Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________________________________________________________________________________
FORM 10-K
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    For the fiscal year ended January 28, 2024
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-23985
 
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
94-3177549
(State or other jurisdiction of
(I.R.S. Employer
incorporation or organization)
Identification No.)
   2788 San Tomas Expressway, Santa Clara, California
95051
  (Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (408) 486-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock, $0.001 par value per share
NVDA
The Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes ☐ No ☒
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of
“large accelerated filer," “accelerated filer," “smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
☐
Emerging growth company
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided

pursuant to Section 13(a) of the Exchange Act.    ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of
the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously
issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during
the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐ No ☒ 
The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 28, 2023 was approximately $1.1 trillion (based on the closing sales price of the registrant's common stock as
reported by the Nasdaq Global Select Market on July 28, 2023). This calculation excludes 105 million shares held by directors and executive officers of the registrant. This calculation does not exclude shares
held by such organizations whose ownership exceeds 5% of the registrant's outstanding common stock that have represented to the registrant that they are registered investment advisers or investment
companies registered under section 8 of the Investment Company Act of 1940.
The number of shares of common stock outstanding as of February 16, 2024 was 2.5 billion.
DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its 2024 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the
end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

NVIDIA Corporation
 
Page
 
Part I
 
Item 1.
Business
 4
Item 1A.
Risk Factors
 13
Item 1B.
Unresolved Staff Comments
 31
Item 1C
Cybersecurity
 31
Item 2.
Properties
 32
Item 3.
Legal Proceedings
 32
Item 4.
Mine Safety Disclosures
 32
 
Part II
 
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
 32
Item 6.
[Reserved]
33
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 34
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
 43
Item 8.
Financial Statements and Supplementary Data
 44
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
 44
Item 9A.
Controls and Procedures
 44
Item 9B.
Other Information
 45
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
45
 
Part III
 
Item 10.
Directors, Executive Officers and Corporate Governance
 45
Item 11.

45
 
Part III
 
Item 10.
 45
Item 11.
Executive Compensation
 46
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
46
Item 13.
Certain Relationships and Related Transactions, and Director Independence
46
Item 14.
Principal Accountant Fees and Services
 46
 
Part IV
 
Item 15.
Exhibit and Financial Statement Schedules
 47
Item 16.
Form 10-K Summary
 83
Signatures
 
 84
2

Where You Can Find More Information
Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC
filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our
products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters and for complying
with our disclosure obligations under Regulation FD:
NVIDIA X Account (https://twitter.com/nvidia)
NVIDIA Corporate Blog (http://blogs.nvidia.com)
NVIDIA Facebook Page (https://www.facebook.com/nvidia)
NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)
NVIDIA Instagram Page (https://www.instagram.com/nvidia)
In addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and the blog, in
addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we
post through these channels is not a part of this Annual Report on Form 10-K. These channels may be updated from time to time on NVIDIA's investor relations
website.
Forward-Looking Statements
This Annual Report on Form 10-K contains forward-looking statements which are based on our management's beliefs and assumptions and on information
currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” and similar expressions intended to identify forward-looking

statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames
or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking
statements. We discuss many of these risks, uncertainties, and other factors in this Annual Report on Form 10-K in greater detail under the heading “Risk
Factors.” Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-
looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Annual Report on Form 10-K completely and
with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these

cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual
results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
All references to “NVIDIA,” “we,” “us,” “our,” or the “Company” mean NVIDIA Corporation and its subsidiaries.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon
information available to us as of the filing date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such
statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into,

or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these
statements.
© 2024 NVIDIA Corporation. All rights reserved.
3

Part I
Item 1. Business
Our Company
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. NVIDIA is now a full-stack computing infrastructure
company with data-center-scale offerings that are reshaping industry.
Our full-stack includes the foundational CUDA programming model that runs on all NVIDIA GPUs, as well as hundreds of domain-specific software libraries,
software development kits, or SDKs, and Application Programming Interfaces, or APIs. This deep and broad software stack accelerates the performance and
eases the deployment of NVIDIA accelerated computing for computationally intensive workloads such as artificial intelligence, or AI, model training and
inference, data analytics, scientific computing, and 3D graphics, with vertical-specific optimizations to address industries ranging from healthcare and telecom to
automotive and manufacturing.

Our data-center-scale offerings are comprised of compute and networking solutions that can scale to tens of thousands of GPU-accelerated servers
interconnected to function as a single giant computer; this type of data center architecture and scale is needed for the development and deployment of modern
AI applications.
The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it also simulates human intelligence,
enabling a deeper understanding of the physical world. Its parallel processing capabilities, supported by thousands of computing cores, are essential for deep
learning algorithms. This form of AI, in which software writes itself by learning from large amounts of data, can serve as the brain of computers, robots and self-
driving cars that can perceive and understand the world. GPU-powered AI solutions are being developed by thousands of enterprises to deliver services and

products that would have been immensely difficult or even impossible with traditional coding. Examples include generative AI, which can create new content
such as text, code, images, audio, video, and molecule structures, and recommendation systems, which can recommend highly relevant content such as
products, services, media or ads using deep neural networks trained on vast datasets that capture the user preferences.
NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, and services to create unique value for the markets we
serve. While the computing requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs and
networking and software stacks. The programmable nature of our architecture allows us to support several multi-billion-dollar end markets with the same

underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. The large and growing number
of developers and installed base across our platforms strengthens our ecosystem and increases the value of our platform to our customers.
Innovation is at our core. We have invested over $45.3 billion in research and development since our inception, yielding inventions that are essential to modern
computing. Our invention of the GPU in 1999 sparked the growth of the PC gaming market and redefined computer graphics. With our introduction of the CUDA
programming model in 2006, we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for
the emergence of modern AI. In 2012, the AlexNet neural network, trained on NVIDIA GPUs, won the ImageNet computer image recognition competition,

marking the “Big Bang” moment of AI. We introduced our first Tensor Core GPU in 2017, built from the ground-up for the new era of AI, and our first autonomous
driving system-on-chips, or SoC, in 2018. Our acquisition of Mellanox in 2020 expanded our innovation canvas to include networking and led to the introduction
of a new processor class – the data processing unit, or DPU. Over the past 5 years, we have built full software stacks that run on top of our GPUs and CUDA to
bring AI to the world’s largest industries, including NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, and Omniverse for industrial digitalization;
and introduced the NVIDIA AI Enterprise software – essentially an operating system for enterprise AI applications. In 2023, we introduced our first data center
CPU, Grace, built for giant-scale AI and high-performance computing. With a strong engineering culture, we drive fast, yet harmonized, product and technology

innovations in all dimensions of computing including silicon, systems, networking, software and algorithms. More than half of our engineers work on software.
The world’s leading cloud service providers, or CSPs, and consumer internet companies use our data center-scale accelerated computing platforms to enable,
accelerate or enrich the services they deliver to billions of end users, including AI solutions and assistants, search, recommendations, social networking, online
shopping, live video, and translation.
Enterprises and startups across a broad range of industries use our accelerated computing platforms to build new generative AI-enabled products and services,
or to dramatically accelerate and reduce the costs of their workloads and workflows. The enterprise software industry uses them for new AI assistants and
chatbots; the transportation industry for autonomous driving; the healthcare industry for accelerated and computer-aided drug discovery; and the financial

Researchers and developers use our computing solutions to accelerate a wide range of important applications, from simulating molecular dynamics to climate
forecasting. With support for more than 3,500 applications, NVIDIA computing enables some of the most promising areas of discovery, from climate prediction to
materials science and from wind tunnel simulation to genomics. Including GPUs and networking, NVIDIA powers over 75% of the supercomputers on the global
TOP500 list, including 24 of the top 30 systems on the Green500 list.
Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. In addition to serving the growing number of gamers, the market for PC
GPUs is expanding because of the burgeoning population of live streamers, broadcasters, artists, and creators. With the advent of generative AI, we expect a

broader set of PC users to choose NVIDIA GPUs for running generative AI applications locally on their PC, which is critical for privacy, latency, and cost-sensitive
Professional artists, architects and designers use NVIDIA partner products accelerated with our GPUs and software platform for a range of creative and design
use cases, such as creating visual effects in movies or designing buildings and products. In addition, generative AI is expanding the market for our workstation-
class GPUs, as more enterprise customers develop and deploy AI applications with their data on-premises.
Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.
Our Businesses
We report our business results in two segments.
The Compute & Networking segment is comprised of our Data Center accelerated computing platforms and end-to-end networking platforms including Quantum

for InfiniBand and Spectrum for Ethernet; our NVIDIA DRIVE automated-driving platform and automotive development agreements; Jetson robotics and other
embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud software and services.
The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure; Quadro/NVIDIA
RTX GPUs for enterprise workstation graphics; virtual GPU, or vGPU, software for cloud-based visual and virtual computing; automotive platforms for
infotainment systems; and Omniverse Enterprise software for building and operating metaverse and 3D internet applications.
Our Markets
We specialize in markets where our computing platforms can provide tremendous acceleration for applications. These platforms incorporate processors,
interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data

Center, Gaming, Professional Visualization, and Automotive.
Data Center
The NVIDIA Data Center platform is focused on accelerating the most compute-intensive workloads, such as AI, data analytics, graphics and scientific
computing, delivering significantly better performance and power efficiency relative to conventional CPU-only approaches. It is deployed in cloud, hyperscale,
on-premises and edge data centers. The platform consists of compute and networking offerings typically delivered to customers as systems, subsystems, or
modules, along with software and services.
Our compute offerings include supercomputing platforms and servers, bringing together our energy efficient GPUs, DPUs, interconnects, and fully optimized AI
and high-performance computing, or HPC, software stacks. In addition, they include NVIDIA AI Enterprise software; our DGX Cloud service; and a growing body
of acceleration libraries, APIs, SDKs, and domain-specific application frameworks.

Our networking offerings include end-to-end platforms for InfiniBand and Ethernet, consisting of network adapters, cables, DPUs, and switch systems, as well as
a full software stack. This has enabled us to architect data center-scale computing platforms that can interconnect thousands of compute nodes with high-
performance networking. While historically the server was the unit of computing, as AI and HPC workloads have become extremely large spanning thousands of
compute nodes, the data center has become the new unit of computing, with networking as an integral part.
Our end customers include the world’s leading public cloud and consumer internet companies, thousands of enterprises and startups, and public sector entities.
We work with industry leaders to help build or transform their applications and data center infrastructure. Our direct customers include original equipment

manufacturers, or OEMs, original device manufacturers, or ODMs, system integrators and distributors which we partner with to help bring our products to
market. We also have partnerships in automotive, healthcare, financial services, manufacturing, and retail among others, to accelerate the adoption of AI.
5

At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as the training and inferencing of neural
networks. They are available in the NVIDIA accelerated computing platform and in industry standard servers from every major cloud provider and server maker.
Beyond GPUs, our data center platform expanded to include DPUs in fiscal year 2022 and CPUs in fiscal year 2024. We can optimize across the entire
computing, networking and storage stack to deliver data center-scale computing solutions.
While our approach starts with powerful chips, what makes it a full-stack computing platform is our large body of software, including the CUDA parallel
programming model, the CUDA-X collection of acceleration libraries, APIs, SDKs, and domain-specific application frameworks.

In addition to software delivered to customers as an integral part of our data center computing platform, we offer paid licenses to NVIDIA AI Enterprise, a
comprehensive suite of enterprise-grade AI software and NVIDIA vGPU software for graphics-rich virtual desktops and workstations.
In fiscal year 2024, we launched the NVIDIA DGX Cloud, an AI-training-as-a-service platform which includes cloud-based infrastructure and software for AI,
customizable pretrained AI models, and access to NVIDIA experts. We have partnered with leading cloud service providers to host this service in their data
centers.
Gaming
Gaming is the largest entertainment industry, with PC gaming as the predominant platform. Many factors propel its growth, including new high production value
games and franchises, the continued rise of competitive gaming, or eSports, social connectivity and the increasing popularity of game streamers, modders, or
gamers who remaster games, and creators.

Our gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother, higher quality graphics. We developed
NVIDIA RTX to bring next generation graphics and AI to games. NVIDIA RTX features ray tracing technology for real-time, cinematic-quality rendering. Ray
tracing, which has long been used for special effects in the movie industry, is a computationally intensive technique that simulates the physical behavior of light
to achieve greater realism in computer-generated scenes. NVIDIA RTX also features deep learning super sampling, or NVIDIA DLSS, our AI technology that
boosts frame rates while generating beautiful, sharp images for games. RTX GPUs will also accelerate a new generation of AI applications. With an installed
base of over 100 million AI capable PCs, more than 500 RTX AI-enabled applications and games, and a robust suite of development tools, RTX is already the AI
PC leader.

PC leader.
Our products for the gaming market include GeForce RTX and GeForce GTX GPUs for gaming desktop and laptop PCs, GeForce NOW cloud gaming for
playing PC games on underpowered devices, as well as SoCs and development services for game consoles.
Professional Visualization
We serve the Professional Visualization market by working closely with independent software vendors, or ISVs, to optimize their offerings for NVIDIA GPUs. Our
GPU computing platform enhances productivity and introduces new capabilities for critical workflows in many fields, such as design and manufacturing and
digital content creation. Design and manufacturing encompass computer-aided design, architectural design, consumer-products manufacturing, medical
instrumentation, and aerospace. Digital content creation includes professional video editing and post-production, special effects for films, and broadcast-
television graphics.

The NVIDIA RTX platform makes it possible to render film-quality, photorealistic objects and environments with physically accurate shadows, reflections and
refractions using ray tracing in real-time. Many leading 3D design and content creation applications developed by our ecosystem partners now support RTX,
allowing professionals to accelerate and transform their workflows with NVIDIA RTX GPUs and software.
We offer NVIDIA Omniverse as a development platform and operating system for building virtual world simulation applications, available as a software
subscription for enterprise use and free for individual use. Industrial enterprises are adopting Omniverse’s 3D and simulation technologies to digitalize their
complex physical assets, processes, and environments – building digital twins of factories, real time 3D product configurators, testing and validating autonomous

robots and vehicles, powered by NVIDIA accelerated computing infrastructure on-premises and in the cloud.
Automotive
Automotive market is comprised of platform solutions for automated driving and in-vehicle cockpit computing. Leveraging our technology leadership in AI and
building on our long-standing automotive relationships, we are delivering a complete end-to-end solution for the AV market under the DRIVE Hyperion brand. We
have demonstrated multiple applications of AI within the car: AI can drive the car itself as a pilot in fully autonomous mode or it can also be a co-pilot, assisting
the human driver while creating a safer driving experience.
6

We are working with several hundred partners in the automotive ecosystem including automakers, truck makers, tier-one suppliers, sensor manufacturers,
automotive research institutions, HD mapping companies, and startups to develop and deploy AI systems for self-driving vehicles. Our unified AI computing
architecture starts with training deep neural networks using our Data Center computing solutions, and then running a full perception, fusion, planning, and control
stack within the vehicle on the NVIDIA DRIVE Hyperion platform. DRIVE Hyperion consists of the high-performance, energy efficient DRIVE AGX computing
hardware, a reference sensor set that supports full self-driving capability as well as an open, modular DRIVE software platform for autonomous driving, mapping,
and parking services, and intelligent in-vehicle experiences.

In addition, we offer a scalable data center-based simulation solution, NVIDIA DRIVE Sim, based on NVIDIA Omniverse software, for digital cockpit
development, as well as for testing and validating a self-driving platform. Our unique end-to-end, software-defined approach is designed for continuous
innovation and continuous development, enabling cars to receive over-the-air updates to add new features and capabilities throughout the life of a vehicle.
Business Strategies
NVIDIA’s key strategies that shape our overall business approach include:
Advancing the NVIDIA accelerated computing platform. Our accelerated computing platform can solve complex problems in significantly less time and with
lower power consumption than alternative computational approaches. Indeed, it can help solve problems that were previously deemed unsolvable. We work to

deliver continued performance leaps that outpace Moore’s Law by leveraging innovation across the architecture, chip design, system, interconnect, and software
layers. This full-stack innovation approach allows us to deliver order-of-magnitude performance advantages relative to legacy approaches in our target markets,
which include Data Center, Gaming, Professional Visualization, and Automotive. While the computing requirements of these end markets are diverse, we
address them with a unified underlying architecture leveraging our GPUs, CUDA and networking technologies as the fundamental building blocks. The
programmable nature of our architecture allows us to make leveraged investments in research and development: we can support several multi-billion-dollar end
markets with shared underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. We utilize
this platform approach in each of our target markets.

Extending our technology and platform leadership in AI. We provide a complete, end-to-end accelerated computing platform for AI, addressing both training
and inferencing. This includes full-stack data center-scale compute and networking solutions across processing units, interconnects, systems, and software. Our
compute solutions include all three major processing units in AI servers – GPUs, CPUs, and DPUs. GPUs are uniquely suited to AI, and we will continue to add
AI-specific features to our GPU architecture to further extend our leadership position. In addition, we offer DGX Cloud, an AI-training-as-a-service platform, and
NeMo – a complete solution for building enterprise-ready Large Language Models, or LLMs, using open source and proprietary LLMs created by NVIDIA and
third parties. Our AI technology leadership is reinforced by our large and expanding ecosystem in a virtuous cycle. Our computing platforms are available from

virtually every major server maker and CSP, as well as on our own AI supercomputers. There are over 4.7 million developers worldwide using CUDA and our
other software tools to help deploy our technology in our target markets. We evangelize AI through partnerships with hundreds of universities and thousands of
startups through our Inception program. Additionally, our Deep Learning Institute provides instruction on the latest techniques on how to design, train, and deploy
neural networks in applications using our accelerated computing platform.
Extending our technology and platform leadership in computer graphics. We believe that computer graphics infused with AI is fundamental to the
continued expansion and evolution of computing. We apply our research and development resources to enhance the user experience for consumer
entertainment and professional visualization applications and create new virtual world and simulation capabilities. Our technologies are instrumental in driving

the gaming, design, and creative industries forward, as developers leverage our libraries and algorithms to deliver an optimized experience on our GeForce and
NVIDIA RTX platforms. Our computer graphics platforms leverage AI end-to-end, from the developer tools and cloud services to the Tensor Cores included in all
RTX-class GPUs. For example, NVIDIA Avatar Cloud Engine, or ACE, is a suite of technologies that help developers bring digital avatars to life with generative
AI, running in the cloud or locally on the PC. GeForce Experience enhances each gamer’s experience by optimizing their PC’s settings, as well as enabling the
recording and sharing of gameplay. Our Studio drivers enhance and accelerate a number of popular creative applications. Omniverse is real-time 3D design
collaboration and virtual world simulation software that empowers artists, designers, and creators to connect and collaborate in leading design applications. We

also enable interactive graphics applications - such as games, movie and photo editing and design software - to be accessed by almost any device, almost
anywhere, through our cloud platforms such as vGPU for enterprise and GeForce NOW for gaming.
Advancing the leading autonomous vehicle platform. We believe the advent of autonomous vehicles, or AV, and electric vehicles, or EV, is revolutionizing
the transportation industry. The algorithms required for autonomous driving - such as perception, localization, and planning - are too complex for legacy hand-
coded approaches and will use multiple neural networks instead. In addition, EV makers are looking for next-generation centralized car computers that integrate
a wide range of intelligent functions into a single AI compute platform. Therefore, we provide an AI-based hardware and software solution, designed and

implemented from the ground up based on automotive safety standards, for the AV and EV market under the DRIVE brand, which we are bringing to market
through our partnerships with automotive OEMs,
7

tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based hardware required to train the neural networks before their in-vehicle deployment,
as well as to re-simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end approach will
enable the transportation industry to solve the complex problems arising from the shift to autonomous driving.
Leveraging our intellectual property, or IP. We believe our IP is a valuable asset that can be accessed by our customers and partners through license and
development agreements when they desire to build such capabilities directly into their own products or have us do so through a custom development. Such
license and development arrangements can further enhance the reach of our technology.
Sales and Marketing

Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platforms
and software. Our sales and marketing teams, located across our global markets, work closely with end customers and various industry ecosystems through our
partner network. Our partner network incorporates global, regional and specialized CSPs, OEMs, ODMs, system integrators, independent software vendors, or
ISVs, add-in board manufacturers, or AIBs, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem participants.
Members of our sales team have technical expertise and product and industry knowledge. We also employ a team of application engineers and solution
architects to provide pre-sales assistance to our partner network in designing, testing, and qualifying system designs that incorporate our platforms. For

example, our solution architects work with CSPs to provide pre-sales assistance to optimize their hardware and software infrastructure for generative AI and LLM
training and deployment. They also work with foundation model and enterprise software developers to optimize the training and fine-tuning of their models and
services, and with enterprise end-users, often in collaboration with their global system integrator of choice, to fine-tune models and build AI applications. We
believe that the depth and quality of our design support are key to improving our partner network’s time-to-market, maintaining a high level of customer
satisfaction, and fostering relationships that encourage our end customers and partner network to use the next generation of our products within each platform.
To encourage the development of applications optimized for our platforms and software, we seek to establish and maintain strong relationships in the software

development community. Engineering and marketing personnel engage with key software developers to promote and discuss our platforms, as well as to
ascertain individual product requirements and solve technical problems. Our developer program supports the development of AI frameworks, SDKs, and APIs for
software applications and game titles that are optimized for our platforms. Our Deep Learning Institute provides in-person and online training for developers in
industries and organizations around the world to build AI and accelerated computing applications that leverage our platforms.
Seasonality
Our computing platforms serve a diverse set of markets such as data centers, gaming, professional visualization, and automotive. Our desktop gaming products
typically see stronger revenue in the second half of our fiscal year. Historical seasonality trends may not repeat.
Manufacturing

We utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all phases of the manufacturing process,
including wafer fabrication, assembly, testing, and packaging. We use the expertise of industry-leading suppliers that are certified by the International
Organization for Standardization in such areas as fabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of
the significant costs and risks associated with owning and operating manufacturing operations. While we may directly procure certain raw materials used in the
production of our products, such as memory, substrates, and a variety of components, our suppliers are responsible for procurement of most raw materials used
in the production of our products. As a result, we can focus our resources on product design, quality assurance, marketing, and customer support. In periods of

growth, we may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums, or provide
deposits to secure future supply and capacity and may need to continue to do so.
We have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned with
growing customer demand. Our supply chain is concentrated in the Asia-Pacific region. We utilize foundries, such as Taiwan Semiconductor Manufacturing
Company Limited, or TSMC, and Samsung Electronics Co., Ltd., or Samsung, to produce our semiconductor wafers. We purchase memory from Micron
Technology, Inc., SK Hynix Inc., and Samsung. We utilize CoWoS technology for semiconductor packaging. We engage with independent subcontractors and
contract manufacturers such as Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet to perform assembly, testing and packaging of our final
products.
8

