
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page).
25.1 Statement of Eligibility of Trustee Under Senior Debt Indenture. (9)
25.2 Statement of Eligibility of Trustee Under Subordinated Debt Indenture. (9)
(1) To be filed by amendment or as an exhibit to a current report of the registrant on Form 8-K and incorporated herein by reference.
(2) Previously filed as Exhibit 4.1 to our registration statement on Form S-8 filed on March 23, 1999 (Registration No.(No. 333-74905) and incorporated herein by reference.reference herein.
(3) Previously filed as Exhibit 3.4 to our quarterly report on Form 10-Q for the quarter ended July 28, 2002, filed on September 10, 2002 (No. 000-23985), and incorporated by reference herein.
(4) Previously filed as Exhibit 3.1 to our quarterly report on Form 10-Q for the quarter ended July 29, 2001, filed on September 10, 2001 (No. 000-23985), and incorporated by reference herein.
II-2
(5) Previously filed as Exhibit 4.2 Bylaws. Filed as an exhibit to our registration statement on Form S-8S-1/A filed April 24, 1998 (No. 333-47495), as amended, and incorporated by reference herein.
(6) Previously filed as Exhibit 4.3 to our registration statement on Form S-1/A filed on November 20, 1998 (No. 333-47495), as amended, and incorporated by reference herein.
(7) Previously filed as Exhibit 4.4 to our quarterly report on Form 10-Q, for the quarter ended May 2, 1999 filed on June 15, 1999 (No. 000-23985), and incorporated by reference herein.
(8) Previously filed as Exhibit 10.1 to our registration statement on Form S-1 filed on March 23, 1999 (Registration No. 333-74905)6, 1998 (No. 333-47495), as amended, and incorporated herein by reference.
4.3* Form of Senior Debt Indenture to be entered into between NVIDIA and
Chase Manhattan Bank and Trust Company, N.A.
4.4* Form of Subordinated Debt Indenture to be entered between NVIDIA and
Chase Manhattan Bank and Trust Company, N.A.
4.5* Form of Senior Note.
4.6* Form of Subordinated Note.
reference herein.

II-1

Exhibit
Number Description of Document
------- -----------------------

5.1 Opinion of Cooley Godward LLP.
10.1* Lease between NVIDIA and Sobrato Interests III for Building A, dated
April 4, 2000.
10.2* Lease between NVIDIA and Sobrato Interests III for Building B, dated
April 4, 2000.
10.3* Lease between NVIDIA and Sobrato Interests III for Building C, dated
April 4, 2000.
10.4* Lease between NVIDIA and Sobrato Interests III for Building D, dated
April 4, 2000.
12.1 Calculation of Ratio of Earnings to Fixed Charges.
23.1 Consent of KPMG LLP.
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
25.1 Statement of Eligibility and Qualification on Form T-1 of trustee to
act as trustee under indenture.
(9) Filed herewith.

- --------
* Previously filed as an exhibit
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to ourthis registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high and of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed on March 29, 2000 (Registration Statement No. 333-33560with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and incorporated hereinthe offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(3) To remove from registration by reference).

Item 17. Undertakingsmeans of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant'sregistrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof.
(c) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under section 305(b)(2) of the Trust Indenture Act.
II-3
(d) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, described in Item 15 or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
(e) The undersigned registrant undertakes to file an applicationthat: (1) for the purposepurposes of determining the eligibility of the trustee to actany liability under subsection (a) of
Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.

The undersigned registrant further undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, (ii) to reflect in the information omitted from the form of prospectus any facts or events arising after the
effective datefiled as part of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, representreliance upon Rule 430A and contained in a fundamental change in the information set
forth in the registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be
reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20 percent change in the
maximum

II-2

aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement, and

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;

provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply
if the registration statement is on Forms S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13Rule 424(b)(1) or 15(d)(4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of the Securities Exchange Actregistration statement as of 1934 that are incorporated by
reference in the registration statement.time it was declared effective; and (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initialbona fide offering thereof; and

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

II-3
thereof.
II-4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, County of Santa Clara, State of California on September 29, 2000.