Competition
The market for our products is intensely competitive and is characterized by rapid technological change and evolving industry standards. We believe that the
principal competitive factors in this market are performance, breadth of product offerings, access to customers and partners and distribution channels, software
support, conformity to industry standard APIs, manufacturing capabilities, processor pricing, and total system costs. We believe that our ability to remain
competitive will depend on how well we are able to anticipate the features and functions that customers and partners will demand and whether we are able to
deliver consistent volumes of our products at acceptable levels of quality and at competitive prices. We expect competition to increase from both existing
competitors and new market entrants with products that may be lower priced than ours or may provide better performance or additional features not provided by

our products. In addition, it is possible that new competitors or alliances among competitors could emerge and acquire significant market share.
A significant source of competition comes from companies that provide or intend to provide GPUs, CPUs, DPUs, embedded SoCs, and other accelerated, AI
computing processor products, and providers of semiconductor-based high-performance interconnect products based on InfiniBand, Ethernet, Fibre Channel,
and proprietary technologies. Some of our competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be
more able to adapt to customers or technological changes. We expect an increasingly competitive environment in the future.
Our current competitors include:
•
suppliers and licensors of hardware and software for discrete and integrated GPUs, custom chips and other accelerated computing solutions, including

solutions offered for AI, such as Advanced Micro Devices, Inc., or AMD, Huawei Technologies Co. Ltd., or Huawei, and Intel Corporation, or Intel;
•
large cloud services companies with internal teams designing hardware and software that incorporate accelerated or AI computing functionality as part
of their internal solutions or platforms, such as Alibaba Group, Alphabet Inc., Amazon, Inc., or Amazon, Baidu, Inc., Huawei, and Microsoft Corporation,
or Microsoft;
•
suppliers of Arm-based CPUs and companies that incorporate hardware and software for CPUs as part of their internal solutions or platforms, such as
Amazon, Huawei, and Microsoft;
•
suppliers of hardware and software for SoC products that are used in servers or embedded into automobiles, autonomous machines, and gaming
devices, such as Ambarella, Inc., AMD, Broadcom Inc., or Broadcom, Intel, Qualcomm Incorporated, Renesas Electronics Corporation, and Samsung,

or companies with internal teams designing SoC products for their own products and services, such as Tesla, Inc.; and
•
networking products consisting of switches, network adapters (including DPUs), and cable solutions (including optical modules) include such as AMD,
Arista Networks, Broadcom, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Huawei, Intel, Lumentum Holdings, and Marvell Technology
Group as well as internal teams of system vendors and large cloud services companies.
Patents and Proprietary Rights
We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, and licensing arrangements to
protect our IP in the United States and internationally. Our currently issued patents have expiration dates from February 2024 to August 2043. We have
numerous patents issued, allowed, and pending in the United States and in foreign jurisdictions. Our patents and pending patent applications primarily relate to

our products and the technology used in connection with our products. We also rely on international treaties, organizations, and foreign laws to protect our IP.
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 IP rights to the same extent as the laws of the United States. This decreased protection makes the possibility of piracy of our technology and products more
likely. We continuously assess whether and where to seek formal protection for innovations and technologies based on such factors as:
•
the location in which our products are manufactured;
•
our strategic technology or product directions in different countries;
•
the degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and
•
the commercial significance of our operations and our competitors' operations in particular countries and regions.

We have licensed technology from third parties and expect to continue entering such license agreements.
9

Government Regulations
Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of foreign governments.
During the third quarter of fiscal year 2023, the U.S. government, or the USG, announced licensing requirements that, with certain exceptions, impact exports to
China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or
H100 integrated circuits.
In July 2023, the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other
regions, including some countries in the Middle East.
In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to

China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our
products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to
the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5,
including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100,
H800, and L40S products.
Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in
the USG’s export controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the

export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our
business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement
products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the
Middle East.
While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia-Pacific region, new and existing export
controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to “Item 1A. Risk Factors
– Risks Related to Regulatory, Legal, Our Stock and Other Matters” for a discussion of this potential impact.

Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, results of operations, or competitive position
and we do not currently anticipate material capital expenditures for environmental control facilities. Compliance with existing or future governmental regulations,
including, but not limited to, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption, business
acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, competition and antitrust, advertising, employment, product
regulations, cybersecurity, environmental, health and safety requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could
increase our costs, impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition and results of

operations in subsequent periods. Refer to “Item 1A. Risk Factors” for a discussion of these potential impacts.
Sustainability and Governance
NVIDIA invents computing technologies that improve lives and address global challenges. Our goal is to integrate sound environmental, social, and corporate
governance principles and practices into every aspect of the Company. The Nominating and Corporate Governance Committee of our Board of Directors is
responsible for reviewing and discussing with management our practices related to sustainability and corporate governance. We assess our programs annually
in consideration of stakeholder expectations, market trends, and business risks and opportunities. These issues are important for our continued business
success and reflect the topics of highest concern to NVIDIA and our stakeholders.
The following section and the Human Capital Management Section below provide an overview of our principles and practices. More information can be found on

our website and in our annual Sustainability Report. Information contained on our website or in our annual Sustainability Report is not incorporated by reference
into this or any other report we file with the Securities and Exchange Commission, or the SEC. Refer to “Item 1A. Risk Factors” for a discussion of risks and
uncertainties we face related to sustainability.
Climate Change
In the area of environmental sustainability, we address our climate impacts across our product lifecycle and assess risks, including current and emerging
regulations and market impacts.
In May 2023, we published metrics related to our environmental impact for fiscal year 2023. Fiscal year 2024 metrics are expected to be published in the first
half of fiscal year 2025. There has been no material impact to our capital expenditures, results of operations or competitive position associated with global

environmental sustainability regulations, compliance, or costs from sourcing renewable energy. By the end of fiscal year 2025, our goal is to purchase
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or generate enough renewable energy to match 100% of our global electricity usage for our offices and data centers. In fiscal year 2023, we increased the
percentage of our total electricity use matched by renewable energy purchases to 44%. By fiscal year 2026, we aim to engage manufacturing suppliers
comprising at least 67% of NVIDIA’s scope 3 category 1 GHG emissions with goal of effecting supplier adoption of science-based targets.
Whether it is creation of technology to power next-generation laptops or designs to support high-performance supercomputers, improving energy efficiency is
important in our research, development, and design processes. GPU-accelerated computing is inherently more energy efficient than traditional computing for
many workloads because it is optimized for throughput, performance per watt, and certain AI workloads. The energy efficiency of our products is evidenced by

our continued strong presence on the Green500 list of the most energy-efficient systems. We powered 24 of the top 30 most energy efficient systems, including
the top supercomputer, on the Green500 list.
We plan to build Earth-2, a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms. Earth-2 will enable scientists, companies, and policy makers
to do ultra-high-resolution predictions of the impact of climate change and explore mitigation and adaptation strategies.
Human Capital Management
We believe that our employees are our greatest assets, and they play a key role in creating long-term value for our stakeholders. As of the end of fiscal year
2024, we had approximately 29,600 employees in 36 countries, 22,200 were engaged in research and development and 7,400 were engaged in sales,
marketing, operations, and administrative positions. The Compensation Committee of our Board of Directors assists in the oversight of policies and strategies

relating to human capital management.
To be competitive and execute our business strategy successfully, we must recruit, develop, and retain talented employees, including qualified executives,
scientists, engineers, and technical and non-technical staff.
Recruitment
As the demand for global technical talent continues to be competitive, we have grown our technical workforce and have been successful in attracting top talent
to NVIDIA. We have attracted talent globally through our strong employer brand and differentiated hiring strategies for college, professional, and leadership
talent. Our workforce is 83% technical and 49% hold advanced degrees. Additionally, we have increased focus on diversity recruiting, resulting in an increase in
global female hiring in each channel. Our own employees help to surface top talent, with over 40% of our new hires in fiscal year 2024 coming from employee
referrals.
Development and Retention

To support employee development, we provide opportunities to learn on-the-job through training courses, targeted development programs, mentoring and peer
coaching and ongoing feedback. We have a library of live and on-demand learning experiences that include workshops, panel discussions, and speaker forums.
We create learning paths focused on our most common development needs and constantly upgrade our offerings to ensure that our employees are exposed to
the most current content and technologies available. We offer tuition reimbursement programs to subsidize educational programs and advanced certifications.
We implemented a career coaching service to provide one-on-one guidance to employees, and encourage internal job mobility. We have implemented
specifically designed mentoring and development programs for women and employees from traditionally underrepresented groups to ensure widespread
readiness for future advancement.

To evaluate employee sentiment and engagement, we use pulse surveys, a suggestion box, and an anonymous third-party platform. Pulse surveys help us gain
insight into employee experience and provides employee-generated ideas so that we can take targeted action. The suggestion box is an always-on, interactive
tool where employees share their thoughts about making our company a better place to work. The anonymous third-party platform is designed to protect the
identity of the reporter and provide a mechanism for reporters to follow an investigation and receive responses.
We want NVIDIA to be a place where people can build their careers over their lifetime. Our employees tend to come and stay. In fiscal year 2024, our overall
turnover rate was 2.7%.
Compensation, Benefits, and Well-Being
Our compensation program rewards performance and is structured to encourage employees to invest in the Company’s future. Employees receive equity, except

where unavailable due to local regulations, that is tied to the value of our stock price and vests over time to retain employees while simultaneously aligning their
interests with those of our shareholders.
We offer comprehensive benefits to support our employees’ and their families’ physical health, well-being, and financial health. Programs include 401(k)
programs in the U.S., statutory and supplemental pension programs outside the U.S., our employee stock purchase program, flexible work hours, and time off
policies to address mental health, stress, and time-management challenges. We evaluate our benefit offerings globally and aim to provide comparable support
across the regions where we operate. We are committed to providing tailored benefits based on the needs of our Community Resource Groups and continuing
our support for parents, both new birth parents and those who wish to become parents.
11

Our support is enhanced during times of crisis, such as war or economic volatility, to take care of our existing team of world-class talent and their families.
Diversity, Inclusion, and Belonging
We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that supports all employees.
When recruiting for new talent or developing our current employees, we strive to build a diverse talent pipeline that includes those underrepresented in the
technology field, including women, Black/African American, and Hispanic/Latino candidates.
To this end, we have been:
•
Partnering with institutions and professional organizations serving historically underrepresented communities;
•
Embedding dedicated recruiting teams to business areas to shepherd underrepresented candidates through the interview process and find internal
opportunities;
•

•
Supporting the development of women employees through programs aimed at building a pipeline of future leaders;
•
Providing peer support and executive sponsors for our internal community resource groups;
•
Providing training and education to managers and peers on fostering supportive environments and recruiting for diversity;
•
Track equity and parity in retention, promotions, pay, and employee engagement scores; and
•
Measuring year over year progress and providing leadership visibility on diversity efforts.
As of the end of fiscal year 2024, our global workforce was 79% male, 20% female, and 1% not declared, with 6% of our workforce in the United States
composed of Black or African American and Hispanic or Latino employees.
Flexible Working Environment
We support a flexible work environment, understanding that many employees want the ability to work from home under certain conditions. This flexibility

supports diverse hiring, retention, and employee engagement, which we believe makes NVIDIA a great place to work.
During fiscal year 2025, we will continue to have a flexible work environment and maintain our company wide 2-days off a quarter for employees to rest and
recharge.
Information About Our Executive Officers
The following sets forth certain information regarding our executive officers, their ages, and positions as of February 16, 2024:
Name
Age
Position
Jen-Hsun Huang
60
President and Chief Executive Officer
Colette M. Kress
56
Executive Vice President and Chief Financial Officer
Ajay K. Puri
69
Executive Vice President, Worldwide Field Operations
Debora Shoquist
69
Executive Vice President, Operations
Timothy S. Teter
57
Executive Vice President and General Counsel
Jen-Hsun Huang co-founded NVIDIA in 1993 and has served as our President, Chief Executive Officer, and a member of the Board of Directors since our

inception. From 1985 to 1993, Mr. Huang was employed at LSI Logic Corporation, a computer chip manufacturer, where he held a variety of positions including
as Director of Coreware, the business unit responsible for LSI's SOC. From 1983 to 1985, Mr. Huang was a microprocessor designer for AMD, 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.
Colette M. Kress joined NVIDIA in 2013 as Executive Vice President and Chief Financial Officer. Prior to NVIDIA, Ms. Kress most recently served as Senior
Vice President and Chief Financial Officer of the Business Technology and Operations Finance organization at Cisco Systems, Inc., a networking equipment
company, since 2010. At Cisco, Ms. Kress was responsible for financial strategy, planning, reporting and business development for all business segments,

engineering and operations. From 1997 to 2010 Ms. Kress held a variety of positions at Microsoft, a software company, including, beginning in 2006, Chief
Financial Officer of the Server and Tools division, where Ms. Kress was responsible for financial
12

strategy, planning, reporting and business development for the division. Prior to joining Microsoft, Ms. Kress spent eight years at Texas Instruments Incorporated,
a semiconductor company, where she held a variety of finance positions. Ms. Kress holds a B.S. degree in Finance from University of Arizona and an M.B.A.
degree from Southern Methodist University.
Ajay K. Puri joined NVIDIA in 2005 as Senior Vice President, Worldwide Sales and became Executive Vice President, Worldwide Field Operations in 2009. Prior
to NVIDIA, he held positions in sales, marketing, and general management over a 22-year career at Sun Microsystems, Inc., a computing systems company. Mr.
Puri previously held marketing, management consulting, and product development positions at Hewlett-Packard, an information technology company, Booz Allen
Hamilton Inc., a management and technology consulting company, and Texas Instruments Incorporated. Mr. Puri holds a B.S.E.E. degree from the University of

Minnesota, an M.S.E.E. degree from the California Institute of Technology and an M.B.A. degree from Harvard Business School.
Debora Shoquist joined NVIDIA in 2007 as Senior Vice President of Operations and in 2009 became Executive Vice President of Operations. Prior to NVIDIA,
Ms. Shoquist served from 2004 to 2007 as Executive Vice President of Operations at JDS Uniphase Corp., a provider of communications test and measurement
solutions and optical products for the telecommunications industry. She served from 2002 to 2004 as Senior Vice President and General Manager of the Electro-
Optics business at Coherent, Inc., a manufacturer of commercial and scientific laser equipment. Previously, she worked at Quantum Corp., a data protection
company, as President of the Personal Computer Hard Disk Drive Division, and at Hewlett-Packard. Ms. Shoquist holds a B.S. degree in Electrical Engineering
from Kansas State University and a B.S. degree in Biology from Santa Clara University.

Timothy S. Teter joined NVIDIA in 2017 as Senior Vice President, General Counsel and Secretary and became Executive Vice President, General Counsel and
Secretary in February 2018. Prior to NVIDIA, Mr. Teter spent more than two decades at the law firm of Cooley LLP, where he focused on litigating patent and
technology related matters. Prior to attending law school, he worked as an engineer at Lockheed Missiles and Space Company, an aerospace company. Mr.
Teter holds a B.S. degree in Mechanical Engineering from the University of California at Davis and a J.D. degree from Stanford Law School.
Available Information
Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished

pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge on or through our
website, http://www.nvidia.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange
Commission, or the SEC. The SEC’s website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers
that file electronically with the SEC. Our web site and the information on it or connected to it are not a part of this Annual Report on Form 10-K.
Item 1A. Risk Factors
The following risk factors should be considered in addition to the other information in this Annual Report on Form 10-K. The following risks could harm our
business, financial condition, results of operations or reputation, which could cause our stock price to decline. Additional risks, trends and uncertainties not

presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation.
Risk Factors Summary
Risks Related to Our Industry and Markets
•
Failure to meet the evolving needs of our industry may adversely impact our financial results.
•
Competition could adversely impact our market share and financial results.
Risks Related to Demand, Supply and Manufacturing
•
Failure to estimate customer demand accurately has led and could lead to mismatches between supply and demand.
•
Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product
quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.
•
Defects in our products have caused and could cause us to incur significant expenses to remediate and could damage our business.
Risks Related to Our Global Operating Business
•

•
Adverse economic conditions may harm our business.
13

•
International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.
•
Product, system security and data breaches and cyber-attacks could disrupt our operations and adversely affect our financial condition, stock price and
reputation.
•
Business disruptions could harm our operations and financial results.
•
Climate change may have a long-term impact on our business.
•
We may not be able to realize the potential benefits of business investments or acquisitions, nor successfully integrate acquisition targets.
•
A significant amount of our revenue stems from a limited number of partners and distributors and we have a concentration of sales to end customers,
and our revenue could be adversely affected if we lose or are prevented from selling to any of these end customers.
•
We may be unable to attract, retain and motivate our executives and key employees.
•

•
•
Modification or interruption of our business processes and information systems may disrupt our business, and internal controls.
•
Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities
analysts or investors, our stock price could decline.
Risks Related to Regulatory, Legal, Our Stock and Other Matters
•
We are subject to complex laws, rules and regulations, and political and other actions, which may adversely impact our business.
•
Increased scrutiny from shareholders, regulators, and others regarding our corporate sustainability practices could result in financial, reputational, or
operational harm and liability.
•
Issues relating to the responsible use of our technologies, including AI, may result in reputational or financial harm and liability.
•

•
Adequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from
making or selling our products.
•
We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations. These areas could damage our
reputation, deter customers, affect product design, or result in legal or regulatory proceedings and liability.
•
Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related
factors.
•
Our business is exposed to the risks associated with litigation, investigations, and regulatory proceedings.
•
Our indebtedness could adversely affect our financial position and cash flows from operations and prevent us from implementing our strategy or fulfilling
our contractual obligations.
•

•
Delaware law, provisions in our governing documents and our agreement with Microsoft could delay or prevent a change in control.
Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.
Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards.
Our success depends on our ability to:
•
timely identify industry changes, adapt our strategies, and develop new or enhance and maintain existing products and technologies that meet the
evolving needs of these markets, including due to unexpected changes in industry standards or disruptive technological innovation that could render
our products incompatible with products developed by other companies;
14

•
develop or acquire new products and technologies through investments in research and development;
•
launch new offerings with new business models including software, services, and cloud solutions, as well as software-, infrastructure-, or platform-as-a-
service solutions;
•
expand the ecosystem for our products and technologies;
•
meet evolving and prevailing customer and industry safety, security, reliability expectations, and compliance standards;
•
manage product and software lifecycles to maintain customer and end-user satisfaction;
•
develop, acquire, maintain, and secure access to the internal and external infrastructure needed to scale our business, including sufficient energy for
powering data centers using our products, acquisition integrations, customer support, e-commerce, IP licensing capabilities and cloud service capacity;
and
•
complete technical, financial, operational, compliance, sales and marketing investments for the above activities.

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

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

may incur significant costs and may not achieve any significant revenue from these offerings.
Our target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer
needs, new entrants and consolidations. Our competitors’ products, services and technologies, including those mentioned above in this Annual Report on Form
10-K, may be cheaper or provide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected selling prices
for our products. Some of our competitors operate their own fabrication facilities, and have longer operating histories, larger customer bases, more
comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources than we do. These

competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets and
end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient foundry capacity and scarce input materials during a
supply-constrained environment, which could harm our business. Some of our customers have in-house expertise and internal development capabilities similar
to some of ours and can use or develop their own solutions to replace those we are providing. For example, others may offer cloud-based services that compete
with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the scale necessary to meet our business objectives. If
we are unable to successfully compete in this environment, demand for our products, services and technologies could decrease and we may not establish
meaningful revenue.

We use third parties to manufacture and assemble our products, and we have long manufacturing lead times. We are not provided guaranteed wafer, component
and capacity supply, and our supply deliveries and production may be non-linear within a quarter or year. If our estimates of customer demand are inaccurate, as
we have experienced in the past, there could be a significant mismatch between supply and demand. This mismatch has resulted in both product shortages and
excess inventory, has varied across our market platforms, and has significantly harmed our financial results.
We build finished products and maintain inventory in advance of anticipated demand. While we have in the past entered and may in the future enter into long-
term supply and capacity commitments, we may not be able to secure sufficient
15

commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our
product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain
complexity. Additionally, our ability to sell certain products has been and could be impeded if components necessary for the finished products are not available
from third parties. This risk may increase as a result of our platform strategy. In periods of shortages impacting the semiconductor industry and/or limited supply
or capacity in our supply chain, the lead times on our orders may be extended. We have previously experienced and may continue to experience extended lead
times of more than 12 months. We have paid premiums and provided deposits to secure future supply and capacity, which have increased our product costs and

may continue to do so. If our existing suppliers are unable to scale their capabilities to meet our supply needs, we may require additional sources of capacity,
which may require additional deposits. We may not have the ability to reduce our supply commitments at the same rate or at all if our revenue declines.
Many additional factors have caused and/or could in the future cause us to either underestimate or overestimate our customers’ future demand for our products,
or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:
•
changes in product development cycles and time to market;
•
competing technologies and competitor product releases and announcements;
•
changes in business and economic conditions resulting in decreased end demand;
•
sudden or sustained government lockdowns or actions to control case spread of global or local health issues;
•
rapidly changing technology or customer requirements;
•

•
•
the availability of sufficient data center capacity and energy for customers to procure;
•
new product introductions and transitions resulting in less demand for existing products;
•
new or unexpected end-use cases;
•
increase in demand for competitive products, including competitive actions;
•
business decisions made by third parties;
•
the demand for accelerated or AI-related cloud services, including our own software and NVIDIA DGX Cloud services;
•
changes that impact the ecosystem for the architectures underlying our products and technologies;
•
the demand for our products; or
•
government actions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.
Demand for our data center systems and products surged in fiscal year 2024. Entering fiscal year 2025, we are gathering customer demand indications across

several product transitions. We have demand visibility for our new data center products ramping later in fiscal year 2025. We have increased our supply and
capacity purchases with existing suppliers, added new vendors and entered into prepaid manufacturing and capacity agreements. These increased purchase
volumes, the number of suppliers, and the integration of new vendors into our supply chain may create more complexity and execution risk. We may continue to
enter into new supplier and capacity arrangements. Our purchase commitments and obligations for inventory and manufacturing capacity at the end of fiscal
year 2024 were impacted by shortening lead times for certain components. Supply of Hopper architecture products is improving, and demand remains very
strong. We expect our next-generation products to be supply-constrained based upon demand indications. We may incur inventory provisions or impairments if

our inventory or supply or capacity commitments exceed demand for our products or demand declines.
Our customer orders and longer-term demand estimates may change or may not be correct, as we have experienced in the past. Product transitions are
complex and can impact our revenue as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship
and support new products. Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture of our Data Center,
Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI
opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to long

manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of
prior architectures ahead of new product introductions can create reductions or volatility in our revenue. We have experienced and may in the future experience
reduced demand for current generation architectures when customers anticipate
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transitions, and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions. If we are unable to
execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increasing frequency and complexity of
newly introduced products may result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty or other
costs or result in product delays. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has
impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and
have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our

supply mix, and we may incur additional costs.
Many end customers often do not purchase directly from us but instead purchase indirectly through multiple OEMs, ODMs, system integrators, distributors, and
other channel partners. As a result, the decisions made by our multiple OEMs, ODMs, system integrators, distributors, and other channel partners, and in
response to changing market conditions and changes in end-user demand for our products, have impacted and could in the future continue to impact our ability
to properly forecast demand, particularly as they are based on estimates provided by various downstream parties.
If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production
and we may not be able to obtain sufficient inventory to fill orders on a timely basis. Even if we are able to increase supply to meet customer demand, we may

not be able to do so in a timely manner, or our contract manufacturers may experience supply constraints. If we cannot procure sufficient supply to meet demand
or otherwise fail to fulfill our customers’ orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and market
share and our reputation could be harmed. Additionally, since some of our products are part of a complex data center buildout, supply constraints or availability
issues with respect to any one component have had and may have a broader revenue impact.
If we overestimate our customers’ future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may
not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including

due to channel pricing programs that we have implemented and may continue to implement, as a result of our overestimation of future demand, and we may
need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers’ increase in prices, and we may need to
continue to do so for other products in the future. We have also written down our inventory, incurred cancellation penalties, and recorded impairments and may
have to do so in the future. These impacts were amplified by our placement of non-cancellable and non-returnable purchasing terms well in advance of our
historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of these impacts has increased and may
continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total

supply. All of these factors may negatively impact our gross margins and financial results.
We build technology and introduce products for new and innovative use cases and applications, such as NVIDIA DGX Cloud services, NVIDIA AI Foundations,
Omniverse platform, LLMs, and generative AI models. Our demand estimates for new use cases, applications, and services can be incorrect and create volatility
in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies,
such as generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown. Because our
products may be used in multiple use cases and applications, it is difficult for us to estimate with any reasonable degree of precision the impact of generative AI

models on our reported revenue or forecasted demand. Additionally, we started shipping our CPU product offerings, the Grace CPU and Grace Hopper
Superchips, in the third quarter of fiscal year 2024. Our ability to adequately predict our CPU demand may create volatility in our revenue or supply levels.
Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if
we experience other supply constraints caused by natural disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan
and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to
our supply continuity, could have a material adverse impact on us.

The use of our GPUs other than that for which they were designed and marketed, including new and unexpected use cases, has impacted and can in the future
impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, several years ago, our Gaming GPUs began to
be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of
cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new
compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in

the method of verifying blockchain transactions, has impacted and can in the future impact cryptocurrency mining and demand for our products and can further
impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0
merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased
aftermarket sales of our
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GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or previously sold products
may be resold online or on the unauthorized “gray market,” which also makes demand forecasting difficult. Gray market products and reseller marketplaces
compete with our new products and distribution channels.
Additionally, we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our
platforms. We also rely on third-party content providers and publishers to make their content available on our platforms, such as GeForce NOW. Failure by
developers, customers, and other third parties to build, enhance, and maintain applications that leverage our platforms, or failure by third-party content providers

or publishers to make their content available on reasonable terms or at all for use by our customers or end users on our platforms, could adversely affect
customer demand.
We depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques. We do not assemble, test, or package our
products, but instead contract with independent subcontractors. These subcontractors assist with procuring components used in our systems, boards, and
products. We face several risks which have adversely affected or could adversely affect our ability to meet customer demand and scale our supply chain,

negatively impact longer-term demand for our products and services, and adversely affect our business operations, gross margin, revenue and/or financial
results, including:
•
lack of guaranteed supply of wafer, component and capacity or decommitment and potential higher wafer and component prices, from incorrectly
estimating demand and failing to place orders with our suppliers with sufficient quantities or in a timely manner;
•
failure by our foundries or contract manufacturers to procure raw materials or provide adequate levels of manufacturing or test capacity for our
products;
•
failure by our foundries to develop, obtain or successfully implement high quality process technologies, including transitions to smaller geometry
process technologies such as advanced process node technologies and memory designs needed to manufacture our products;
•
failure by our suppliers to comply with our policies and expectations and emerging regulatory requirements;
•

•
limited number and geographic concentration of global suppliers, foundries, contract manufacturers, assembly and test providers and memory
manufacturers;
•
loss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or subcontractor and commencing volume
production or testing in the event of a loss, addition or change of a supplier;
•
lack of direct control over product quantity, quality and delivery schedules;
•
suppliers or their suppliers failing to supply high quality products and/or making changes to their products without our qualification;
•
delays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our subcontractors or foundries prioritize our
competitors’ or other customers’ orders over ours;
•
requirements to place orders that are not cancellable upon changes in demand or requirements to prepay for supply in advance;
•

•
low manufacturing yields resulting from a failure in our product design or a foundry’s proprietary process technology; and
•
disruptions in manufacturing, assembly and other processes due to closures related to heat waves, earthquakes, fires, or other natural disasters and
electricity conservation efforts.
Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us
to lose market share.
Our hardware and software product and service offerings are complex. They have in the past and may in the future contain defects or security vulnerabilities or
experience failures or unsatisfactory performance due to any number of issues in design, fabrication, packaging, materials, bugs and/or use within a system.
These risks may increase as our products are introduced into new devices, markets, technologies and applications or as new versions are released. These risks

further increase when we rely on partners to supply and manufacture components that are used in our products, as these arrangements reduce our direct control
over production. AI software products we or our partners offer rely on
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training data that may originate from third parties and new training methods, and the resulting products may contain unknown or undetected defects and errors,
or reflect unintended bias. Although arrangements with component providers may contain provisions for product defect expense reimbursement, we generally
remain responsible to the customer for warranty product defects that may occur from time to time. Some failures in our products or services have been in the
past and may in the future be only discovered after a product or service has been shipped or used. Undiscovered vulnerabilities in our products or services could
result in loss of data or intangible property, or expose our customers to unscrupulous third parties who develop and deploy malicious software programs that
could attack our products or services. Defects or failure of our offerings to perform to specifications could lead to substantial damage to the products in which our

offerings have been integrated by OEMs, ODMs, AIBs and automotive manufacturers and tier 1 automotive suppliers, and to the user of such end product. Any
such defect may cause us to incur significant warranty, support and repair or replacement costs as part of a product recall or otherwise, write-off the value of
related inventory, and divert the attention of our engineering and management personnel from our product development efforts to find and correct the issue. Our
efforts to remedy these issues may not be timely or satisfactory to our customers. An error or defect in new products, releases or related software drivers after
commencement of commercial shipments could result in failure to achieve market acceptance, loss of design wins, temporary or permanent withdrawal from a
product or market and harm to our relationships with existing and prospective customers and partners and consumers’ perceptions of our brand, which would in

turn negatively impact our business operations, gross margin, revenue and/or financial results. We may be required to reimburse our customers, partners or
consumers, including for costs to repair or replace products in the field or in connection with indemnification obligations, or pay fines imposed by regulatory
agencies.
For example, in fiscal year 2023, a defect was identified in a third-party component embedded in certain Data Center products. This defect has had, and other
defects may in the future have, an adverse effect on our cost and supply of components and finished goods. These costs could be significant in future periods.
We recorded a net warranty liability during fiscal year 2023 primarily in connection with this defect. While we believe we have accurately recorded for warranty
obligations, we may need to record additional amounts in the future if our estimate proves to be incorrect. In general, if a product liability claim regarding any of

our products is brought against us, even if the alleged damage is due to the actions or inactions of a third party, such as within our supply chain, the cost of
defending the claim could be significant and would divert the efforts of our technical and management personnel and harm our business. Further, our business
liability insurance may be inadequate or future coverage may be unavailable on acceptable terms, which could adversely impact our financial results.
Economic and industry uncertainty or changes, including recession or slowing growth, inflation, changes or uncertainty in fiscal, monetary or trade policy,
disruptions to capital markets and the banking system, currency fluctuations, higher interest rates, tighter credit, lower capital expenditures by businesses,

including on IT infrastructure, increases in unemployment, labor shortages, and lower consumer confidence and spending, global supply chain constraints and
global economic and geopolitical developments have in the past and/or could in the future have adverse, wide-ranging effects on our business and financial
•
increased costs for wafers, components, logistics, and other supply chain expenses, which have negatively impacted our gross margin in the past and
may do so in the future;
•
increased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have reduced and may in the future reduce
our margins;
•
decrease in demand for our products, services and technologies and those of our customers, partners or licensees;
•
the inability of our suppliers to deliver on their supply commitments to us and our customers’ or our licensees’ inability to supply products to customers
and/or end users;
•

•
limits on our ability to forecast operating results and make business decisions;
•
the insolvency of key suppliers, distributors, customers, cloud service providers, data center providers, licensing parties or other third parties we rely on;
•
reduced profitability of customers, which may cause them to scale back operations, exit businesses, file for bankruptcy protection and potentially cease
operations, or lead to mergers, consolidations or strategic alliances among other companies, which could adversely affect our ability to compete
effectively; and
•
increased credit and collectability risks, higher borrowing costs or reduced availability of capital markets, reduced liquidity, adverse impacts on our
customers and suppliers, failures of counterparties, including financial institutions and insurers, asset impairments, and declines in the value of our
financial instruments.
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Adverse developments affecting financial institutions, such as bank failures or instability, or concerns or speculation about similar events or risks, could lead to
market-wide liquidity problems and other disruptions, which could impact our customers’ ability to fulfill their payment obligations to us, our vendors’ ability to
fulfill their contractual obligations to us, or our ability to fulfill our own obligations.
Additionally, we maintain an investment portfolio of various holdings, types, and maturities. These investments are subject to general credit, liquidity, market and
interest rate risks, which may be exacerbated by market downturns or events that affect global financial markets, as described above. A majority of our
investment portfolio comprises USG securities. A decline in global financial markets for long periods or a downgrade of the USG credit rating due to an actual or

threatened default on government debt could result in higher interest rates, a decline in the value of the U.S. dollar, reduced market liquidity or other adverse
conditions. These factors could cause an unrealized or realized loss position in our investments or require us to record impairment charges.
We sell our products internationally, and we also have operations and conduct business internationally. Our semiconductor wafers are manufactured,
assembled, tested and packaged by third parties located outside of the United States, and we generated 56% of our revenue in fiscal year 2024 from sales
outside of the United States. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year

2024. Although we have not received licenses from the USG to ship restricted products to China, we have started to ship alternatives to the China market in
small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing
requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. The global nature of our business subjects us to a number of
risks and uncertainties, which have had in the past and could in the future have a material adverse effect on our business, financial condition and results of
operations. These include domestic and international economic and political conditions in countries in which we and our suppliers and manufacturers do
business, government lockdowns to control case spread of global or local health issues, differing legal standards with respect to protection of IP and employment

practices, different domestic and international business and cultural practices, disruptions to capital markets, counter-inflation policies, currency fluctuations,
natural disasters, acts of war or other military actions, terrorism, public health issues and other catastrophic events.
Product, system security, and data protection breaches, as well as cyber-attacks, could disrupt our operations, reduce our expected revenue,
increase our expenses, and significantly harm our business and reputation.
Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures,
loss of data or other information technology assets, and other cyber-attacks are becoming increasingly sophisticated, making it more difficult to successfully
detect, defend against them or implement adequate preventative measures.

Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent
and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restoring from backups is
delayed or not feasible.
Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors have engaged
and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated
attacks. Due to geopolitical conflicts and during times of war or other major conflicts, we and the third parties we rely upon may be vulnerable to a heightened

risk of cyber-attacks that could materially disrupt our ability to provide services and products. We may also face cybersecurity threats due to error or intentional
misconduct by employees, contractors or other third-party service providers. Certain aspects of effective cybersecurity are dependent upon our employees,
contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies and access control
mechanisms. We have in the past experienced, and may in the future experience, security incidents arising from a failure to properly handle sensitive information
or adhere to our security policies and access control mechanisms and, although no such events have had a material adverse effect on our business, there can
be no assurance that an insider threat will not result in an incident that is material to us. Furthermore, we rely on products and services provided by third-party

suppliers to operate certain critical business systems, including without limitation, cloud-based infrastructure, encryption and authentication technology,
employee email and other functions, which exposes us to supply-chain attacks or other business disruptions. We cannot guarantee that third parties and
infrastructure in our supply chain or our partners’ supply chains have not been compromised or that they do not contain exploitable vulnerabilities, defects or
bugs that could result in a breach of or disruption to our information technology systems, including our products and services, or the third-party information
technology systems that support our services. We may also incorporate third-party data into our AI algorithms or use open-source datasets to train our
algorithms. These datasets may be flawed, insufficient, or contain certain biased information, and may otherwise be vulnerable to security incidents. We may

have limited insight into the data privacy or security practices of third-party suppliers, including for our AI algorithms. Our ability to monitor these third parties’
information security practices is limited, and they may not have adequate information security measures in place. In addition, if one of our third-party suppliers
suffers a security incident (which has happened in the
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past and may happen in the future), our response may be limited or more difficult because we may not have direct access to their systems, logs and other
information related to the security incident. Additionally, we are incorporated into the supply chain of a large number of entities worldwide and, as a result, if our
products or services are compromised, a significant number of our customers and their data could be affected, which could result in potential liability and harm
our business.
To defend against security incidents, we must continuously engineer more secure products and enhance security and reliability features, which is expected to
result in increased expenses. We must also continue to develop our security measures, including training programs and security awareness initiatives, designed
to ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers, applicable

industry standards, and government regulations. While we invest in training programs and security awareness initiatives and take steps to detect and remediate
certain vulnerabilities that we have identified, we may not always be able to prevent threats or detect and mitigate all vulnerabilities in our security controls,
systems or software, including third-party software we have installed, as such threats and techniques change frequently and may not be detected until after a
security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address identified vulnerabilities.
These vulnerabilities could result in reputational and financial harm, and if exploited, these vulnerabilities could result in a security incident.
We hold confidential, sensitive, personal and proprietary information, including information from partners and customers. Breaches of our security measures,

along with reported or perceived vulnerabilities or unapproved dissemination of proprietary information or sensitive or confidential data about us or third parties,
could expose us and the parties affected to a risk of loss, or misuse of this information, potentially resulting in litigation and subsequent liability, regulatory
inquiries or actions, damage to our brand and reputation or other harm, including financial, to our business. For example, we hold proprietary game source code
from third-party partners in our GFN service. Breaches of our GFN security measures, which have happened in the past, could expose our partners to a risk of
loss or misuse of this source code, damage both us and our partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely on
experience a security incident, which has occurred in the past, or are perceived to have experienced a security incident, we may experience adverse

consequences, including government enforcement actions, additional reporting requirements and/or oversight, restrictions on processing data, litigation,
indemnification obligations, reputational harm, diversion of funds, diversion of management attention, financial loss, loss of data, material disruptions in our
systems and operations, supply chain, and ability to produce, sell and distribute our goods and services, and other similar harms. Inability to fulfill orders,
delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial results, stock price and reputation. Applicable
data privacy and security obligations may require us to notify relevant stakeholders, including affected individuals, customers, regulators and investors, of
security incidents, and mandatory disclosure of such incidents could lead to negative publicity. In addition to experiencing a security incident, third parties may

gather, collect or infer sensitive information about us from public sources, data brokers or other means that reveals competitively sensitive details about our
organization and could be used to harm our business.
Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.
Our worldwide operations could be disrupted by natural disasters and extreme weather conditions, power or water shortages, telecommunications failures,
supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military actions, epidemics or pandemics, abrupt regulatory
deterioration, and other natural or man-made disasters and catastrophic events. Our corporate headquarters, a large portion of our current data center capacity,
and a portion of our research and development activities are located in California, and other critical business operations, finished goods inventory and some of

our suppliers are located in Asia, making our operations vulnerable to natural disasters such as earthquakes, wildfires or other business disruptions occurring in
these geographical areas. Catastrophic events can also have an impact on third-party vendors who provide us critical infrastructure services for IT and research
and development systems and personnel. Our business continuity and disaster recovery planning may not be sufficient for all eventualities. Geopolitical and
domestic political developments and other events beyond our control, can increase economic volatility globally. Political instability, changes in government or
adverse political developments in or around any of the major countries in which we do business may harm our business, financial condition and results of
operations. Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the manufacture of our

product components and final assembly of our products are concentrated may result in changing regulatory requirements, and other disruptions that could
impact our operations and operating strategies, product demand, access to global markets, hiring, and profitability. For example, other countries have restricted
and may continue in the future to restrict business with the State of Israel, where we have engineering, sales support operations and manufacturing, and
companies with Israeli operations, including by economic boycotts. Our operations could be harmed and our costs could increase if manufacturing, logistics or
other operations are disrupted for any reason, including natural disasters, high heat events or water shortages, power shortages, information technology system
failures or cyber-attacks, military actions or economic, business, labor, environmental, public health, or political issues. The ultimate impact on us, our third-party

foundries and other suppliers of being located and consolidated in certain geographical areas is unknown. In the event a disaster, war or catastrophic event
affects us, the third-party systems on which we rely, or our customers, our business could be harmed as a result of declines in revenue, increases in expenses,
and substantial expenditures and time spent to fully resume operations. All of these risks and conditions could materially adversely affect our future sales and
operating results.
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We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,700
employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating
expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our
networking products has not experienced any significant impact. Further, in connection with the conflict, a substantial number of our employees in the region
have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel have been absent for an extended period and they or others
may continue to be absent, which may cause disruption to our product development or operations. We did not experience any significant impact or expense to

our business; however, if the conflict is further extended, it could impact future product development, operations, and revenue or create other uncertainty for our
business.
Additionally, interruptions or delays in services from CSPs, data center co-location partners, and other third parties on which we rely, including due to the events
described above or other events such as the insolvency of these parties, could impair our ability to provide our products and services and harm our business. As
we increase our reliance on these third-party systems and services, our exposure to damage from service interruptions, defects, disruptions, outages, shortages
and other performance and quality problems may increase. Data centers depend on access to clean water and predictable energy. Power or water shortages, or
regulations that limit energy or water availability, could impair the ability of our customers to expand their data center capacity and consume our products and
services.

services.
Climate change may have an increasingly adverse impact on our business and on our customers, partners and vendors. Water and energy availability and
reliability in the regions where we conduct business is critical, and certain of our facilities may be vulnerable to the impacts of extreme weather events. Extreme
heat and wind coupled with dry conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse implications for
our Santa Clara, California headquarter offices and data centers, including impairing the ability of our employees to work effectively. Climate change, its impact
on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our

vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. Although we
maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of insurance we obtain vary depending on availability and
cost. Some of our policies have large deductibles and broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not
covered by insurance may be large, which could harm our results of operations and financial condition.
Our business and those of our suppliers and customers may also be subject to climate-related laws, regulations and lawsuits. New or proposed regulations
relating to carbon taxes, fuel or energy taxes, pollution limits, sustainability-related disclosure and governance and supply chain governance could result in

greater direct costs, including costs associated with changes to manufacturing processes or the procurement of raw materials used in manufacturing processes,
increased capital expenditures to improve facilities and equipment, and higher compliance and energy costs to reduce emissions, other compliance costs, as
well as greater indirect costs resulting from our customers and/or suppliers incurring additional compliance costs that are passed on to us. These costs and
restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities.
Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may face legal action or reputational harm. We
may not achieve our stated sustainability-related goals, which could harm our reputation, or we may incur additional, unexpected costs to achieve such goals.

We may also experience contractual disputes due to supply chain delays arising from climate change-related disruptions, which could result in increased
litigation and costs.
We also face risks related to business trends that may be influenced by climate change concerns. Our business could be negatively impacted by concerns
around the high absolute energy requirements of our GPUs, despite their much more energy efficient design and operation relative to alternative computing
platforms.
We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate
acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.
We have acquired and invested and may continue to do so in businesses that offer products, services and technologies that we believe will help expand or

enhance our strategic objectives. Acquisitions or investments involve significant challenges and risks and could impair our ability to grow our business, develop
new products or sell our products and ultimately could have a negative impact on our financial results. If we pursue a particular transaction, we may limit our
ability to enter into other transactions that could help us achieve our other strategic objectives. If we are unable to timely complete acquisitions, including due to
delays and challenges in obtaining regulatory approvals, we may be unable to pursue other transactions, we may not be able to retain critical talent from the
target company, technology may evolve and make the acquisition less attractive, and other changes can take place, which could reduce the anticipated benefits
of the transaction and negatively impact our business. Regulators could also impose conditions that reduce the ultimate value of our acquisitions. In addition, to

the extent that our perceived ability to consummate acquisitions has been
22

harmed, future acquisitions may be more difficult, complex or expensive. Further, our investments in publicly traded companies could create volatility in our
results and may generate losses up to the value of the investment. In addition, we have invested and may continue to invest in private companies to further our
strategic objectives and to support certain key business initiatives. These companies can include early-stage companies still defining their strategic direction.
Many of the instruments in which we invest are non-marketable and illiquid at the time of our initial investment, and we are not always able to achieve a return.
To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment. Our
investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses. We

face additional risks related to acquisitions and strategic investments, including the diversion of capital and other resources, including management’s attention;
difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining
governmental, regulatory approval or restrictions or other consents and approvals or financing; legal proceedings initiated as a result of an acquisition or
investment; and potential failure of our due diligence processes to identify significant issues with the assets or company in which we are investing or are
acquiring.
Additional risks related to acquisitions include, but are not limited to:
•
difficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and retaining the employees, including key
personnel, of the acquired business;
•

•
assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;
•
integrating accounting, forecasting and controls, procedures and reporting cycles;
•
coordinating and integrating operations, particularly in countries in which we do not currently operate;
•
stock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition or are otherwise unable to close an
acquisition;
•
potential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, and compliance with debt covenants or
other restrictions;
•
the potential for our acquisitions to result in dilutive issuances of our equity securities;
•
the potential variability of the amount and form of any performance-based consideration;
•

•
•
negative changes in general economic conditions in the regions or the industries in which we or our target operate;
•
exposure to additional cybersecurity risks and vulnerabilities; and
•
impairment of relationships with, or loss of our or our target’s employees, vendors and customers.
For example, when integrating acquisition target systems into our own, we have experienced and may continue to experience challenges including lengthy and
costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes
with our key suppliers and customers, and training and change management needs of integration personnel. These challenges have impacted our results of
operations and may continue to do so in the future.