NVIDIA Corporation

/s/ Jen-Hsun Huang
By: _________________________________
Jen-Hsun Huang
Chief Executive Officer

Know all Persons By These Presents, that eachDecember 19, 2003.
NVIDIA CORPORATION
By: /s/ JEN-HSUN HUANG
Jen-Hsun Huang
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Christine Hoberg and each or
both of them,Marvin D. Burkett his true and lawful attorney-in-fact and agent, each acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any andor all amendments (including post-
effective amendmentspost-effective amendments) to the Registration Statement on Form S-3, and registration statements filed pursuant to Rule 462)
to thisany registration statement filed under Rule 462 under the Securities Act of 1933, as amended, and to file the same, with all exhibits thereto, and otherall documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-factattorney-in-fact and agents, and each
of them,agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith,and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-factattorney-in-fact and agents, or any of them,agent, or his substitutessubstitute or substitute,substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated.

indicated:
Signature
Title
Date
--------- ----- ----

/s/
/s/ JEN-HSUN HUANG
Jen-Hsun Huang President, Chief Executive September 29, 2000
____________________________________ Officer and Director
Jen-Hsun Huang (Principal(Principal Executive Officer)
/s/ Christine B. Hoberg December 19, 2003
/s/ MARVIN D. BURKETT
Marvin D. Burkett Chief Financial Officer September 29, 2000
____________________________________ (Principal(Principal Financial and Christine B. Hoberg Accounting Officer)
/s/ December 19, 2003
/s/ TENCH COXE
Tench Coxe Director September 29, 2000
____________________________________
Tench Coxe
December 19, 2003
/s/ JAMES C. GAITHER
James C. Gaither Director
____________________________________
December 19, 2003
/s/ HARVEY C. JONES
Harvey C. Jones Jr.
Director
____________________________________
December 19, 2003
/s/ WILLIAM J. MILLER
William J. Miller Director December 19, 2003
/s/ A. BROOKE SEAWELL
A. Brooke Seawell Director December 19, 2003
/s/ MARK A. STEVENS
Mark A. Stevens Director
____________________________________
A. Brooke Seawell
/s/ James C. Gaither Director December 19, 2003
II-5
EXHIBITS INDEX
Exhibit
Number
Description of the Document
1.1 Underwriting Agreement. (1)
4.1 Amended and Restated Certificate of Incorporation. (2)
4.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation. (3)
4.3 Bylaws, as amended. (4)
4.4 Specimen Stock Certificate. (5)
4.5 Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. (1)
4.6 Second Amended and Restated Investors’ Rights Agreement, dated August 19, 1997 between the Company and the parties indicated thereto and First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated July 22, 1998. (6)
4.7 Second Amendment to Second Amended and Restated Investors’ Rights Agreement, dated April 12, 1999. (7)
4.8 Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers. (8)
4.9 Form of Senior Debt Indenture. (9)
4.10 Form of Subordinated Debt Indenture. (9)
4.11 Form of Senior Note. (1)
4.12 Form of Subordinated Note. (1)
4.13 Form of Common Stock Warrant Agreement and Warrant Certificate. (9)
4.14 Form of Preferred Stock Warrant Agreement and Warrant Certificate. (9)
4.15 Form of Debt Securities Warrant Agreement and Warrant Certificate. (9)
5.1 Opinion of Cooley Godward LLP. (9)
12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. (9)
23.1 Consent of KPMG LLP. (9)
23.2 Consent of Cooley Godward LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included in the signature page).
25.1 Statement of Eligibility of Trustee Under Senior Debt Indenture. (9)
25.2 Statement of Eligibility of Trustee Under Subordinated Debt Indenture. (9)
(1) To be filed by amendment or as an exhibit to a current report of the registrant on Form 8-K and incorporated herein by reference.
(2) Previously filed as Exhibit 4.1 to our registration statement on Form S-8 filed on March 23, 1999 (No. 333-74905) and incorporated by reference herein.
(3) Previously filed as Exhibit 3.4 to our quarterly report on Form 10-Q for the quarter ended July 28, 2002, filed on September 10, 2002 (No. 000-23985), and incorporated by reference herein.
(4) Previously filed as Exhibit 3.1 to our quarterly report on Form 10-Q for the quarter ended July 29, 2000
____________________________________
James C. Gaither
/s/ William J. Miller Director2001, filed on September 29, 2000
____________________________________
William J. Miller
10, 2001 (No. 000-23985), and incorporated by reference herein.