We receive a significant amount of our revenue from a limited number of partners and distributors and we have a concentration of sales to
customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of
these customers.
We receive a significant amount of our revenue from a limited number of customers within our distribution and partner network. Sales to one customer, Customer
A, represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. With several of these channel partners,
we are selling multiple products and systems in our portfolio through their channels. Our operating results depend on sales within our partner network, as well as
the ability of these partners to sell products that incorporate our processors. In the future, these partners may decide to purchase fewer products, not to

incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. Because most of our sales are made on a purchase order
basis, our customers can generally cancel, change or delay product purchase commitments with little notice to us and without penalty. Our partners or customers
may develop their own solutions; our customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in
the markets for which they purchase our products, all of which may alter partners’ or customers’ purchasing patterns. Many of our customers often do not
purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors and other channel partners. One indirect customer which
primarily purchases our products through system integrators and distributors, including through Customer A, is estimated to have represented approximately

19% of total revenue for fiscal year 2024, attributable to the
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Compute & Networking segment. If end demand increases or our finished goods supply availability is concentrated near a quarter end, the system integrators,
distributors and channel partners may have limited ability to increase their credit, which could impact the timing and amount of our revenue. The loss of any of
our large customers, a significant reduction in purchases by them, our inability to sell to a customer due to U.S. or other countries’ trade restrictions or any
difficulties in collecting accounts receivable would likely harm our financial condition and results of operations.
If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.
To be competitive and execute our business strategy successfully, we must attract, retain and motivate our executives and key employees and recruit and

develop capable and diverse talent. Labor is subject to external factors that are beyond our control, including our industry’s highly competitive market for skilled
workers and leaders, cost inflation and workforce participation rates. Changes in immigration and work permit regulations or in their administration or
interpretation could impair our ability to attract and retain qualified employees. Competition for personnel results in increased costs in the form of cash and stock-
based compensation, and in times of stock price volatility, as we have experienced in the past and may experience in the future, the retentive value of our stock-
based compensation may decrease. Additionally, we are highly dependent on the services of our longstanding executive team. Failure to ensure effective
succession planning, transfer of knowledge and smooth transitions involving executives and key employees could hinder our strategic planning and execution
and long-term success.

Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such
systems may disrupt our business, and internal controls.
We rely upon internal processes and information systems to support key business functions, including our assessment of internal controls over financial
reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation and scalability of these processes and systems is critical to support our
growth. We continue to design and implement updated accounting functionality related to a new enterprise resource planning, or ERP, system. Any ERP system
implementation may introduce problems, such as quality issues or programming errors, that could have an impact on our continued ability to successfully

operate our business or to timely and accurately report our financial results. These changes may be costly and disruptive to our operations and could impose
substantial demands on management time. Failure to implement new or updated controls, or difficulties encountered in their implementation, could harm our
operating results or cause us to fail to meet our reporting obligations.
Identification of material weaknesses in our internal controls, even if quickly remediated once disclosed, may cause investors to lose confidence in our financial
statements and our stock price may decline. Remediation of any material weakness could require us to incur significant expenses, and if we fail to remediate any
material weakness, our financial statements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial results

on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our stock price may decline, and we may be
subject to sanctions or investigation by regulatory authorities.
Our operating results have in the past fluctuated and may continue to fluctuate due to numerous of these risk factors. Therefore, investors should not rely on our
past results of operations as an indication of our future performance. Additional factors that could affect our results of operations include, but are not limited to:
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our ability to adjust spending due to the multi-year development cycle for some of our products and services;
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our ability to comply with our contractual obligations to customers;
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•
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our extended payment term arrangements with certain customers, the inability of some customers to make required payments, our ability to obtain
credit insurance for customers with extended payment terms, and customer bad debt write-offs;
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our vendors' payment requirements;
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unanticipated costs associated with environmental liabilities; and
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changes in financial accounting standards or interpretations of existing standards.
Any of the factors discussed above could prevent us from achieving our anticipated financial results. For example, we have granted and may continue to grant
extended payment terms to some customers, particularly during macroeconomic downturns, which could impact our ability to collect payment. Our vendors have
requested and may continue to ask for shorter payment terms, which may impact our cash flow generation. These arrangements reduce the cash we have

available for general business operations. In addition, the pace of growth in our operating expenses and investments may lag our revenue growth, creating
volatility or periods where profitability levels may not be sustainable. Failure to meet our expectations or the expectations of our investors or security analysts is
likely to cause our stock price to decline, as it has in the past, or experience substantial price volatility.
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Our operations could be affected by the complex laws, rules and regulations to which our business is subject, and political and other actions may
adversely impact our business.
We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement;
taxes; import and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls
and cash repatriation restrictions; data privacy requirements; competition and antitrust; advertising; employment; product regulations; cybersecurity;
environmental, health, and safety requirements; the responsible use of AI; sustainability; cryptocurrency; and consumer laws. Compliance with such

requirements can be onerous and expensive, could impact our competitive position, and may negatively impact our business operations and ability to
manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate applicable laws
or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions
against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations
to which we are subject, or changes to their interpretation and enforcement, could lead to materially greater compliance and other costs and/or further
restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result

of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity vulnerabilities and risks.
Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States,
the United Kingdom and China. For example, the French Competition Authority collected information from us regarding our business and competition in the
graphics card and cloud service provider market as part of an ongoing inquiry into competition in those markets. We have also received requests for information
from regulators in the European Union, the United Kingdom, and China regarding our sales of GPUs, our efforts to allocate supply, foundation models and our
investments, partnerships and other agreements with companies developing foundation models, and we expect to receive additional requests for information in

the future. Governments and regulators are considering imposing restrictions on the hardware, software, and systems used to develop frontier foundation
models and generative AI. If implemented, such restrictions could increase the costs and burdens to us and our customers, delay or halt deployment of new
systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws
or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or
tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing
of our shipments. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our
business and results of operations.

Government actions, including trade protection and national and economic security policies of U.S. and foreign government bodies, such as tariffs, import or
export regulations, including deemed export restrictions and restrictions on the activities of U.S. persons, trade and economic sanctions, decrees, quotas or
other trade barriers and restrictions could affect our ability to ship products, provide services to our customers and employees, do business without an export
license with entities on the U.S. Department of Commerce’s U.S. Entity List or other USG restricted parties lists (which is expected to change from time to time),
and generally fulfill our contractual obligations and have a material adverse effect on our business. If we were ever found to have violated export control laws or
sanctions of the U.S. or similar applicable non-U.S. laws, even if the violation occurred without our knowledge, we may be subject to various penalties available

under the laws, any of which could have a material and adverse impact on our business, operating results and financial condition.
For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which
blocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to
Russia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future.
The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of
enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings.

Concerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications,
models, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, modifying,
tuning, and deploying LLMs. Such restrictions have limited and could in the future limit the ability of downstream customers and users worldwide to acquire,
deploy and use systems that include our products, software, and services, and negatively impact our business and financial results.
Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies.
As geopolitical tensions have increased, semiconductors associated with AI, including GPUs and associated products, are increasingly the focus of export

control restrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated
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products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and
application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to China, and could negatively
impact our manufacturing, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and
could negatively and materially impact our business, revenue and financial results. Export controls targeting GPUs and semiconductors associated with AI,
which have been imposed and are increasingly likely to be further tightened, would further restrict our ability to export our technology, products, or services even
though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial

results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream users of our products
to additional restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively
impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and
customers to provide services to their end customers, even outside China.
Export controls could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China
and for our gaming products. The possibility of additional export controls has negatively impacted and may in the future negatively impact demand for our

products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to
impose compliance burdens on our business and our customers, negatively and materially impacting our business.
Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting
our business and financial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges.
Additional unilateral or multilateral controls are also likely to include deemed export control limitations that negatively impact the ability of our research and
development teams to execute our roadmap or other objectives in a timely manner. Additional export restrictions may not only impact our ability to serve

overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our
products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our
sales and efforts to supply the China market and our fulfillment of the commitments we entered at the close of our Mellanox acquisition. If the regulators
conclude that we have failed to fulfill such commitments or we have violated any applicable law in China, we could be subject to various penalties or restrictions
on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.
During the third quarter of fiscal year 2023, the USG announced export restrictions and export licensing requirements targeting China’s semiconductor and

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

destined to certain customers and other regions, including some countries in the Middle East.
China and Country Groups D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our
including China. On October 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100,
H800, and L40S products. We have not received licenses to ship these restricted products to China.

Following these export controls, we transitioned some operations, including certain testing, validation, and supply and distribution operations out of China and
Hong Kong. Any future transitions could be costly and time consuming, and adversely affect our research and development and supply and distribution
operations, as well as our revenue, during any such transition period. We are working to expand our Data Center product portfolio to offer new solutions,
including those for which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered
by the licensing requirements, we may seek a license for the customer. However, the licensing process is time-consuming. We have no assurance that the USG

will grant such a license or that the USG will act on the license application in a timely manner or at all. Even if a license is offered, it may impose burdensome
conditions that we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that does not have
clear standards or an opportunity for review. For example, the Notified Advanced Computing, or “NAC,” process has not resulted in approvals for exports of
products to customers in China. The license process for exports to D1 and D4 countries has been time-consuming and resulted in license conditions for
countries outside China. The requirements have a disproportionate impact on NVIDIA and already have disadvantaged and may in the future
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disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new restrictions or may be able to acquire licenses for their
products.
Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed, and our competitive
position and future results may be further harmed, over the long-term, if there are further changes in the USG’s export controls, including further expansion of the
geographic, customer, or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we
are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to
significant customers or if we incur significant transition costs. Even if the USG grants any requested licenses, the licenses may be temporary or impose

burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certain of our competitors,
as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to
pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.
Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time
and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the
event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing

requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East. For example, the USG
has already imposed conditions to limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, for example by imposing license
conditions on the use of products to be exported to certain countries, or by requiring chip tracking and throttling mechanisms that would disable or impair GPUs if
certain system or use conditions are detected. The USG has already imposed export controls restricting certain gaming GPUs, and if the USG expands such
controls to restrict additional gaming products, it may disrupt a significant portion of our supply and distribution chain and negatively impact sales of such
products to markets outside China, including the U.S. and Europe. Export controls may disrupt our supply and distribution chain for a substantial portion of our

products, which are warehoused in and distributed from Hong Kong. Export controls restricting our ability to sell datacenter GPUs may also negatively impact
demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as high-
speed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training. Any new control that impacts a wider
range of our products would likely have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are
outside the scope of such control. Excessive or shifting export controls have already and may in the future encourage customers outside China and other
impacted regions to “design-out” certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to

serve markets worldwide. Excessive or shifting export controls have already encouraged and may in the future encourage overseas governments to request that
our customers purchase from our competitors rather than NVIDIA or other U.S. firms, harming our business, market position, and financial results. As a result,
excessive or shifting export controls may negatively impact demand for our products and services not only in China, but also in other markets, such as Europe,
Latin America, and Southeast Asia. Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the
time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase
investment in foreign competitors, which would be less likely to be restricted by U.S. controls.

Additionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely affect our Gaming
revenue, and increased oversight of digital platform companies may adversely affect our Data Center revenue. The Chinese government may impose restrictions
on the sale to certain customers of our products, or any products containing components made by our partners and suppliers. For example, the Chinese
government announced restrictions relating to certain sales of products containing certain products made by Micron, a supplier of ours. Further restrictions on
our products or the products of our suppliers could negatively impact our business and financial results.
Finally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that

negatively impact our ability to receive supply of components, parts, or services from Taiwan, would negatively impact our business and financial results.
Increased scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks
and adversely impact our reputation and willingness of customers and suppliers to do business with us.
Shareholder advocacy groups, certain investment funds, other market participants, shareholders, customers and government regulators have focused
increasingly on corporate sustainability practices and disclosures, including those associated with climate change and human rights. Stakeholders may not be
satisfied with our corporate sustainability practices and goals or the speed of their adoption. Further, there is an increasing number of state-level initiatives in the

U.S. that may conflict with other regulatory requirements or our various stakeholders’ expectations. Additionally, our corporate sustainability practices, oversight
of our practices or disclosure controls may not meet evolving shareholder,
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regulator or other industry stakeholder expectations, or we may fail to meet corporate sustainability disclosure or reporting standards. We could also incur
additional costs and require additional resources to monitor, report, and comply with various corporate sustainability practices, choose not to conduct business
with potential customers, or discontinue or not expand business with existing customers due to our policies. These factors may negatively harm our brand,
reputation and business activities or expose us to liability.
Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.
Concerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may result in reputational or financial harm

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

with multiple regulations from different jurisdictions related to AI could increase our cost of doing business, may change the way that we operate in certain
jurisdictions, or may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with regulations. Compliance with
existing and proposed government regulation of AI, including in jurisdictions such as the European Union as well as under any U.S. regulation adopted in
response to the Biden administration’s Executive Order on AI, may also increase the cost of related research and development, and create additional reporting
and/or transparency requirements. For example, regulation adopted in response to the Executive Order on AI could require us to notify the USG of certain safety
test results and other information. Furthermore, changes in AI-related regulation could disproportionately impact and disadvantage us and require us to change

our business practices, which may negatively impact our financial results. Our failure to adequately address concerns and regulations relating to the responsible
use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products and services or cause reputational or financial harm.
Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful
or if we are prohibited from making or selling our products.
From time to time, we are involved in lawsuits or other legal proceedings alleging patent infringement or other IP rights violations by us, our employees or parties
that we have agreed to indemnify. An unfavorable ruling could include significant damages, invalidation of one or more patents, indemnification of third parties,

payment of lost profits, or injunctive relief. Claims that our products or processes infringe the IP rights of others, regardless of their merit, could cause us to incur
significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts and attention of management and technical personnel.
We may commence legal proceedings to protect our IP rights, which may increase our operating expenses. We could be subject to countersuits as a result. If
infringement claims are made against us or our products are found to infringe a third party’s IP, we or one of our indemnitees may have to seek a license to the
third party’s IP rights. If we or one of our indemnitees is unable to obtain such a license on acceptable terms or at all, we could be subject to substantial liabilities
or have to suspend or discontinue the manufacture and sale of one or more of our products. We may also have to make royalty or other payments or cross

license our technology. If these arrangements are not concluded on commercially reasonable terms, our business could be negatively impacted. Furthermore,
the indemnification of a customer or other indemnitee may increase our operating expenses and negatively impact our operating results.
We rely on patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, licensing arrangements and the laws of the countries in
which we operate to protect our IP. Foreign laws may not protect our products or IP rights to the same extent as United States law. This makes the possibility of
piracy of our technology and products more likely. The theft or unauthorized use or publication of our trade secrets and other confidential information could harm
our competitive position and reduce acceptance of our products; as a result, the value of our investment in research and development, product development and

marketing could be reduced. We also may face risks to our IP if our employees are hired by competitors. We continuously assess whether and where to seek
formal protection for existing and new innovations and technologies but cannot be certain whether our applications for such protections will be approved, and, if
approved, whether they will be enforceable.
We are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations. These areas could damage our
reputation, deter current and potential customers, affect our product design, or result in legal or regulatory proceedings and liability.
We process sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, industry standards, external and
internal policies, contracts and other obligations that govern the processing of such data by us and on our behalf. Concerns about our practices or the ultimate

to the collection, use, retention, security or disclosure of personal information or other privacy-related matters, including for use in AI, even if unfounded, could
damage our reputation and adversely affect our operating results. The theft, loss or misuse of personal data in our possession or by one of our partners could
result in damage to our reputation, regulatory proceedings, disruption of our business activities or increased security costs and costs related to defending legal
claims.
In the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including for data breach notification, personal
data privacy and consumer protection. In the past few years, numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on
covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As

applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as
targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and
services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy
impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as amended by
the California Privacy Rights Act of 2020, or CPRA, or collectively the CCPA, gives California residents the right to access, delete and opt-out of certain sharing
of their personal information, and to receive detailed information about how it is used and shared. The CCPA provides for fines of up to $7,500 per intentional

violation and the law created a private right of action for certain data breaches. Similar laws are being considered in several other states, as well as at the federal
and local levels. Additionally, several states and localities have enacted measures related to the use of artificial intelligence and machine learning in products
and services. If we become subject to additional data privacy laws, the risk of enforcement action against us could increase.
Worldwide regulatory authorities are also considering and have approved various legislative proposals concerning data protection. The European Union adopted
the General Data Protection Regulation, or GDPR, and the United Kingdom similarly adopted the U.K. GDPR, governing the strict handling of personal data of
persons within the European Economic Area, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose

data is stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to penalties of up to €20 million or
4% of worldwide revenue, whichever is greater, and classes of individuals or consumer protection organizations may initiate litigation related to our processing of
their personal data. Furthermore, the EU AI Act could impose onerous obligations that may disproportionately impact and disadvantage us and require us to
change our business practices.
In the ordinary course of business, we may transfer personal data from Europe, China, and other jurisdictions to the United States or other countries. Certain
jurisdictions have enacted data localization laws and cross-border personal data transfer laws. For example, the GDPR generally restricts the transfer of
personal data to countries outside of the EEA. The European Commission released a set of “Standard Contractual Clauses” designed for entities to validly

transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection, including the
United States. Additionally, the U.K.’s International Data Transfer Agreement / Addendum, as well as the EU-U.S. Data Privacy Framework and the U.K.
extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework) are mechanisms
that may be used to transfer personal data from the EEA and U.K. to the United States. However, these mechanisms are subject to legal challenges, and there is
no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. Other jurisdictions have enacted or are
considering similar cross-border personal data transfer laws and local personal data residency laws, any of which would increase the cost and complexity of

doing business and could result in fines from regulators. For example, China’s law imposes various requirements relating to data processing and data
localization. Data broadly defined as important under China’s law, including personal data, may not be transferable outside of China without prior assessment
and approval by the Cyberspace Administration of China, or CAC. Compliance with these requirements, including CAC assessments and any deemed failures of
such assessments, could cause us to incur liability, prevent us from using data collected in China or impact our ability to transfer data outside of China. The
inability to import personal data to the United States could significantly and negatively impact our business operations, limit our ability to collaborate with parties
that are subject to European, China and other data privacy and security laws, or require us to increase our personal data processing capabilities in Europe

and/or elsewhere at significant expense. Some European regulators have prevented companies from transferring personal data out of Europe for allegedly
violating the GDPR’s cross-border data transfer limitations, which could negatively impact our business.
We may also be bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful or
may be claimed to be non-compliant. For example, certain privacy laws, such as the GDPR and the CCPA, require our customers to impose specific contractual
restrictions on their service providers. We sometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal
data, it could harm those customer relationships and subject us to litigation, regulatory action, or fines. We publish privacy policies, marketing materials and

other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or
statements are found to be deficient, lacking in transparency, deceptive, unfair or misrepresentative of our practices, we may be subject to investigation,
enforcement actions by regulators or other adverse consequences.
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Data protection laws around the world are quickly changing and may be interpreted and applied in an increasingly stringent fashion and in a manner that is
inconsistent with our data practices. These obligations may affect our product design and necessitate changes to our information technologies, systems and
practices and to those of any third parties that process personal data on our behalf. Despite our efforts, we or third parties we rely upon may fail to comply with
such obligations. If we fail, or are perceived to have failed, to address or comply with data privacy and security obligations, we could face significant
consequences, including but not limited to, government enforcement actions, litigation, additional reporting requirements and/or oversight, bans on processing
personal data, and orders to destroy or not use personal data. Any of these events could have a material adverse effect on our reputation, business, or financial
condition.

We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected
tax rates and other tax-related factors.
We are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions. Significant judgment is required in
determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities in different jurisdictions. Although
we believe our tax estimates are reasonable, any adverse outcome could increase our worldwide effective tax rate, increase the amount of non-income taxes
imposed on our business, and harm our financial position, results of operations, net income, and cash flows.
Further, changes in tax laws or their interpretation by tax authorities in the U.S. or foreign jurisdictions could increase our future tax liability or cause other

adverse tax impacts, which may materially impact our results of operations, or the way we conduct our business. Most of our income is taxable in the United
States, with a significant portion qualifying for preferential treatment as foreign-derived intangible income, or FDII. If U.S. tax rates increase or the FDII deduction
is reduced, our provision for income taxes, results of operations, net income and cash flows would be adversely affected. In addition, changes in the tax laws of
foreign jurisdictions could arise as a result of global implementation of the Inclusive Framework on Base Erosion and Profit Shifting and Pillar Two Model Rules
announced by The Organization for Economic Cooperation and Development, or OECD. These and other changes in the foreign tax laws, as adopted by
countries, may increase tax uncertainty and adversely affect our provision for income taxes, results of operations, and financial condition.

Our future effective tax rate may also be affected by a variety of factors, including changes in our business or statutory rates, the mix of earnings in countries
with differing statutory tax rates, available tax incentives, credits and deductions, the expiration of statutes of limitations, changes in accounting principles,
adjustments to income taxes upon finalization of tax returns, increases in expenses not deductible for tax purposes, the estimates of our deferred tax assets and
liabilities and deferred tax asset valuation allowances, changing interpretation of existing laws or regulations, the impact of accounting for business
combinations, as well as changes in the domestic or international organization of our business and structure. Furthermore, the tax effects of accounting for
stock-based compensation and volatility in our stock price may significantly impact our effective tax rate in the period in which they occur. A decline in our stock

price may result in reduced future tax benefits from stock-based compensation, increase our effective tax rate and adversely affect our financial results.
Our business is exposed to the risks associated with litigation, investigations and regulatory proceedings.
We currently and will likely continue to face legal, administrative and regulatory proceedings, claims, demands and/or investigations involving shareholder,
consumer, competition and/or other issues relating to our business. For example, we are defending a securities class action lawsuit from multiple shareholders
asserting claims that we and certain of our officers made false and/or misleading statements related to channel inventory and the impact of cryptocurrency
mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary

damages or fines, or an injunction stopping us from manufacturing or selling certain products, engaging in certain business practices, or requiring other
remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the outcome,
litigation can be costly, time-consuming, and disruptive to our operations.
Our indebtedness could adversely affect our financial position and cash flows from operations, and prevent us from implementing our strategy or
fulfilling our contractual obligations.
As of January 28, 2024, we had net outstanding a total of $9.7 billion in notes due by 2060. As each series of senior notes matures, unless redeemed or
repurchased, we must repay or refinance the notes. If we decide to refinance, we may receive less favorable terms, or we may be unable to refinance at all,
which may adversely affect our financial condition. We also have a $575 million commercial paper program.

Maintenance of our current and future indebtedness and contractual restrictions could cause us to dedicate a substantial portion of our cash flows from
operations towards debt service obligations and principal repayments; increase our vulnerability to adverse changes in general economic, industry and
competitive conditions; limit our flexibility regarding changes in our business and our industry; impair our ability to obtain future financing; and restrict our ability
to grant liens on property, enter into certain mergers, dispose of our assets, or materially change our business.
Our ability to comply with the covenants in our indenture may be affected by events beyond our control. If we breach any of the covenants without a waiver from
the note holders or lenders, then any outstanding indebtedness may be declared
30

immediately due and payable. Changes to our credit rating may negatively impact the value and liquidity of our securities, restrict our ability to obtain future
financing and affect the terms of any such financing.
Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a change in control.
The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control. Provisions in our certificate of
incorporation and bylaws could make it more difficult for a third party to acquire a majority of our outstanding stock. These provisions include the ability of our
Board of Directors to create and issue preferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder
approval; the inability of our shareholders to act by written consent or call special meetings; advance notice requirements for director nominations and

shareholder proposals; and a super-majority voting requirement to amend some provisions in our certificate of incorporation and bylaws. Under our agreement
with Microsoft for the Xbox, if someone makes an offer to purchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of
refusal to purchase the stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and make it more difficult for
shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 1C. Cybersecurity
Risk management and strategy
We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively and reactively address circumstances that arise when

unexpected events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing material risks from cybersecurity
threats. Our information security management program generally follows processes outlined in frameworks such as the ISO 27001 international standard for
Information Security and we evaluate and evolve our security measures as appropriate. We consult with external parties, such as cybersecurity firms and risk
management and governance experts, on risk management and strategy.
Identifying, assessing, and managing cybersecurity risk is integrated into our overall risk management systems and processes, and we have in place
cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy laws and (b) prevent, detect, respond to,
mitigate and recover from identified and significant cybersecurity threats.

We also have a vendor risk assessment process consisting of the distribution and review of supplier questionnaires designed to help us evaluate cybersecurity
risks that we may encounter when working with third parties that have access to confidential and other sensitive company information. We take steps designed
to ensure that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these vendors. We
routinely assess our high-risk suppliers’ conformance to industry standards (e.g., ISO 27001, ISO 28001, and C-TPAT), and we evaluate them for additional
information, product, and physical security requirements.
Refer to “Item 1A. Risk factors” in this annual report on Form 10-K for additional information about cybersecurity-related risks.
Governance

Information security matters, including managing and assessing risks from cybersecurity threats, remain under the oversight of the Company’s Board of
Directors, or the Board. The Audit Committee of the Board, or the Audit Committee, also reviews the adequacy and effectiveness of the Company’s information
security policies and practices and the internal controls regarding information security risks. The Audit Committee receives regular information security updates
from management, including our Chief Security Officer and members of our security team. The Board also receives annual reports on information security
matters from our Chief Security Officer and members of our security team.
Our security efforts are managed by a team of executive cybersecurity, IT, engineering, operations, and legal professionals. We have established a cross-

functional leadership team, consisting of executive-level leaders, that meets regularly to review cybersecurity matters and evaluate emerging threats. With
oversight and guidance provided by the cross-functional leadership team, our information security teams refine our practices to address emerging security risks
and changes in regulations. Our executive-level leadership team also participates in cybersecurity incident response efforts by engaging with the incident
response team and helping direct the company’s response to and assessment of certain cybersecurity incidents.
We have designated a Chief Security Officer that reports to our Senior Vice President of Software Engineering to manage our assessment and management of
material risks from cybersecurity threats. Our Chief Security Officer’s cybersecurity expertise includes over 17 years of combined government and private sector
assignments.
31

Item 2. Properties
Our headquarters is in Santa Clara, California. We own and lease approximately 3 million square feet of office and building space for our corporate
headquarters. In addition, we lease data center space in Santa Clara, California. We also own and lease facilities for data centers, research and development,
and/or sales and administrative purposes throughout the U.S. and in various international locations, primarily in China, India, Israel, and Taiwan. We believe our
existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business. We do not identify or allocate assets by operating
segment. For additional information regarding obligations under leases, refer to Note 3 of the Notes to the Consolidated Financial Statements in Part IV, Item 15
of this Annual Report on Form 10-K, which information is hereby incorporated by reference.
Item 3. Legal Proceedings

Please see Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal
proceedings.
Item 4. Mine Safety Disclosures
Part II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999.
Prior to that, there was no public market for our common stock. As of February 16, 2024, we had approximately 382 registered shareholders, not including those
shares held in street or nominee name.
Issuer Purchases of Equity Securities
In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal

year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications,
to repurchase additional shares of our common stock up to $22.5 billion.
The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase
programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable
legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be
suspended at any time at our discretion.
In fiscal year 2024, we paid $395 million in quarterly cash dividends. Our cash dividend program and the payment of future cash dividends under that program

are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of
our shareholders.
The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2024:
Period
Total Number
of Shares
Purchased
(In millions)
Average Price Paid
per Share
Total Number of Shares
Purchased as Part of
Publicly Announced
Program (In millions)
Approximate Dollar Value
of Shares that May Yet Be
Purchased Under the
Program (In billions)
October 30, 2023 - November 26, 2023
0.9 
$
464.39 
0.9 
$
24.8 
November 27, 2023 - December 24, 2023
1.1 
$
477.26 
1.1 
$
24.3 
December 25, 2023 - January 28, 2024
3.3 
$
540.85 
3.3 
$
22.5 
Total
5.3 
5.3 
From January 29, 2024 to February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule 10b5-1 trading plan.
Restricted Stock Unit Share Withholding

We withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our
employee equity incentive program. During fiscal year 2024, we withheld
32

approximately 7 million shares for a total value of $2.8 billion through net share settlements. Refer to Note 4 of the Notes to the Consolidated Financial
Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.
Stock Performance Graphs 
The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years
ended January 28, 2024. The graph assumes that $100 was invested on January 27, 2019 in our common stock and in each of the S&P 500 Index and the
Nasdaq 100 Index. Our common stock is a component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices
indicated. Total return is based on historical results and is not intended to indicate future performance.
*$100 invested on 1/27/19 in stock and in indices, including reinvestment of dividends.

Source: FactSet financial data and analytics.
 
1/27/2019
1/26/2020
1/31/2021
1/30/2022
1/29/2023
1/28/2024
$
100.00 
$
157.02 
$
326.26 
$
574.15 
$
512.40 
$
1,536.28 
S&P 500
$
100.00 
$
126.17 
$
144.83 
$
175.25 
$
163.63 
$
199.83 
Nasdaq 100
$
100.00 
$
136.15 
$
194.20 
$
218.68 
$
185.67 
$
268.13 
Item 6. [Reserved]
33

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Item 1A. Risk Factors”, our
Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on
Form 10-K, before deciding to purchase, hold or sell shares of our common stock. 
Overview
Our Company and Our Businesses
NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Since our original focus on PC graphics, we have
expanded to several other large and important computationally intensive fields. NVIDIA has leveraged its GPU architecture to create platforms for accelerated
computing, AI solutions, scientific computing, data science, AV, robotics, metaverse and 3D internet applications.

Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note 17 of the Notes to the Consolidated Financial Statements in Part IV,
Item 15 of this Annual Report on Form 10-K for additional information.
Recent Developments, Future Objectives and Challenges
Demand and Supply, Product Transitions, and New Products and Business Models

volumes, the number of suppliers, and the integration of new vendors into our supply chain may create more complexity and execution risk. Our purchase
commitments and obligations for inventory and manufacturing capacity at the end of fiscal year 2024 were impacted by shortening lead times for certain
components. We may continue to enter into new supplier and capacity arrangements. Supply of Hopper architecture products is improving, and demand remains
very strong. We expect our next-generation products to be supply-constrained based upon demand indications. We may incur inventory provisions or
impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines.
We build finished products and maintain inventory in advance of anticipated demand. While we have entered into long-term supply and capacity commitments,

we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change. These
risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain,
creating additional supply chain complexity.
Product transitions are complex as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and
support new products. Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture of our Data Center,
opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to manufacturing

lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures
ahead of new product introductions can create reductions or volatility in our revenue. The increasing frequency and complexity of newly introduced products
could result in quality or production issues that could increase inventory provisions, warranty or other costs or result in product delays. Deployment of new
products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of
customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures
at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs.

We build technology and introduce products for new and innovative use cases and applications such as our NVIDIA DGX Cloud services, Omniverse platform,
LLMs, and generative AI models. Our demand estimates for new use cases, applications, and services can be incorrect and create volatility in our revenue or
supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies, such as
generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown.
34

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

H800, and L40S products. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024.
We have not received licenses to ship these restricted products to China. We are working to expand our Data Center product portfolio to offer new solutions,
including those for which the USG does not require a license or advance notice before each shipment. We have started to ship alternatives to the China market

in small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing
requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. To the extent that a customer requires products covered by the
licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant such a license, or that the USG will act on the
license application in a timely manner or at all.

Macroeconomic Factors

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

business.
35

Fiscal Year 2024 Summary
 
Year Ended
 
Jan 28, 2024
Jan 29, 2023
Change
($ in millions, except per share data)
Revenue
$
60,922 
$
26,974 
Up 126%
Gross margin
72.7 %
56.9 %
Up 15.8 pts
Operating expenses
$
11,329 
$
11,132 
Up 2%
Operating income
$
32,972 
$
4,224 
Up 681%
Net income
$
29,760 
$
4,368 
Up 581%
Net income per diluted share
$
11.93 
$
1.74 
Up 586%
Revenue for fiscal year 2024 was $60.9 billion, up 126% from a year ago.
Data Center revenue for fiscal year 2024 was up 217%. Strong demand was driven by enterprise software and consumer internet applications, and multiple

industry verticals including automotive, financial services, and healthcare. Customers across industry verticals access NVIDIA AI infrastructure both through the
cloud and on-premises. Data Center compute revenue was up 244% in the fiscal year. Networking revenue was up 133% in the fiscal year.
Gaming revenue for fiscal year 2024 was up 15%. The increase reflects higher sell-in to partners following the normalization of channel inventory levels and
growing demand.
Professional Visualization revenue for fiscal year 2024 was up 1%.
Automotive revenue for the fiscal year 2024 was up 21%. The increase primarily reflected growth in self-driving platforms.
Gross margin increased in fiscal year 2024, primarily driven by Data Center revenue growth and lower net inventory provisions as a percentage of revenue.
Operating expenses increased for fiscal year 2024, driven by growth in employees and compensation increases. Fiscal year 2023 also included a $1.4 billion

acquisition termination charge related to the proposed Arm transaction.
Market Platform Highlights
Data Center revenue for fiscal year 2024 was $47.5 billion, up 217% from fiscal year 2023. In Data Center, we launched AI inference platforms that combine our
full-stack inference software with NVIDIA Ada, NVIDIA Hopper and NVIDIA Grace Hopper processors optimized for generative AI, LLMs and other AI workloads.
We introduced NVIDIA DGX Cloud and AI Foundations to help businesses create and operate custom large language models and generative AI models. As AV
algorithms move to video transformers, and more cars are equipped with cameras, we expect NVIDIA’s automotive data center processing demand to grow
significantly. We estimate that in fiscal year 2024, approximately 40% of Data Center revenue was for AI inference. In the fourth quarter of fiscal year 2024, large

cloud providers represented more than half of our Data Center revenue, supporting both internal workloads and external customers. We announced NVIDIA
Spectrum-X, an accelerated networking platform for AI.
Gaming revenue for fiscal year 2024 was $10.4 billion, up 15% from fiscal year 2023. In Gaming, we launched the GeForce RTX 4060 and 4070 GPUs based on
the NVIDIA Ada Lovelace architecture. We announced NVIDIA Avatar Cloud Engine for Games, a custom AI model foundry service using AI-powered natural
language interactions to transform games and launched DLSS 3.5 Ray Reconstruction. Additionally, we released TensorRT-LLM for Windows and launched
GeForce RTX 40-Series SUPER GPUs. Gaming reached a milestone of 500 AI-powered RTX games and applications utilizing NVIDIA DLSS, ray tracing and
other NVIDIA RTX technologies.
Professional Visualization revenue for fiscal year 2024 was $1.6 billion, up 1% from fiscal year 2023. In Professional Visualization, we announced new GPUs

based on the NVIDIA RTX Ada Lovelace architecture, and announced NVIDIA Omniverse Cloud, a fully managed service running in Microsoft Azure, for the
development and deployment of industrial metaverse applications.
Automotive revenue for fiscal year 2024 was $1.1 billion, up 21% from fiscal year 2023. In Automotive, we announced a partnership with MediaTek, which will
develop mainstream automotive systems on chips for global OEMs integrating a new NVIDIA GPU chiplet IP for AI and graphics. We furthered our collaboration
with Foxconn to develop next-generation
36

electric vehicles, and announced further adoption of NVIDIA DRIVE platform with BYD, XPENG, GWM, Li Auto, ZEEKR and Xiaomi.
Critical Accounting Estimates
Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The
preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of
revenue, expenses and related disclosure of contingencies. Critical accounting estimates are those estimates that involve a significant level of estimation
uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of inventories,
revenue recognition, and income taxes. Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form

10-K for a summary of significant accounting policies.
Inventories
We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and
for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels
and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management judgment.
Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions,
changes in market conditions, sudden and significant decreases in demand for our products, inventory obsolescence because of changing technology and
customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer

demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for
competitive products, including competitive actions. Cancellation or deferral of customer purchase orders could result in our holding excess inventory.
The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 2.7% in fiscal year 2024
and 7.5% in fiscal year 2023. Our inventory and capacity purchase commitments are based on forecasts of future customer demand. We account for our third-
party manufacturers' lead times and constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve months
for some products. We may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums and

provide deposits to secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions by our competitors,
new product transitions, and macroeconomic conditions - all of which may impact demand for our products.
Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further discussion.
Income Taxes
We are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is based on certain estimates and
judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based,
in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S. or foreign jurisdictions where we

operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our
estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax
liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements
accordingly.
As of the end of fiscal years 2024 and 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and
certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable
income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets

as income tax benefits during the period.
We recognize the benefit from a tax position only if it is more-likely-than-not that the position would be sustained upon audit based solely on the technical merits
of the tax position. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense.
37

Revenue Recognition
Revenue Allowances
For products sold with a right of return, we record a reduction to revenue by establishing a sales return allowance for estimated product returns at the time
revenue is recognized, based primarily on historical return rates. However, if product returns for a fiscal period are anticipated to exceed historical return rates,
we may determine that additional sales return allowances are required to reflect our estimated exposure for product returns. Return rights for certain stocking
distributors for specific products are contractually limited based on a percentage of prior quarter shipments. For shipments to other customers, we do not allow
returns, although we may approve returns for credit or refund based on applicable facts and circumstances.
We account for customer programs, which involve rebates and marketing development funds, as a reduction in revenue and accrue for such programs based on

the amount we expect to be claimed by customers. Certain customer programs include distributor price incentives or other channel programs for specific
products and customer classes which require judgement as to whether the applicable incentives will be attained. Estimates for customer program accruals
include a combination of historical attainment and claim rates and may be adjusted based on relevant internal and external factors.
License and Development Arrangements
Revenue from License and Development Arrangements is recognized over the period in which the development services are performed. Each fiscal reporting
period, we measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project.
Estimated total cost for each project includes a forecast of internal engineer personnel time expected to be incurred and other third-party costs as applicable.
Contracts with Multiple Performance Obligations

Our contracts may contain more than one performance obligation. Judgement is required in determining whether each performance obligation within a customer
contract is distinct. Except for License and Development Arrangements, NVIDIA products and services function on a standalone basis and do not require a
significant amount of integration or interdependency. Therefore, multiple performance obligations contained within a customer contract are considered distinct
and are not combined for revenue recognition purposes.
We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling
price basis. In certain cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable

circumstances to similar customers. If standalone selling price is not directly observable, such as when we do not sell a product or service separately, we
determine standalone selling price based on market data and other observable inputs.
Change in Accounting Estimate
In February 2023, we assessed the useful lives of our property, plant, and equipment. Based on advances in technology and usage rate, we increased the
estimated useful life of a majority of the server, storage, and network equipment from three years to a range of four to five years, and assembly and test
equipment from five years to seven years. The estimated effect of this change for fiscal year 2024 was a benefit of $33 million and $102 million for cost of
revenue and operating expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or
$0.05 per both basic and diluted share.
Results of Operations

A discussion regarding our financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023 is presented below. A discussion
regarding our financial condition and results of operations for fiscal year 2023 compared to fiscal year 2022 can be found under Item 7 in our Annual Report on
Form 10-K for the fiscal year ended January 29, 2023, filed with the SEC on February 24, 2023, which is available free of charge on the SEC’s website at
http://www.sec.gov and at our investor relations website, http://investor.nvidia.com.
38

The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income expressed as a percentage of revenue. 
  
Year Ended
 
Revenue
100.0 %
100.0 %
Cost of revenue
27.3 
43.1 
Gross profit
72.7 
56.9 
 
Research and development
14.2 
27.2 
Sales, general and administrative
4.4 
9.1 
Acquisition termination cost
— 
5.0 
Total operating expenses
18.6 
41.3 
54.1 
15.6 
Interest income
1.4 
1.0 
Interest expense
(0.4)
(1.0)
Other, net
0.4 
(0.1)
Other income (expense), net
1.4 
(0.1)
Income before income tax
55.5 
15.5 
Income tax expense (benefit)
6.6 
(0.7)
Net income
48.9 %
16.2 %
Reportable Segments
Revenue by Reportable Segments
Year Ended
$
Change
%
Change
($ in millions)
Compute & Networking
$
47,405 
$
15,068 
$
32,337 
215 %
Graphics
13,517 
11,906 
1,611 
14 %
Total
$
60,922 
$
26,974 
$
33,948 
126 %

$
32,337 
215 %
Graphics
13,517 
11,906 
1,611 
14 %
Total
$
60,922 
$
26,974 
$
33,948 
126 %
Operating Income by Reportable Segments
Year Ended
$
Change
%
Change
$
32,016 
$
5,083 
$
26,933 
530 %
Graphics
5,846 
4,552 
1,294 
28 %
All Other
(4,890)
(5,411)
521 
(10)%
Total
$
32,972 
$
4,224 
$
28,748 
681 %
Compute & Networking revenue – The year-on-year increase was due to higher Data Center revenue. Compute grew 266% due to higher shipments of the
NVIDIA Hopper GPU computing platform for the training and inference of LLMs, recommendation engines and generative AI applications. Networking was up
133% due to higher shipments of InfiniBand.
Graphics revenue – The year-on-year increase was led by growth in Gaming of 15% driven by higher sell-in to partners following the normalization of channel
inventory levels.

Reportable segment operating income – The year-on-year increase in Compute & Networking and Graphics operating income was driven by higher revenue.
39

All Other operating loss - The year-on-year decrease was due to the $1.4 billion Arm acquisition termination cost in fiscal year 2023, partially offset by a $839
million increase in stock-based compensation expense in fiscal year 2024.
Concentration of Revenue
Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and
gamers in a different location. Revenue from sales to customers outside of the United States accounted for 56% and 69% of total revenue for fiscal years 2024
and 2023, respectively.
Our direct and indirect customers include public cloud, consumer internet companies, enterprises, startups, public sector entities, OEMs, ODMs, system
integrators, AIB, and distributors.
Sales to one customer, Customer A, represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment.