II-4

~~Title~~
(1)	There are being registered hereunder such indeterminate number of ~~Class~~shares of common stock and preferred stock, such indeterminate number of warrants to purchase common stock, preferred stock or debt securities and such indeterminate principal amount of debt securities as shall have an aggregate initial offering price not to exceed $500,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $500,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered also include such indeterminate amounts and numbers of common stock, preferred stock and debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities.

(5)	Previously filed as Exhibit 4.2 to our registration statement on Form S-1/A filed on April 24, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(6)	Previously filed as Exhibit 4.3 to our registration statement on Form S-1/A filed on November 20, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(7)	Previously filed as Exhibit 4.4 to our quarterly report on Form 10-Q, for the quarter ended May 2, 1999 filed on June 15, 1999 (No. 000-23985), and incorporated by reference herein.

(8)	Previously filed as Exhibit 10.1 to our registration statement on Form S-1 filed on March 6, 1998 (No. 333-47495), as amended, and incorporated by reference herein.

(9)	Filed herewith.

Delaware		94-3177549
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification Number)


Title of Each Class of Securities To Be Registered (1)	Proposed Maximum Aggregate Offering Price (2)		Amount of Registration Fee (3)

Common Stock, par value $0.001 per share		—		—
Preferred Stock, par value $0.001 per share		—		—
Warrants		—		—
Debt Securities		—		—
Total	$	500,000,000	$	40,450

		Page
ABOUT THIS PROSPECTUS		i
NVIDIA CORPORATION		1
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		2
FORWARD-LOOKING STATEMENTS		2
THE SECURITIES WE MAY OFFER		2
RATIO OF EARNINGS TO FIXED CHARGES		4
USE OF PROCEEDS		4
DESCRIPTION OF CAPITAL STOCK		5
DESCRIPTION OF DEBT SECURITIES		8
DESCRIPTION OF WARRANTS		14
LEGAL OWNERSHIP OF SECURITIES		16
PLAN OF DISTRIBUTION		19
LEGAL MATTERS		20
EXPERTS		20
WHERE YOU CAN FIND MORE INFORMATION		20

	Year Ended										Nine Months Ended
	January 31, 1999		January 30, 2000		January 28, 2001		January 27, 2002		January 26, 2003		October 27, 2002		October 26, 2003
	(in thousands, except ratio of earnings)
Fixed Charges:
Interest expensed and debt cost amortization	$	291	$	332	$	4,852	$	16,173	$	16,467	$	12,318	$	11,915
Estimate of interest within rental expense		513		825		1,032		4,565		8,445		6,343		6,481

Total Fixed Charges	$	804	$	1,157	$	5,884	$	20,738	$	24,912	$	18,661	$	18,396

Earnings:
Pre-tax gain (loss) from continuing operations	$	4,487	$	60,371	$	144,808	$	252,749	$	150,557	$	77,791	$	60,424
Fixed charges		804		1,157		5,884		20,738		24,912		18,661		18,396

Total earnings (loss) for computation of ratio	$	5,291	$	61,528	$	150,692	$	273,487	$	175,469	$	96,452	$	78,820

Ratio of earnings to fixed charges		6.58		53.16		25.61		13.19		7.04		5.17		4.28

Registration fee	$	40,450
Legal fees and expenses	$	25,000
Accounting fees and expenses	$	35,000
Printing expenses	$	20,000
Miscellaneous	$	4,550

TOTAL	$	125,000

Exhibit Number		Description of the Document ~~------- -----------------------~~ ~~1.1* Form of~~

1.1		Underwriting ~~Agreement for common stock. 1.2* Form of Underwriting Agreement for debt securities.~~ Agreement. (1)

4.1		Amended and Restated Certificate of Incorporation. ~~Filed~~(2)

4.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation. (3)

4.3		Bylaws, as amended. (4)

4.4		Specimen Stock Certificate. (5)

4.5		Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. (1)

4.6		Second Amended and Restated Investors’ Rights Agreement, dated August 19, 1997 between the Company and the parties indicated thereto and First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated July 22, 1998. (6)

4.7		Second Amendment to Second Amended and Restated Investors’ Rights Agreement, dated April 12, 1999. (7)

4.8		Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers. (8)