One indirect customer which primarily purchases our products through system integrators and distributors, including through Customer A, is estimated to have
represented approximately 19% of total revenue for fiscal year 2024, attributable to the Compute & Networking segment.
Our estimated Compute & Networking demand is expected to remain concentrated.
There were no customers with 10% or more of total revenue for fiscal years 2023 and 2022.
Gross Profit and Gross Margin
Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors, including wafer
fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such
purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes

acquisition-related costs, development costs for license and service arrangements, IP-related costs, and stock-based compensation related to personnel
associated with manufacturing operations.
Our overall gross margin increased to 72.7% in fiscal year 2024 from 56.9% in fiscal year 2023. The year over year increase was primarily due to strong Data
Center revenue growth of 217% and lower net inventory provisions as a percentage of revenue.
Provisions for inventory and excess inventory purchase obligations totaled $2.2 billion for both fiscal years 2024 and 2023. Sales of previously reserved
inventory or settlements of excess inventory purchase obligations resulted in a provision release of $540 million and $137 million for fiscal years 2024 and 2023,
respectively. The net effect on our gross margin was an unfavorable impact of 2.7% and 7.5% in fiscal years 2024 and 2023, respectively.
Operating Expenses
 
Year Ended
 
$
Change
%
Change
 
Year Ended
 
$
Change
%
Change
 
Research and development expenses
$
8,675 
$
7,339 
$
1,336 
18 %
% of net revenue
14.2 %
27.2 %
 
Sales, general and administrative expenses
2,654 
2,440 
214 
9 %
4.4 %
9.1 %
 
— 
1,353 
(1,353)
(100)%
— %
5.0 %
$
11,329 
$
11,132 
$
197 
2 %
18.6 %
41.3 %
The increase in research and development expenses and sales, general and administrative expenses for fiscal year 2024 was primarily driven by compensation
and benefits, including stock-based compensation, reflecting employee growth and compensation increases.
Acquisition Termination Cost
We recorded an acquisition termination cost related to the Arm transaction of $1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at
signing.
40

Other Income (Expense), Net
 
Year Ended
 
$
Change
 
$
866 
$
267 
$
599 
(257)
(262)
5 
Other, net
237 
(48)
285 
$
846 
$
(43)
$
889 
Interest income consists of interest earned on cash, cash equivalents and marketable securities. The increase in interest income was due to higher yields on
higher cash balances.
Interest expense is comprised of coupon interest and debt discount amortization related to our notes.
Other, net, consists of realized or unrealized gains and losses from investments in non-affiliated entities and the impact of changes in foreign currency rates.
Change in Other, net, compared to fiscal year 2023 was driven by changes in value from our non-affiliated investments. Refer to Note 9 of the Notes to the

Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our investments in non-affiliated
entities.
We recognized income tax expense of $4.1 billion for fiscal year 2024 and income tax benefit of $187 million for fiscal year 2023. Income tax as a percentage of
income before income tax was an expense of 12.0% for fiscal year 2024 and a benefit of 4.5% for fiscal year 2023.
During the third quarter of fiscal year 2024, the Internal Revenue Service, or IRS, audit of our federal income tax returns for fiscal years 2018 and 2019 was
resolved. We recognized a non-cash net benefit of $145 million, related to this IRS audit resolution, for effectively settled positions. This benefit consists of a
reduction in unrecognized tax benefits of $236 million and related accrued interest of $17 million, net of federal benefit, partially offset by additional cash tax

payments and reductions in tax attribute carryforwards of $108 million.
The effective tax rate increased due to a decreased impact of tax benefits from the FDII deduction, stock-based compensation, and the U.S. federal research tax
credit, relative to the increase in income before income tax. The increase in the effective tax rate was partially offset by a benefit due to the IRS audit resolution.
Our effective tax rates for fiscal years 2024 and 2023 were lower than the U.S. federal statutory rate of 21% due primarily to tax benefits from the FDII deduction,
stock-based compensation and the U.S. federal research tax credit. Our effective tax rate for fiscal year 2024 was additionally benefited by the IRS audit
resolution.
The OECD has announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules for a new 15% global minimum tax

applicable to large multinational corporations. Certain jurisdictions, including European Union member states and the United Kingdom, have enacted Pillar Two
legislation that will start to become effective for our fiscal year 2025. The OECD, and its member countries, continue to release new guidance and legislation on
Pillar Two and we continue to evaluate the impact on our financial position of the global implementation of these rules. Based on enacted laws, Pillar Two is not
expected to materially impact our effective tax rate or cash flows in the next fiscal year. New legislation or guidance could change our current assessment.
Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
41

Liquidity and Capital Resources
 
Cash and cash equivalents
$
7,280 
$
3,389 
Marketable securities
18,704 
9,907 
Cash, cash equivalents, and marketable securities
$
25,984 
$
13,296 
 
Year Ended
 
Net cash provided by operating activities
$
28,090 
$
5,641 
Net cash provided by (used in) investing activities
$
(10,566)
$
7,375 
Net cash used in financing activities
$
(13,633)
$
(11,617)
Our investment policy requires the purchase of highly rated fixed income securities, the diversification of investment types and credit exposures, and certain
maturity limits on our portfolio.
Cash provided by operating activities increased in fiscal year 2024 compared to fiscal year 2023, due to growth in revenue. Accounts receivable balance in fiscal
year 2024 reflected $557 million from customer payments received ahead of the invoice due date.

Cash provided by investing activities decreased in fiscal year 2024 compared to fiscal year 2023, primarily driven by lower marketable securities maturities and
higher purchases of marketable securities.
Cash used in financing activities increased in fiscal year 2024 compared to fiscal year 2023, due to a debt repayment and higher tax payments related to RSUs,
partially offset by lower share repurchases.
Liquidity
Our primary sources of liquidity are our cash, cash equivalents, and marketable securities, and the cash generated by our operations. At the end of fiscal year
2024, we had $26.0 billion in cash, cash equivalents and marketable securities. We believe that we have sufficient liquidity to meet our operating requirements
for at least the next twelve months, and for the foreseeable future, including our future supply obligations and $1.3 billion of debt repayment due in fiscal year

2025 and share purchases. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance
future capital requirements.
Our marketable securities consist of debt securities issued by the U.S. government and its agencies, highly rated corporations and financial institutions, and
foreign government entities, as well as certificates of deposit issued by highly rated financial institutions. These marketable securities are primarily denominated
in U.S. dollars. Refer to Note 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional
information.
During fiscal year 2025, we expect to use our existing cash, cash equivalents, and marketable securities, and the cash generated by our operations to fund our
capital investments of approximately $3.5 billion to $4.0 billion related to property and equipment.

Except for approximately $1.4 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related
foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketable securities held outside of the U.S.
at the end of fiscal year 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.
Capital Return to Shareholders
During fiscal year 2024, we paid $395 million in quarterly cash dividends.
Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the
dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

to repurchase additional shares of our
42

common stock up to $22.5 billion. From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule
10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we
weigh market factors and other investment opportunities. We plan to continue share repurchases this fiscal year.
The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made
after December 31, 2022 which was not material for fiscal year 2024.
Outstanding Indebtedness and Commercial Paper Program
Our aggregate debt maturities as of January 28, 2024, by year payable, are as follows:
 
Due in one year
$
1,250 
Due in one to five years
2,250 
Due in five to ten years
2,750 
Due in greater than ten years
3,500

2,250 
2,750 
3,500 
Unamortized debt discount and issuance costs
(41)
Net carrying amount
9,709 
Less short-term portion
(1,250)
Total long-term portion
$
8,459 
We have a $575 million commercial paper program to support general corporate purposes. As of the end of fiscal year 2024, we had no commercial paper
outstanding.
Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion.
Material Cash Requirements and Other Obligations
For a description of our long-term debt, purchase obligations, and operating lease obligations, refer to Note 12, Note 13, and Note 3 of the Notes to the
Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, respectively.
We have unrecognized tax benefits of $1.3 billion, which includes related interest and penalties of $140 million, recorded in non-current income tax payable at

the end of fiscal year 2024. We are unable to estimate the timing of any potential tax liability, interest payments, or penalties in individual years due to
uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions. Refer to Note 14 of the Notes to the
Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.
To date, there has been no material impact to our results of operations associated with global sustainability regulations, compliance, costs from sourcing
renewable energy or climate-related business trends.
Adoption of New and Recently Issued Accounting Pronouncements
Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of adoption of new
and recently issued accounting pronouncements.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Investment and Interest Rate Risk
We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment portfolio is managed consistent with our
overall liquidity strategy in support of both working capital needs and growth of our businesses.
As of the end of fiscal year 2024, we performed a sensitivity analysis on our investment portfolio. According to our analysis, parallel shifts in the yield curve of
plus or minus 0.5% would result in a change in fair value for these investments of $93 million.
As of the end of fiscal year 2024, we had $9.7 billion of senior Notes net outstanding. We carry the Notes at face value less unamortized discount on our
Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no
43

financial statement risk associated with changes in interest rates. Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of
this Annual Report on Form 10-K for additional information.
Foreign Exchange Rate Risk
We consider our direct exposure to foreign exchange rate fluctuations to be minimal as our sales are in United States dollars and foreign currency forward
contracts are used to offset movements of foreign currency exchange rate movements. Gains or losses from foreign currency remeasurement are included in
other income or expenses. The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years 2024
and 2023.
Sales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, therefore, are not subject to exchange rate

fluctuations. Increases in the value of the United States’ dollar relative to other currencies would make our products more expensive, which could negatively
impact our ability to compete. Conversely, decreases in the value of the United States’ dollar relative to other currencies could result in our suppliers raising their
manufacturing costs.
If the U.S. dollar strengthened by 10% as of January 28, 2024 and January 29, 2023, the amount recorded in accumulated other comprehensive income (loss)
related to our foreign exchange contracts before tax effect would have been $116 million and $112 million lower, respectively. Change in value recorded in
accumulated other comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency expenses when
recognized.
If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income

before taxes of $60 million and $36 million as of January 28, 2024 and January 29, 2023, respectively. These changes in fair values would be offset in other
income (expense), net by corresponding change in fair values of the foreign currency denominated monetary assets and liabilities, assuming the hedge
contracts fully cover the foreign currency denominated monetary assets and liabilities balances.
Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.
Item 8. Financial Statements and Supplementary Data
The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K. 
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None. 
Item 9A. Controls and Procedures
Disclosure Controls and Procedures

None. 
Based on their evaluation as of January 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our
disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance.
Management’s Annual Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act
Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2024 based on the criteria set forth in Internal

Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the
criteria set forth in Internal Control — Integrated Framework, our management concluded that our internal control over financial reporting was effective as of
January 28, 2024.
The effectiveness of our internal control over financial reporting as of January 28, 2024 has been audited by PricewaterhouseCoopers LLP, an independent
registered public accounting firm, as stated in its report which is included herein.
Changes in Internal Control Over Financial Reporting
There have been no changes in our internal control over financial reporting during the quarter ended January 28, 2024 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning,
or ERP, system, which will update much of our
44

existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will occur
in phases. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal
controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance
that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits

of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within NVIDIA have been detected.
Item 9B.  Other Information
On December 18, 2023, John O. Dabiri, a member of our Board of Directors, adopted a trading arrangement that is intended to satisfy the affirmative defense
conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of
January 26, 2024. The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not Applicable.
Part III

Part III 
Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or
the 2024 Proxy Statement, no later than 120 days after the end of fiscal year 2024, and certain information included therein is incorporated herein by reference.
Item 10. Directors, Executive Officers and Corporate Governance
Identification of Directors
Information regarding directors required by this item will be contained in our 2024 Proxy Statement under the caption “Proposal 1 - Election of Directors,” and is
hereby incorporated by reference.
Identification of Executive Officers
Reference is made to the information regarding executive officers appearing under the heading “Information About Our Executive Officers” in Part I of this Annual
Report on Form 10-K, which information is hereby incorporated by reference.
Identification of Audit Committee and Financial Experts

Information regarding our Audit Committee required by this item will be contained in our 2024 Proxy Statement under the captions “Report of the Audit
Committee of the Board of Directors” and “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.
Material Changes to Procedures for Recommending Directors
Information regarding procedures for recommending directors required by this item will be contained in our 2024 Proxy Statement under the caption “Information
About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.
Delinquent Section 16(a) Reports
Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our 2024 Proxy Statement under the caption
“Delinquent Section 16(a) Reports,” and is hereby incorporated by reference.
Code of Conduct

Information regarding our Code of Conduct required by this item will be contained in our 2024 Proxy Statement under the caption “Information About the Board
of Directors and Corporate Governance - Code of Conduct,” and is hereby incorporated by reference. The full text of our Code of Conduct and Financial Team
Code of Conduct are published on the Investor Relations portion of our website, under Governance, at www.nvidia.com. If we make any amendments to either
code, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on
our website or in a report on Form 8-K. The contents of our website are not a part of this Annual Report on Form 10-K. 
45

Item 11. Executive Compensation
Information regarding our executive compensation required by this item will be contained in our 2024 Proxy Statement under the captions “Executive
Compensation”, “Compensation Committee Interlocks and Insider Participation”, “Director Compensation” and “Compensation Committee Report,” and is hereby
incorporated by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Ownership of NVIDIA Securities
Information regarding ownership of NVIDIA securities required by this item will be contained in our 2024 Proxy Statement under the caption “Security Ownership
of Certain Beneficial Owners and Management,” and is hereby incorporated by reference.
Equity Compensation Plan Information
Information regarding our equity compensation plans required by this item will be contained in our 2024 Proxy Statement under the caption "Equity

Compensation Plan Information," and is hereby incorporated by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding related transactions and director independence required by this item will be contained in our 2024 Proxy Statement under the captions
“Review of Transactions with Related Persons” and “Information About the Board of Directors and Corporate Governance - Independence of the Members of the
Board of Directors,” and is hereby incorporated by reference.
Item 14. Principal Accountant Fees and Services
Information regarding accounting fees and services required by this item will be contained in our 2024 Proxy Statement under the caption “Fees Billed by the
Independent Registered Public Accounting Firm,” and is hereby incorporated by reference. 
46

Part IV
Item 15. Exhibit and Financial Statement Schedules
 
Page
(a)
1.
Financial Statements
 
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)
48
 
Consolidated Statements of Income for the years ended January 28, 2024, January 29, 2023, and January 30, 2022
50
Consolidated Statements of Comprehensive Income for the years ended January 28, 2024, January 29, 2023, and January 30,
2022
51
 
Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023
52
 
Consolidated Statements of Shareholders’ Equity for the years ended January 28, 2024, January 29, 2023, and January 30, 2022
53
 
Consolidated Statements of Cash Flows for the years ended January 28, 2024, January 29, 2023, and January 30, 2022
54
 
Notes to the Consolidated Financial Statements
55
2.
Financial Statement Schedule
 
Schedule II Valuation and Qualifying Accounts for the years ended January 28, 2024, January 29, 2023, and January 30, 2022
81
3.
Exhibits

81
3.
Exhibits
 
The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on
Form 10-K.
82
47

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of NVIDIA Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January 28, 2024 and
January 29, 2023, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in
the period ended January 28, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively
referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of January 28, 2024,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway

Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January
28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2024 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects,
effective internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued
by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for

its assessment of the effectiveness of internal control over financial reporting, included in Management’s Annual Report on Internal Control over Financial
Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal
control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules
and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable

assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal
control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and
significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control

over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other
procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial

reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of

effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance
with the policies or procedures may deteriorate.
48

Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or
required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and
(ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on
the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the
critical audit matter or on the accounts or disclosures to which it relates.
Valuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments

As described in Notes 1, 10 and 13 to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory
for excess or obsolete inventory and for excess product purchase commitments. Most of the Company’s inventory provisions relate to excess quantities of
products, based on the Company’s inventory levels and future product purchase commitments compared to assumptions about future demand and market
conditions. As of January 28, 2024, the Company’s consolidated inventories balance was $5.3 billion and the Company’s consolidated outstanding inventory
purchase and long-term supply and capacity obligations balance was $16.1 billion, of which a significant portion relates to inventory purchase obligations.
The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or

obsolete inventories and excess product purchase commitments, is a critical audit matter are the significant judgment by management when developing
provisions for excess or obsolete inventories and excess product purchase commitments, including developing assumptions related to future demand and
market conditions. This in turn led to significant auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s assumptions
related to future demand and market conditions.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial
statements. These procedures included testing the effectiveness of controls relating to management’s provisions for excess or obsolete inventories and excess
product purchase commitments, including controls over management’s assumptions related to future demand and market conditions. These procedures also

included, among others, testing management’s process for developing the provisions for excess or obsolete inventories and excess product purchase
commitments; evaluating the appropriateness of management’s approach; testing the completeness and accuracy of underlying data used in the approach; and
evaluating the reasonableness of management’s assumptions related to future demand and market conditions. Evaluating management’s assumptions related to
future demand and market conditions involved evaluating whether the assumptions used by management were reasonable considering (i) current and past
results, including historical product life cycle, (ii) the consistency with external market and industry data, and (iii) changes in technology.
/s/ PricewaterhouseCoopers LLP
San Jose, California
February 21, 2024
We have served as the Company’s auditor since 2004.
49

NVIDIA Corporation and Subsidiaries
Consolidated Statements of Income
(In millions, except per share data)
Year Ended
Jan 30, 2022
Revenue
$
60,922 
$
26,974 
$
26,914 
16,621 
11,618 
9,439 
44,301 
15,356 
17,475 
 
8,675 
7,339 
5,268 
2,654 
2,440 
2,166 
— 
1,353 
— 
11,329 
11,132 
7,434 
32,972 
4,224 
10,041 
866 
267 
29 
(257)
(262)
(236)
Other, net
237 
(48)
107 
846 
(43)
(100)
33,818 
4,181 
9,941 
4,058 
(187)
189 
Net income
$
29,760 
$
4,368 
$
9,752 
Net income per share:
Basic
$
12.05 
$
1.76 
$
3.91 
Diluted
$
11.93 
$
1.74 
$
3.85 
Weighted average shares used in per share computation:
Basic
2,469 
2,487 
2,496 
Diluted
2,494

Basic
2,469 
2,487 
2,496 
Diluted
2,494 
2,507 
2,535 
See accompanying notes to the consolidated financial statements.
50

Consolidated Statements of Comprehensive Income
Year Ended
Net income
$
29,760 
$
4,368 
$
9,752 
Other comprehensive income (loss), net of tax
Available-for-sale securities:
Net change in unrealized gain (loss)
80 
(31)
(16)
Reclassification adjustments for net realized gain included in net income
— 
1 
— 
80 
(30)
(16)
Cash flow hedges:
38 
47 
(43)
Reclassification adjustments for net realized gain (loss) included in net income
(48)
(49)
29 
Net change in unrealized loss
(10)
(2)
(14)
70 
(32)
(30)
Total comprehensive income
$
29,830 
$
4,336 
$
9,722 
51

Consolidated Balance Sheets
(In millions, except par value)
 
Assets
 
Current assets:
 
$
7,280 
$
3,389 
18,704 
9,907 
Accounts receivable, net
9,999 
3,827 
5,282 
5,159 
Prepaid expenses and other current assets
3,080 
791 
Total current assets
44,345 
23,073 
Property and equipment, net
3,914 
3,807 
Operating lease assets
1,346 
1,038 
Goodwill
4,430 
4,372 
Intangible assets, net
1,112 
1,676 
Deferred income tax assets
6,081 
3,396 
Other assets
4,500 
3,820 
Total assets
$
65,728 
$
41,182 
Liabilities and Shareholders' Equity
Current liabilities:
 
Accounts payable
$
2,699 
$
1,193 
Accrued and other current liabilities
6,682 
4,120 
Short-term debt
1,250 
1,250 
Total current liabilities
10,631 
6,563 
Long-term debt
8,459 
9,703 
Long-term operating lease liabilities
1,119 
902 
Other long-term liabilities
2,541 
1,913

9,703 
1,119 
902 
2,541 
1,913 
Total liabilities
22,750 
19,081 
Commitments and contingencies - see Note 13
Shareholders’ equity:
 
Preferred stock, $0.001 par value; 2 shares authorized; none issued
— 
— 
Common stock, $0.001 par value; 8,000 shares authorized; 2,464 shares issued and outstanding as of
January 28, 2024; 2,466 shares issued and outstanding as of January 29, 2023
2 
2 
Additional paid-in capital
13,132 
11,971 
 Accumulated other comprehensive income (loss)
27 
(43)
Retained earnings
29,817 
10,171 
Total shareholders' equity
42,978 
22,101 
Total liabilities and shareholders' equity
$
65,728 
$
41,182 
52

Consolidated Statements of Shareholders' Equity
Common Stock
Outstanding
Additional
Paid-in
Treasury
Accumulated
Other
Comprehensive
Retained
Total
Shareholders'
Shares
Amount
Capital
 Stock
 Income (Loss)
 Earnings
 Equity
Balances, Jan 31, 2021
2,479 
$
3 
$
8,719 
$
(10,756)
$
19 
$
18,908 
$
16,893 
Net income
— 
— 
— 
— 
— 
9,752 
9,752 
Other comprehensive loss
— 
— 
— 
— 
(30)
— 
(30)
Issuance of common stock from stock plans
35 
— 
281 
— 
— 
— 
281 
Tax withholding related to vesting of restricted stock units
(8)
— 
(614)
(1,290)
— 
— 
(1,904)
Cash dividends declared and paid ($0.16 per common share)
— 
— 
— 
— 
— 
(399)
(399)
Fair value of partially vested equity awards assumed in connection with
acquisitions
— 
— 
18 
— 
— 
— 
18 
Stock-based compensation
— 
— 
2,001 
— 
— 
— 
2,001 
Retirement of Treasury Stock
— 
— 
(20)
12,046 
— 
(12,026)
— 
Balances, Jan 30, 2022
2,506 
3 
10,385

— 
— 
(20)
12,046 
— 
(12,026)
— 
2,506 
3 
10,385 
— 
(11)
16,235 
26,612 
Net income
— 
— 
— 
— 
— 
4,368 
4,368 
— 
— 
— 
— 
(32)
— 
(32)
31 
— 
355 
— 
— 
— 
355 
(8)
— 
(1,475)
— 
— 
— 
(1,475)
Shares repurchased
(63)
(1)
(4)
— 
— 
(10,034)
(10,039)
— 
— 
— 
— 
— 
(398)
(398)
— 
— 
2,710 
— 
— 
— 
2,710 
Balances, Jan 29, 2023
2,466 
2 
11,971 
— 
(43)
10,171 
22,101 
Net income
— 
— 
— 
— 
— 
29,760 
29,760 
Other comprehensive income
— 
— 
— 
— 
70 
70 
26 
— 
403 
— 
— 
— 
403 
(7)
— 
(2,783)
— 
— 
— 
(2,783)
(21)
— 
(27)
— 
— 
(9,719)
(9,746)
— 
— 
— 
— 
— 
(395)
(395)

(9,746)
— 
— 
— 
— 
— 
(395)
(395)
— 
— 
3,568 
— 
— 
— 
3,568 
Balances, Jan 28, 2024
2,464 
$
2 
$
13,132 
$
— 
$
27 
$
29,817 
$
42,978 
53

Consolidated Statements of Cash Flows
Year Ended
 
Cash flows from operating activities:
 
Net income
$
29,760 
$
4,368 
$
9,752 
Adjustments to reconcile net income to net cash provided by operating activities:
 
Stock-based compensation expense
3,549 
2,709 
2,004 
Depreciation and amortization
1,508 
1,544 
1,174 
Deferred income taxes
(2,489)
(2,164)
(406)
(Gains) losses on investments in non-affiliated entities, net
(238)
45 
(100)
— 
1,353 
— 
Other
(278)
(7)
47 
Changes in operating assets and liabilities, net of acquisitions:
 
Accounts receivable
(6,172)
822 
(2,215)
(98)
(2,554)
(774)
Prepaid expenses and other assets
(1,522)
(1,517)
(1,715)
1,531 
(551)
568 
2,025 
1,341 
581 
514 
252 
192 
28,090

581 
514 
252 
192 
28,090 
5,641 
9,108 
Cash flows from investing activities:
 
Proceeds from maturities of marketable securities
9,732 
19,425 
15,197 
Proceeds from sales of marketable securities
50 
1,806 
1,023 
Purchases of marketable securities
(18,211)
(11,897)
(24,787)
Purchases related to property and equipment and intangible assets
(1,069)
(1,833)
(976)
Acquisitions, net of cash acquired
(83)
(49)
(263)
Investments in non-affiliated entities and other, net
(985)
(77)
(24)
(10,566)
7,375 
(9,830)
Cash flows from financing activities:
 
Proceeds related to employee stock plans
403 
355 
281 
Payments related to repurchases of common stock
(9,533)
(10,039)
— 
Payments related to tax on restricted stock units
(2,783)
(1,475)
(1,904)
Repayment of debt
(1,250)
— 
(1,000)
Dividends paid
(395)
(398)
(399)

(2,783)
(1,475)
(1,904)
(1,250)
— 
(1,000)
(395)
(398)
(399)
Principal payments on property and equipment and intangible assets
(74)
(58)
(83)
Issuance of debt, net of issuance costs
— 
— 
4,977 
Other
(1)
(2)
(7)
Net cash provided by (used in) financing activities
(13,633)
(11,617)
1,865 
Change in cash and cash equivalents
3,891 
1,399 
1,143 
Cash and cash equivalents at beginning of period
3,389 
1,990 
847 
Cash and cash equivalents at end of period
$
7,280 
$
3,389 
$
1,990 
Supplemental disclosures of cash flow information:
Cash paid for income taxes, net
$
6,549 
$
1,404 
$
396 
Cash paid for interest
$
252 
$
254 
$
246 
54

Note 1 - Organization and Summary of Significant Accounting Policies
All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries.
Fiscal Year
We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2024, 2023 and 2022 were all 52-week years.
Principles of Consolidation
Our consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All intercompany balances and
transactions have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue
and expenses during the reporting period. Actual results could differ materially from our estimates. On an on-going basis, we evaluate our estimates, including
those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories and product purchase commitments, income
taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, property, plant, and equipment, and
other contingencies. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

estimated useful life of most of our server, storage, and network equipment from three to four or five years, and our assembly and test equipment from five to
seven years. The effect of this change for the fiscal year ended January 28, 2024 was a benefit of $33 million and $102 million for cost of revenue and operating
expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or $0.05 per both basic and
diluted share.
We derive our revenue from product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services. We
determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in
the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is

allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance
obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation.
Product Sales Revenue
Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in
exchange for those products. Certain products are sold with support or an extended warranty for the incorporated system, hardware, and/or software. Support
and extended warranty revenue are recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for
returns, customer programs and any taxes collected from customers.

we may determine that additional sales return allowances are required to accurately reflect our estimated exposure for product returns.
Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and marketing
development funds, or MDFs, which represent monies paid to our partners that are earmarked for market segment development and are designed to support our
partners’ activities while also promoting NVIDIA products. We account for customer programs as a reduction to revenue and accrue for such programs for
potential rebates and MDFs based on the amount we expect to be claimed by customers.
55

(Continued)
Our license and development arrangements with customers typically require significant customization of our IP components. As a result, we recognize the
revenue from the license and the revenue from the development services as a single performance obligation over the period in which the development services
are performed. We measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each
project. If a loss on an arrangement becomes probable during a period, we record a provision for such loss in that period.
Software Licensing
Our software licenses provide our customers with a right to use the software when it is made available to the customer. Customers may purchase either

perpetual licenses or subscriptions to licenses, which differ mainly in the duration over which the customer benefits from the software. Software licenses are
frequently sold along with the right to receive, on a when-and-if available basis, future unspecified software updates and upgrades. Revenue from software
licenses is recognized up front when the software is made available to the customer. Software support revenue is recognized ratably over the service period, or
as services are performed.
Cloud Services
Cloud services, which allow customers to use hosted software and hardware infrastructure without taking possession of the software or hardware, are provided
on a subscription basis or a combination of subscription plus usage. Revenue related to subscription-based cloud services is recognized ratably over the
contract period. Revenue related to cloud services based on usage is recognized as usage occurs. Cloud services are typically sold on a standalone basis, but

certain offerings may be sold with hardware and/or software and related support.
Our contracts may contain more than one of the products and services listed above, each of which is separately accounted for as a distinct performance
obligation. We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements
indicate that they may be so closely related that they are, in effect, parts of a single contract.
price basis. The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances
and to similar customers. When determining standalone selling price, we maximize the use of observable inputs.

If a contract contains a single performance obligation, no allocation is required.
Product Warranties
We offer a limited warranty to end-users ranging from one to three years for products to repair or replace products for manufacturing defects or hardware
component failures. Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited
circumstances, we may offer an extended limited warranty to customers for certain products. We also accrue for known warranty and indemnification issues if a
loss is probable and can be reasonably estimated.
Stock-based Compensation
We use the closing trading price of our common stock on the date of grant, minus a dividend yield discount, as the fair value of awards of restricted stock units,
or RSUs, and performance stock units that are based on our corporate financial performance targets, or PSUs. We use a Monte Carlo simulation on the date of

grant to estimate the fair value of performance stock units that are based on market conditions, or market-based PSUs. The compensation expense for RSUs
and market-based PSUs is recognized using a straight-line attribution method over the requisite employee service period while compensation expense for PSUs
is recognized using an accelerated amortization model. We estimate the fair value of shares to be issued under our employee stock purchase plan, or ESPP,
using the Black-Scholes model at the commencement of an offering period in March and September of each year. Stock-based compensation for our ESPP is
expensed using an accelerated amortization model. Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and
revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience.
Litigation, Investigation and Settlement Costs

We currently, are, and will likely continue to be subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and
other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third
parties, and other matters. There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions
56

or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments. If information becomes
available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the
loss associated with such events, we will record the loss in accordance with U.S. GAAP. However, the actual liability in any such litigation or investigation may be
materially different from our estimates, which could require us to record additional costs.
Foreign Currency Remeasurement
We use the U.S. dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and liabilities are remeasured into United States dollars

at end-of-period exchange rates. Non-monetary assets and liabilities such as property and equipment and equity are remeasured at historical exchange rates.
Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet
amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in earnings in our Consolidated
Statements of Income and to date have not been significant.
We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax
jurisdiction. We recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our estimate of future tax effects attributable to temporary

differences and carryforwards; and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available
evidence and judgment, are not expected to be realized.
Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of
complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome,
changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we
recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be

due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to
recognize an income tax benefit or additional income tax expense in our financial statements accordingly.
As of January 28, 2024, we had a valuation allowance of $1.6 billion related to capital loss carryforwards, and certain state and other deferred tax assets that
management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent
realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

Net Income Per Share
Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is
computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any
anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.
Cash and Cash Equivalents and Marketable Securities
We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be
cash equivalents. Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased. We currently

classify our investments as current based on the nature of the investments and their availability for use in current operations.
We classify our cash equivalents and marketable securities related to debt securities at the date of acquisition as available-for-sale. These available-for-sale
debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income or loss, a component
of shareholders’ equity, net of tax. The fair value of interest-bearing debt securities includes accrued interest. Realized gains and losses on the sale of
marketable securities are determined using the specific-identification method and recorded in the other income (expense), net, section of our Consolidated
Statements of Income.
Available-for-sale debt investments are subject to a periodic impairment review. If the estimated fair value of available-for-sale debt securities is less than its

amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is
more likely than not we will be required or
57

we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in the other income
(expense), net section of our Consolidated Statements of Income.
Fair Value of Financial Instruments
The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short
maturities as of January 28, 2024 and January 29, 2023. Marketable securities are comprised of available-for-sale securities that are reported at fair value with
the related unrealized gains or losses included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax. Fair value

of the marketable securities is determined based on quoted market prices. Derivative instruments are recognized as either assets or liabilities and are measured
at fair value. The accounting for changes in the fair value of a derivative depends on the intended use of the derivative and the resulting designation. For
derivative instruments designated as fair value hedges, the gains or losses are recognized in earnings in the periods of change together with the offsetting
losses or gains on the hedged items attributed to the risk being hedged. For derivative instruments designated as cash-flow hedges, the effective portion of the
gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when
the hedged exposure is recognized in earnings. For derivative instruments not designated for hedge accounting, changes in fair value are recognized in
earnings.
Concentration of Credit Risk

earnings.
Financial instruments that potentially subject us to concentrations of credit risk consist primarily of cash equivalents, marketable securities, and accounts
receivable. Our investment policy requires the purchase of highly-rated fixed income securities, the diversification of investment type and credit exposures, and
includes certain limits on our portfolio duration. We perform ongoing credit evaluations of our customers’ financial condition and maintain an allowance for
potential credit losses. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Our overall
estimated exposure excludes amounts covered by credit insurance and letters of credit.
Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis. Inventory costs consist

primarily of the cost of semiconductors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead
associated with such purchases, final test yield fallout, and shipping costs, as well as the cost of purchased memory products and other component parts. We
charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for
excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products, based on our inventory levels and future product
purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a
new cost basis for the inventory that is not subsequently written-up. We record a liability for noncancelable purchase commitments with suppliers for quantities in

excess of our future demand forecasts consistent with our valuation of obsolete or excess inventory.
Property and Equipment
Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method
based on the estimated useful lives of the assets of three to seven years. Once an asset is identified for retirement or disposition, the related cost and
accumulated depreciation or amortization are removed, and a gain or loss is recorded. The estimated useful lives of our buildings are up to thirty years.
Depreciation expense includes the amortization of assets recorded under finance leases. Leasehold improvements and assets recorded under finance leases
are amortized over the shorter of the expected lease term or the estimated useful life of the asset.
Leases

Leases
We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease
assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our
right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term.
Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing
rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to
extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease
term.

term.
We combine the lease and non-lease components in determining the operating lease assets and liabilities.
58

Goodwill
Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment exist. In completing
our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit basis. 
Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting units.
The quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit’s fair value. The income and market
valuation approaches consider factors that include, but are not limited to, prospective financial information, growth rates, residual values, discount rates and

comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic
factors and the future profitability of our business. 
Intangible Assets and Other Long-Lived Assets
Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under
technology licenses, patents, and acquired IP. We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a
method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably
determined, using a straight-line amortization method.
Long-lived assets, such as property and equipment and intangible assets subject to amortization, are reviewed for impairment whenever events or changes in

circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. The recoverability of assets or asset groups to be held and
used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by
the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the
amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group. Fair value is determined based
on the estimated discounted future cash flows expected to be generated by the asset or asset group. Assets and liabilities to be disposed of would be separately
presented in the Consolidated Balance Sheet and the assets would be reported at the lower of the carrying amount or fair value less costs to sell, and would no
longer be depreciated.
Business Combination

We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on
their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded
as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently
uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of
projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and,

therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we may
record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final
determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated
Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.
Investments in Non-Affiliated Entities
Our investment in non-affiliates consists of marketable equity securities, which are publicly traded, and non-marketable equity securities, which are investments
in privately held companies. Marketable equity securities have readily determinable fair values with changes in fair value recorded in other income (expense),

net. Non-marketable equity securities include investments that do not have a readily determinable fair value. The investments that do not have readily
determinable fair value are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly
transactions for an identical or similar investment in the same issuer, or the measurement alternative. Fair value is based upon observable inputs in an inactive
market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. All gains and losses on these investments,
realized and unrealized, are recognized in other income (expense), net on our Consolidated Statements of Income.
We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative

based on quantitative and qualitative factors. If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value
and record the corresponding charge through other income (expense), net on our Consolidated Statements of Income.
59

Recently Issued Accounting Pronouncements
Recent Accounting Pronouncements Not Yet Adopted
In November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard to provide for additional disclosures about significant
expenses in operating segments. The standard is effective for our annual reporting for fiscal year 2025 and for interim period reporting starting in fiscal year 2026
retrospectively. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.
In December 2023, the FASB issued a new accounting standard which provides for new and changes to income tax disclosures including disaggregation of the
rate reconciliation and income taxes paid disclosures. The amendments in the standard are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively, with retrospective application permitted. We expect to adopt this standard in our annual period
beginning fiscal year 2026. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.
Note 2 - Business Combination
Termination of the Arm Share Purchase Agreement
In February 2022, NVIDIA and SoftBank Group Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have
acquired Arm from SoftBank. The parties agreed to terminate it due to significant regulatory challenges preventing the completion of the transaction. We
recorded an acquisition termination cost of $1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.
Note 3 - Leases
Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center space, with

lease periods expiring between fiscal years 2025 and 2035.
Future 
minimum 
lease 
payments 
under 
our 
non-cancelable 
operating 
leases 
as 
of 
January 
28, 
2024, 
are 
as 
follows:
Operating Lease Obligations
 
Fiscal Year:
 
2025
$
290 
2026
270 
2027
253 
2028
236 
2029
202 
2030 and thereafter
288 
Total
1,539 
Less imputed interest
192 
Present value of net future minimum lease payments
1,347 
Less short-term operating lease liabilities
228 
$
1,119 
In addition, we have operating leases, primarily for our data centers, that are expected to commence within fiscal year 2025 with lease terms of 1 to 10 years for
$1.1 billion.
Operating lease expenses for fiscal years 2024, 2023, and 2022 were $269 million, $193 million, $168 million, respectively. Short-term and variable lease
expenses for fiscal years 2024, 2023, and 2022 were not significant.
60

Other information related to leases was as follows:
Year Ended
 
Supplemental cash flows information
 
Operating cash flows used for operating leases
$
286 
$
184 
$
154 
Operating lease assets obtained in exchange for lease
obligations
$
531 
$
358 
$
266 
As of January 28, 2024, our operating leases had a weighted average remaining lease term of 6.1 years and a weighted average discount rate of 3.76%. As of
January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted average discount rate of 3.21%.
Note 4 - Stock-Based Compensation
Our stock-based compensation expense is associated with RSUs, performance stock units based on our corporate financial performance targets, or PSUs,
performance stock units based on market conditions, or market-based PSUs, and our ESPP.

Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:
 
Year Ended
 
$
141 
$
138 
$
141 
2,532 
1,892 
1,298 
876 
680 
565 
Total
$
3,549 
$
2,710 
$
2,004 
Stock-based compensation capitalized in inventories was not significant during fiscal years 2024, 2023, and 2022.
The following is a summary of equity awards granted under our equity incentive plans:
Year Ended
RSUs, PSUs and Market-based PSUs
Awards granted
14 
25 
18 
Estimated total grant-date fair value
$
5,316 
$
4,505 
$
3,492 
Weighted average grant-date fair value per share
$
374.08 
$
183.72 
$
190.69 
ESPP
Shares purchased
3 
3 
5

$
374.08 
$
183.72 
$
190.69 
ESPP
3 
3 
5 
Weighted average price per share
$
158.07 
$
122.54 
$
56.36 
$
69.90 
$
51.87 
$
23.24 
As of January 28, 2024, there was $8.6 billion of aggregate unearned stock-based compensation expense. This amount is expected to be recognized over a
weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.8 years for ESPP.
61

The fair value of shares issued under our ESPP have been estimated with the following assumptions:
 
Year Ended
 
(Using the Black-Scholes model)
ESPP
Weighted average expected life (in years)
0.1-2.0
0.1-2.0
0.1-2.0
Risk-free interest rate
3.9%-5.5%
—%-4.6%
—%-0.5%
Volatility
31%-67%
43%-72%
20%-58%
Dividend yield
0.1%
0.1%
0.1%
For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate
assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price
volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-

based PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the
dividend yield.
Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if
actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience.
Equity Incentive Program
We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in
connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted
them into our RSUs.
Amended and Restated 2007 Equity Incentive Plan
In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance
stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive
stock options. As of January 28, 2024, up to 37 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan.
Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were 147 million shares available for
future grants.
Subject to certain exceptions, RSUs granted to employees vest (A) over a four-year period, subject to continued service, with 25% vesting on a pre-determined
date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter, (B) over a three-year period, subject to continued service, with

40% vesting on a pre-determined date that is close to the anniversary of the date of grant and 7.5% vesting quarterly thereafter, or (C) over a four-year period,
subject to continued service, with 6.25% vesting quarterly. PSUs vest over a four-year period, subject to continued service, with 25% vesting on a pre-
determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter. Market-based PSUs vest 100% on about the three-
year anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the
Compensation Committee based on achievement of pre-determined criteria.
Amended and Restated 2012 Employee Stock Purchase Plan
In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.

Employees who participate in the 2012 Plan may have up to 15% of their earnings withheld to purchase shares of common stock. The Board may decrease this
percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months. The price of common stock purchased
under our 2012 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 fair
market value of the common stock on each purchase date within the offering. As of January 28, 2024, we had 227 million shares reserved for future issuance
under the 2012 Plan.
62

Equity Award Activity
The following is a summary of our equity award transactions under our equity incentive plans: 
RSUs, PSUs and Market-based PSUs Outstanding
 
Number of Shares
Weighted Average Grant-Date
Fair Value
45 
$
158.45 
Granted
14 
$
374.08 
Vested restricted stock
(21)
$
148.56 
Canceled and forfeited
(1)
$
206.35 
37 
$
245.94 
Vested and expected to vest after Jan 28, 2024
37 
$
245.49 
As of January 28, 2024 and January 29, 2023, there were 147 million and 160 million shares, respectively, of common stock available for future grants under our
equity incentive plans. 
The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 28, 2024, January 29, 2023, and January 30, 2022,

was $8.2 billion, $4.3 billion, and $5.6 billion, respectively.
Note 5 - Net Income Per Share
The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented:
 
Year Ended
 
Numerator:
 
Net income
$
29,760 
$
4,368 
$
9,752 
Denominator:
 
Basic weighted average shares
2,469 
2,487 
2,496 
Dilutive impact of outstanding equity awards
25 
20 
39 
Diluted weighted average shares
2,494 
2,507 
2,535 
 
Basic (1)
$
12.05 
$
1.76 
$
3.91 
Diluted (2)
$
11.93 
$
1.74 
$
3.85 
Equity awards excluded from diluted net income per share because their effect would have
been anti-dilutive
15 
40 
21 
(1)    Calculated as net income divided by basic weighted average shares.
(2)    Calculated as net income divided by diluted weighted average shares.
Note 6 - Goodwill

As of January 28, 2024, the total carrying amount of goodwill was $4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and
Graphics reporting units of $4.1 billion and $370 million, respectively. As of January 29, 2023, the total carrying amount of goodwill was $4.4 billion, consisting of
goodwill balances allocated to our Compute & Networking and Graphics reporting units of $4.0 billion and $370 million, respectively. Goodwill increased by
$59 million in fiscal year 2024 from an immaterial acquisition and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal
years 2024, 2023, and 2022, we completed our annual qualitative impairment tests and concluded that goodwill was not impaired.
63

Note 7 - Amortizable Intangible Assets
The components of our amortizable intangible assets are as follows:
 
Gross
Carrying
Amount
Amortization
Net 
Carrying
Amount
Gross
Carrying
Amount
Net 
Carrying
Amount
 
Acquisition-related intangible
assets (1)
$
2,642 
$
(1,720)
$
922 
$
3,093 
$
(1,614)
$
1,479 
Patents and licensed technology
449 
(259)
190 
446 
(249)
197 
Total intangible assets
$
3,091 
$
(1,979)
$
1,112 
$
3,539 
$
(1,863)
$
1,676 
(1)    During the first quarter of fiscal year 2023, we commenced amortization of a $630 million in-process research and development intangible asset related to our acquisition of
Mellanox.
Amortization expense associated with intangible assets for fiscal years 2024, 2023, and 2022 was $614 million, $699 million, and $563 million, respectively.

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 28, 2024:
Future Amortization Expense
 
2025
$
555 
2026
261 
2027
150 
2028
37 
2029
9 
100 
Total
$
1,112 
64

Note 8 - Cash Equivalents and Marketable Securities
Our cash equivalents and marketable securities related to debt securities are classified as “available-for-sale” debt securities.
The following is a summary of cash equivalents and marketable securities:
 
Amortized
Cost
Unrealized
Gain
Loss
Estimated
Fair Value
Reported as
 
Cash Equivalents
Marketable
Securities
 
Corporate debt securities
$
10,126 
$
31 
$
(5)
$
10,152 
$
2,231 
$
7,921 
Debt securities issued by the U.S.
Treasury
9,517 
17 
(10)
9,524 
1,315 
8,209 
Debt securities issued by U.S.
government agencies
2,326 
8 
(1)
2,333 
89 
2,244 
Money market funds
3,031 
— 
— 
3,031 
3,031 
— 
Certificates of deposit
510 
— 
— 
510 
294 
216 
Foreign government bonds
174 
— 
— 
174 
60 
114 
Total
$
25,684 
$
56 
$
(16)
$
25,724 
$
7,020 
$
18,704 
 
Amortized
Cost

60 
114 
Total
$
25,684 
$
56 
$
(16)
$
25,724 
$
7,020 
$
18,704 
 
Amortized
Cost
Gain
Loss
Estimated
Fair Value
 
$
4,809 
$
— 
$
(12)
$
4,797 
$
1,087 
$
3,710 
Treasury
4,185 
1 
(44)
4,142 
— 
4,142 
1,836 
— 
(2)
1,834 
50 
1,784 
1,777 
— 
— 
1,777 
1,777 
— 
365 
— 
— 
365 
134 
231 
140 
— 
— 
140 
100 
40 
Total
$
13,112 
$
1 
$
(58)
$
13,055 
$
3,148 
$
9,907 
65

The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual securities have been in a
continuous loss position:
 
Less than 12 Months
12 Months or Greater
Total
 
Estimated Fair
Value
Gross
Unrealized Loss
Value
Gross
Value
Gross
 
Treasury
$
3,343 
$
(5)
$
1,078 
$
(5)
$
4,421 
$
(10)
1,306 
(3)
618 
(2)
1,924 
(5)
670 
(1)
— 
— 
670 
(1)
Total
$
5,319 
$
(9)
$
1,696 
$
(7)
$
7,015 
$
(16)
 
Total
 
Value
Gross
Value
Gross
Value
Gross
 
Value
Gross
Value
Gross
 
Treasury
$
2,444 
$
(21)
$
1,172 
$
(23)
$
3,616 
$
(44)
1,188 
(7)
696 
(5)
1,884 
(12)
1,307 
(2)
— 
— 
1,307 
(2)
Total
$
4,939 
$
(30)
$
1,868 
$
(28)
$
6,807 
$
(58)
The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. Net realized gains and losses were not
significant for all periods presented.
The amortized cost and estimated fair value of cash equivalents and marketable securities are shown below by contractual maturity.
 