4.9		Form of Senior Debt Indenture. (9)

4.10		Form of Subordinated Debt Indenture. (9)

4.11		Form of Senior Note. (1)

4.12		Form of Subordinated Note. (1)

4.13		Form of Common Stock Warrant Agreement and Warrant Certificate. (9)

4.14		Form of Preferred Stock Warrant Agreement and Warrant Certificate. (9)

4.15		Form of Debt Securities Warrant Agreement and Warrant Certificate. (9)

5.1		Opinion of Cooley Godward LLP. (9)

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges. (9)

23.1		Consent of KPMG LLP. (9)

23.2		Consent of Cooley Godward LLP (included in Exhibit 5.1).

24.1		Power of Attorney (included in the signature page).

25.1		Statement of Eligibility of Trustee Under Senior Debt Indenture. (9)

25.2		Statement of Eligibility of Trustee Under Subordinated Debt Indenture. (9)

NVIDIA CORPORATION

By:		/s/ JEN-HSUN HUANG

		Jen-Hsun Huang President and Chief Executive Officer

Signature	Title	Date ~~--------- ----- ----~~ ~~/s/~~

/s/ JEN-HSUN HUANG Jen-Hsun Huang	President, Chief Executive ~~September 29, 2000 ____________________________________~~ Officer and Director ~~Jen-Hsun Huang (Principal~~(Principal Executive Officer) ~~/s/ Christine B. Hoberg~~	December 19, 2003

/s/ MARVIN D. BURKETT Marvin D. Burkett	Chief Financial Officer ~~September 29, 2000 ____________________________________ (Principal~~(Principal Financial and ~~Christine B. Hoberg~~ Accounting Officer) ~~/s/~~	December 19, 2003

/s/ TENCH COXE Tench Coxe	Director ~~September 29, 2000 ____________________________________ Tench Coxe~~	December 19, 2003

/s/ JAMES C. GAITHER James C. Gaither	Director ~~____________________________________~~	December 19, 2003

/s/ HARVEY C. JONES Harvey C. Jones ~~Jr.~~	Director ~~____________________________________~~	December 19, 2003

/s/ WILLIAM J. MILLER William J. Miller	Director	December 19, 2003

/s/ A. BROOKE SEAWELL A. Brooke Seawell	Director	December 19, 2003

/s/ MARK A. STEVENS Mark A. Stevens	Director ~~____________________________________ A. Brooke Seawell /s/ James C. Gaither Director~~	December 19, 2003

Exhibit Number		Description of the Document

1.1		Underwriting Agreement. (1)

4.1		Amended and Restated Certificate of Incorporation. (2)

4.2		Certificate of Amendment of Amended and Restated Certificate of Incorporation. (3)

4.3		Bylaws, as amended. (4)

4.4		Specimen Stock Certificate. (5)

4.5		Specimen Preferred Stock Certificate and Form of Certificate of Designation of Preferred Stock. (1)

4.6		Second Amended and Restated Investors’ Rights Agreement, dated August 19, 1997 between the Company and the parties indicated thereto and First Amendment to Second Amended and Restated Investors’ Rights Agreement, dated July 22, 1998. (6)

4.7		Second Amendment to Second Amended and Restated Investors’ Rights Agreement, dated April 12, 1999. (7)

4.8		Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers. (8)

4.9		Form of Senior Debt Indenture. (9)

4.10		Form of Subordinated Debt Indenture. (9)

4.11		Form of Senior Note. (1)

4.12		Form of Subordinated Note. (1)

4.13		Form of Common Stock Warrant Agreement and Warrant Certificate. (9)

4.14		Form of Preferred Stock Warrant Agreement and Warrant Certificate. (9)

4.15		Form of Debt Securities Warrant Agreement and Warrant Certificate. (9)

5.1		Opinion of Cooley Godward LLP. (9)

12.1		Statement of Computation of Ratio of Earnings to Fixed Charges. (9)

23.1		Consent of KPMG LLP. (9)

23.2		Consent of Cooley Godward LLP (included in Exhibit 5.1).

24.1		Power of Attorney (included in the signature page).

25.1		Statement of Eligibility of Trustee Under Senior Debt Indenture. (9)

25.2		Statement of Eligibility of Trustee Under Subordinated Debt Indenture. (9)