Amortized
Cost
Estimated
Fair Value
Amortized
Cost
Estimated
Fair Value
 
Less than one year
$
16,336 
$
16,329 
$
9,738 
$
9,708 
Due in 1 - 5 years
9,348 
9,395 
3,374 
3,347 
Total
$
25,684 
$
25,724 
$
13,112 
$
13,055 
66

Note 9 - Fair Value of Financial Assets and Liabilities and Investments in Non-Affiliated Entities
The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from
active markets. We review fair value hierarchy classification on a quarterly basis.
Fair Value at
Pricing Category
Assets
Cash equivalents and marketable securities:
Level 1
$
3,031 
$
1,777 
Level 2
$
10,152 
$
4,797 
Debt securities issued by the U.S. Treasury
Level 2
$
9,524 
$
4,142 
Debt securities issued by U.S. government agencies
Level 2
$
2,333 
$
1,834 
Level 2
$
510 
$
365 
Level 2
$
174 
$
140 
Other assets (Investment in non-affiliated entities):

Level 2
$
174 
$
140 
Publicly-held equity securities
Level 1
$
225 
$
11 
Liabilities (1)
0.309% Notes Due 2023
Level 2
$
— 
$
1,230 
0.584% Notes Due 2024
Level 2
$
1,228 
$
1,185 
3.20% Notes Due 2026
Level 2
$
970 
$
966 
1.55% Notes Due 2028
Level 2
$
1,115 
$
1,099 
2.85% Notes Due 2030
Level 2
$
1,367 
$
1,364 
2.00% Notes Due 2031
Level 2
$
1,057 
$
1,044 
3.50% Notes Due 2040
Level 2
$
851 
$
870 
3.50% Notes Due 2050
Level 2
$
1,604 
$
1,637 
3.70% Notes Due 2060
Level 2
$
403 
$
410 
(1)    These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.
Our investments in non-affiliated entities include marketable equity securities, which are publicly traded, and non-marketable equity securities, which are

primarily investments in privately held companies. Our marketable equity securities have readily determinable fair values and are recorded as long-term other
assets on our Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income and expense, net on our Consolidated Statements
of Income. Marketable equity securities totaled $225 million and $11 million as of January 28, 2024 and January 29, 2023, respectively. The net unrealized and
realized gains and losses of investments in marketable securities net were not significant for fiscal years 2024, 2023 and 2022.
Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets. The carrying value of our non-marketable
equity securities totaled $1.3 billion and $288 million as of January 28, 2024 and January 29, 2023, respectively. Gains and losses on these investments,

realized and unrealized, are recognized in Other income and expense, net on our Consolidated Statements of Income.
67

Adjustments to the carrying value of our non-marketable equity securities accounted for under the measurement alternative were as follows:
Year Ended
Carrying amount as of Jan 29, 2023
$
288 
Adjustments related to non-marketable equity securities:
Net additions
859 
Unrealized gains
194 
Impairments and unrealized losses
(20)
Carrying amount as of Jan 28, 2024
$
1,321 
In the fourth quarter of fiscal year 2024, one of our private company investments completed a secondary equity raise that resulted in an unrealized gain of
$178 million.
Net unrealized gains recognized for the year ended January 28, 2024 for non-marketable investments in non-affiliated entities still held as of January 28, 2024
were $174 million. Net unrealized and realized gains related to non-marketable equity securities were not significant for fiscal years 2023 and 2022.

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses and impairments related to non-marketable equity
securities 
accounted 
for 
under 
the 
measurement 
alternative:
Cumulative gross unrealized gains
$
270 
Cumulative gross unrealized losses and impairments
(45)
Note 10 - Balance Sheet Components
Two customers accounted for 24% and 11% of our accounts receivable balance as of January 28, 2024. Two customers accounted for 14% and 11% of our
accounts receivable balance as of January 29, 2023.
Certain balance sheet components are as follows:
 
Inventories (1):
Raw materials
$
1,719 
$
2,430 
Work in-process
1,505 
466 
Finished goods
2,058 
2,263 
Total inventories
$
5,282 
$
5,159 
(1) In fiscal years 2024 and 2023, we recorded an inventory provision of $774 million and $1.0 billion, respectively, in cost of revenue.
68

Estimated
Useful Life
(In years)
Property and Equipment:
Land
$
218 
$
218 
(A)
Buildings, leasehold improvements, and furniture
1,816 
1,598 
(B)
Equipment, compute hardware, and software
5,200 
4,303 
3-7
Construction in process
189 
382 
(C)
Total property and equipment, gross
7,423 
6,501 
 
Accumulated depreciation and amortization
(3,509)
(2,694)
 
Total property and equipment, net
$
3,914 
$
3,807 
 
(A)
Land is a non-depreciable asset.
(B)
The estimated useful lives of our buildings are up to thirty years. Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the
expected remaining lease term.
(C)
Construction in process represents assets that are not available for their intended use as of the balance sheet date.

Depreciation expense for fiscal years 2024, 2023, and 2022 was $894 million, $844 million, and $611 million, respectively.
Accumulated amortization of leasehold improvements and finance leases was $400 million and $327 million as of January 28, 2024 and January 29, 2023,
respectively.
Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2024, 2023, and 2022 were $170 million, $374 million, and
$258 million, respectively.
 
Other assets:
Prepaid supply and capacity agreements (1)
$
2,458 
$
2,989 
Investments in non-affiliated entities
1,546 
299 
Prepaid royalties
364 
387 
Other
132 
145 
Total other assets
$
4,500 
$
3,820 
(1)
As of January 28, 2024 and January 29, 2023, there was an additional $2.5 billion and $458 million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other
current assets, respectively.
69

Accrued and Other Current Liabilities:
Customer program accruals
$
2,081 
$
1,196 
Excess inventory purchase obligations (1)
1,655 
954 
Deferred revenue (2)
764 
354 
Accrued payroll and related expenses
675 
530 
Product warranty and return provisions
415 
108 
Taxes payable
296 
467 
Operating leases
228 
176 
Unsettled share repurchases
187 
117 
Licenses and royalties
182 
149 
Other
199 
69 
Total accrued and other current liabilities
$
6,682 
$
4,120 
(1)
In fiscal years 2024 and 2023, we recorded an expense of approximately $1.4 billion and $1.1 billion, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand
projections, supplier charges and for penalties related to cancellations and underutilization.
(2)

(2)
Deferred revenue primarily includes customer advances and deferrals related to support for hardware and software, license and development arrangements, and cloud services. $233 million and
$35 million of the balance in fiscal 2024 and 2023 respectively, related to customer advances.
 
Other Long-Term Liabilities:
Income tax payable (1)
$
1,361 
$
1,204 
Deferred income tax
462 
247 
573 
218 
Licenses payable
80 
181 
Other
65 
63 
Total other long-term liabilities
$
2,541 
$
1,913 
(1)
Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties.
(2)
Deferred revenue primarily includes deferrals related to support for hardware and software.
Deferred Revenue

The following table shows the changes in deferred revenue during fiscal years 2024 and 2023.
 
Balance at beginning of period
$
572 
$
502 
Deferred revenue additions during the period
2,038 
830 
Revenue recognized during the period
(1,273)
(760)
Balance at end of period
$
1,337 
$
572 
Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $338 million. Revenue recognized during fiscal
year 2023 that was included in deferred revenue as of January 30, 2022 was $282 million.
Revenue related to remaining performance obligations represents the contracted license and development arrangements and support for hardware and
software. This includes deferred revenue currently recorded and amounts that will be
70

invoiced in future periods. Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and
recognized as revenue in future periods, was $1.1 billion as of January 28, 2024. We expect to recognize approximately 40% of this revenue over the next
twelve months and the remainder thereafter. This excludes revenue related to performance obligations for contracts with a length of one year or less.
Note 11 - Derivative Financial Instruments
We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. These
contracts are designated as cash flow hedges for hedge accounting treatment. Gains or losses on the contracts are recorded in accumulated other

comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should
occur.
We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are
denominated in currencies other than the U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair
value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary
assets and liabilities, which is also recorded in other income or expense.
The table below presents the notional value of our foreign currency forward contracts outstanding:
 
Designated as cash flow hedges
$
1,168 
$
1,128 
Non-designated hedges
$
597 
$
366

$
1,168 
$
1,128 
$
597 
$
366 
The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of January 28, 2024 and January 29, 2023.
As of January 28, 2024, all designated foreign currency forward contracts mature within 18 months. The expected realized gains and losses deferred into
accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.
During fiscal years 2024 and 2023, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or
loss was not significant and all such instruments were determined to be highly effective.
71

Note 12 - Debt
Long-Term Debt
The carrying value of our outstanding notes, the calendar year of maturity, and the associated interest rates were as follows:
 
Expected
Remaining Term
(years)
Effective
Interest Rate
 
0.309% Notes Due 2023 (1)
—
0.41%
$
— 
$
1,250 
0.4
0.66%
1,250 
1,250 
2.6
3.31%
1,000 
1,000 
4.4
1.64%
1,250 
1,250 
6.2
2.93%
1,500 
1,500 
7.4
2.09%
1,250 
1,250 
16.2
3.54%
1,000 
1,000 
26.2
3.54%
2,000 
2,000 
36.2
3.73%
500 
500 
 
(41)
(47)
 
9,709 
10,953 
(1,250)
(1,250)
$
8,459 
$
9,703

9,709 
10,953 
(1,250)
(1,250)
$
8,459 
$
9,703 
(1) In fiscal year 2024, we repaid the 0.309% Notes Due 2023.
All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest
semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.
As of January 28, 2024, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes.
Commercial Paper
We have a $575 million commercial paper program to support general corporate purposes. As of January 28, 2024, we had no commercial paper outstanding.
Note 13 - Commitments and Contingencies
Purchase Obligations
Our purchase obligations reflect our commitments to purchase components used to manufacture our products, including long-term supply and capacity

agreements, certain software and technology licenses, other goods and services and long-lived assets.
As of January 28, 2024, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $16.1 billion. We enter into agreements
with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the
option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the
payment of costs incurred through the date of cancellation. Other non-inventory purchase obligations were $4.6 billion, which includes $3.5 billion of multi-year
cloud service agreements, primarily to support our research and development efforts.
72

Total future purchase commitments as of January 28, 2024 are as follows:
Commitments
 
2025
$
17,316 
2026
1,143 
2027
1,060 
2028
770 
2029 and thereafter
418 
Total
$
20,707 
Accrual for Product Warranty Liabilities
The estimated amount of product warranty liabilities was $306 million and $82 million as of January 28, 2024 and January 29, 2023, respectively. The estimated
product returns and estimated product warranty activity consisted of the following:
Year Ended
$
82 
$
46 
$
22 
Additions
278 
145
40
Utilization
(54)
(109)
(16)
$
306 
$
82 
$
46 
In fiscal years 2024 and 2023, the additions in product warranty liabilities primarily related to Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our
technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a
maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications.
Litigation
Securities Class Action and Derivative Lawsuits
The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court
for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended
complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act,

and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand
between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the
Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including
attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to
dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from
judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel

affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in
dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to
reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a
stay of the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s
73

resolution of the matter. On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate. NVIDIA’s deadline to file a petition for a writ of
certiorari is March 4, 2024.
The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed
January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re
NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once
the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on

November 15, 2023, the parties are conferring regarding the next steps in this derivative matter. The lawsuit asserts claims, purportedly on behalf of us, against
certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b),
and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of
cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s
corporate governance and internal procedures.
The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et
al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the

In Re NVIDIA Corporation Securities Litigation action. Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties
are conferring regarding the next steps in these derivative matters. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors
of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a),
10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of
cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock
and unspecified corporate governance measures.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No.
2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and
insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on
GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of
unspecified corporate governance measures. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation
action.
Accounting for Loss Contingencies

action.
As of January 28, 2024, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief
that liabilities, while possible, are not probable. Further, except as specifically described above, any possible loss or range of loss in these matters cannot be
reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no
assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity
or financial position.
74

Note 14 - Income Taxes
The income tax expense (benefit) applicable to income before income taxes consists of the following:
 
Year Ended
 
Current income taxes:
 
Federal
$
5,710 
$
1,703 
$
482 
State
335 
46 
42 
Foreign
502 
228 
71 
Total current
6,547 
1,977 
595 
Deferred income taxes:
 
Federal
(2,499)
(2,165)
(420)
State
(206)
— 
— 
Foreign
216 
1 
14 
Total deferred
(2,489)
(2,164)
(406)
$
4,058 
$
(187)
$
189 
Income before income tax consists of the following:
 
Year Ended
 
U.S.
$
29,495 
$
3,477 
$
8,446 
Foreign
4,323 
704 
1,495 
$
33,818 
$
4,181 
$
9,941

$
3,477 
$
8,446 
Foreign
4,323 
704 
1,495 
$
33,818 
$
4,181 
$
9,941 
The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes as follows:
 
Year Ended
 
(In millions, except percentages)
Tax expense computed at federal statutory rate
$
7,102 
21.0 %
$
878 
21.0 %
$
2,088 
21.0 %
Expense (benefit) resulting from:
State income taxes, net of federal tax effect
120 
0.4 %
50 
1.2 %
42 
0.4 %
Foreign-derived intangible income
(1,408)
(4.2)%
(739)
(17.7)%
(520)
(5.2)%
(741)
(2.2)%
(309)
(7.4)%
(337)
(3.4)%
Foreign tax rate differential
(467)
(1.4)%
(83)
(2.0)%
(497)
(5.0)%
U.S. federal research and development tax credit
(431)
(1.3)%
(278)
(6.6)%
(289)
(2.9)%
— 
— %
261 
6.2 %
— 
— %
IP domestication
— 
— %
— 
— %
(244)
(2.5)%
Other
(117)
(0.3)%
33 
0.8 %
(54)
(0.5)%

6.2 %
— 
— %
— 
— %
— 
— %
(244)
(2.5)%
Other
(117)
(0.3)%
33 
0.8 %
(54)
(0.5)%
$
4,058 
12.0 %
$
(187)
(4.5)%
$
189 
1.9 %
75

The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are presented below:
 
Deferred tax assets:
 
Capitalized research and development expenditure
$
3,376 
$
1,859 
GILTI deferred tax assets
1,576 
800 
Accruals and reserves, not currently deductible for tax purposes
1,121 
686 
Research and other tax credit carryforwards
936 
951 
Net operating loss and capital loss carryforwards
439 
409 
Operating lease liabilities
263 
193 
106 
99 
Property, equipment and intangible assets
4 
66 
Other deferred tax assets
179 
91 
Gross deferred tax assets
8,000 
5,154 
Less valuation allowance
(1,552)
(1,484)
Total deferred tax assets
6,448 
3,670 
Deferred tax liabilities:
 
Unremitted earnings of foreign subsidiaries
(502)
(228)

6,448 
3,670 
 
(502)
(228)
(255)
(179)
Acquired intangibles
(74)
(115)
Gross deferred tax liabilities
(831)
(522)
Net deferred tax asset (1)
$
5,617 
$
3,148 
(1) Net deferred tax asset includes long-term deferred tax assets of $6.1 billion and $3.4 billion and long-term deferred tax liabilities of $462 million and $247 million for fiscal years
2024 and 2023, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets.
As of January 28, 2024, we intend to indefinitely reinvest approximately $1.1 billion and $250 million of cumulative undistributed earnings held by certain
subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences
related to these investments as the determination of such amount is not practicable.

As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards,
and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future
taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax
assets as income tax benefits during the period.
As of January 28, 2024, we had U.S. federal, state and foreign net operating loss carryforwards of $315 million, $342 million and $361 million, respectively. The
federal and state carryforwards will begin to expire in fiscal years 2026 and 2025, respectively. The foreign net operating loss carryforwards of $361 million may

be carried forward indefinitely. As of January 28, 2024, we had federal research tax credit carryforwards of $31 million, before the impact of uncertain tax
positions, that will begin to expire in fiscal year 2025. We have state research tax credit carryforwards of $1.6 billion, before the impact of uncertain tax positions.
$1.5 billion is attributable to the State of California and may be carried over indefinitely and $75 million is attributable to various other states and will begin to
expire in fiscal year 2025. As of January 28, 2024, we had federal capital loss carryforwards of $1.4 billion that will begin to expire in fiscal year 2025.
Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts
and circumstances. Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal

Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.
76

A reconciliation of gross unrecognized tax benefits is as follows:
 
$
1,238 
$
1,013 
$
776 
Increases in tax positions for current year
616 
268 
246 
Increases in tax positions for prior years
87 
1 
14 
Decreases in tax positions for prior years
(148)
(15)
(4)
Settlements
(104)
(9)
(8)
Lapse in statute of limitations
(19)
(20)
(11)
$
1,670 
$
1,238 
$
1,013 
Included in the balance of unrecognized tax benefits as of January 28, 2024 are $1.0 billion of tax benefits that would affect our effective tax rate if recognized.
We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes

within one year. The amount is classified as a long-term liability, or reduction of long-term amount refundable, if we anticipate payment or receipt of cash for
income taxes during a period beyond a year.
We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related
to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $42 million, $33 million, and $14 million during fiscal
years 2024, 2023 and 2022, respectively. As of January 28, 2024 and January 29, 2023, we have accrued $140 million and $95 million, respectively, for the
payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.
While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued position.

Accordingly, our provisions on federal, state and foreign tax-related matters to be recorded in the future may change as revised estimates are made or the
underlying matters are settled or otherwise resolved. As of January 28, 2024, we have not identified any positions for which it is reasonably possible that the total
amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.
We are subject to taxation by taxing authorities both in the United States and other countries. As of January 28, 2024, the significant tax jurisdictions that may be
subject to examination include the United States for fiscal years after 2020, as well as China, Germany, Hong Kong, India, Israel, Taiwan, and the United
Kingdom for fiscal years 2005 through 2023. As of January 28, 2024, the significant tax jurisdictions for which we are currently under examination include
Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023.

Note 15 - Shareholders’ Equity
Capital Return Program
to repurchase additional shares of our common stock up to $22.5 billion. From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares
for $1.9 billion pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue
additional share repurchases as we weigh market factors and other investment opportunities.

During fiscal years 2024, 2023, and 2022, we paid $395 million, $398 million, and $399 million in cash dividends to our shareholders, respectively. Our cash
dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend
program and the declaration of dividends thereunder are in the best interests of our shareholders.
In fiscal year 2022, we retired our existing 349 million treasury shares. These shares assumed the status of authorized and unissued shares upon retirement.
The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings, resulting in a reduction in additional paid-
in capital by $20 million and retained earnings by $12.0 billion. Any future repurchased shares will assume the status of authorized and unissued shares.
77

Note 16 - Employee Retirement Plans
We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our contribution expense for fiscal years 2024,
2023, and 2022 was $255 million, $227 million, and $168 million, respectively.
Note 17 - Segment Information 
Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating
segment basis for purposes of making decisions and assessing financial performance.
The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive artificial intelligence, or AI, Cockpit,
autonomous driving development agreements, and autonomous vehicle solutions; electric vehicle computing platforms; Jetson for robotics and other embedded

platforms; NVIDIA AI Enterprise and other software; and DGX Cloud.
The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for
gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU software for cloud-based visual and virtual computing; automotive
platforms for infotainment systems; and Omniverse Enterprise software for building and operating 3D internet applications.
Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our
unified architecture and therefore allocated between our two segments.
The “All Other” category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating

decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-
related and other costs, intellectual property related, or IP-related costs, acquisition termination cost, and other non-recurring charges and benefits that our
CODM deems to be enterprise in nature.
Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to
each reportable segment is included in operating results for each segment. However, our CODM does not evaluate depreciation and amortization expense by
operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same
as for our consolidated financial statements. The table below presents details of our reportable segments and the “All Other” category.
 
Compute &
Networking
Graphics

Compute &
Graphics
All Other
Consolidated
Year Ended Jan 28, 2024:
 
Revenue
$
47,405 
$
13,517 
$
— 
$
60,922 
Operating income (loss)
$
32,016 
$
5,846 
$
(4,890)
$
32,972 
Year Ended Jan 29, 2023:
 
Revenue
$
15,068 
$
11,906 
$
— 
$
26,974 
$
5,083 
$
4,552 
$
(5,411)
$
4,224 
Year Ended Jan 30, 2022:
 
Revenue
$
11,046 
$
15,868 
$
— 
$
26,914 
$
4,598 
$
8,492 
$
(3,049)
$
10,041 
78

Year Ended
Reconciling items included in "All Other" category:
$
(3,549)
$
(2,710)
$
(2,004)
Unallocated cost of revenue and operating expenses
(728)
(595)
(399)
Acquisition-related and other costs
(583)
(674)
(636)
IP-related and legal settlement costs
(40)
(23)
(10)
Restructuring costs and other
— 
(54)
— 
— 
(1,353)
— 
Other
10 
(2)
— 
Total
$
(4,890)
$
(5,411)
$
(3,049)
Revenue by geographic areas is designated based upon the billing location of the customer. End customer location may be different than our customer’s billing
location. Revenue by geographic areas was as follows: 
 
Year Ended
 
Revenue:
United States
$
26,966 
$
8,292 
$
4,349 
Taiwan
13,405 
6,986 
8,544 
China (including Hong Kong)

$
26,966 
$
8,292 
$
4,349 
Taiwan
13,405 
6,986 
8,544 
10,306 
5,785 
7,111 
Other countries
10,245 
5,911 
6,910 
Total revenue
$
60,922 
$
26,974 
$
26,914 
Revenue from sales to customers outside of the United States accounted for 56%, 69%, and 84% of total revenue for fiscal years 2024, 2023, and 2022,
respectively. The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.
Sales to one customer represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. No customer
represented 10% or more of total revenue for fiscal years 2023 and 2022.
The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:
 
Year Ended
 
Revenue:
$
47,525 
$
15,005 
$
10,613 
Gaming
10,447 
9,067 
12,462

Revenue:
$
47,525 
$
15,005 
$
10,613 
Gaming
10,447 
9,067 
12,462 
1,553 
1,544 
2,111 
1,091 
903 
566 
OEM and Other
306 
455 
1,162 
$
60,922 
$
26,974 
$
26,914 
79

The following table presents summarized information for long-lived assets by country. Long-lived assets consist of property and equipment and exclude other
assets, operating lease assets, goodwill, and intangible assets.
 
Long-lived assets:
$
2,595 
$
2,587 
Taiwan
773 
702 
Israel
325 
283 
221 
235 
Total long-lived assets
$
3,914 
$
3,807 
80

Schedule II – Valuation and Qualifying Accounts
Description
Balance at
Beginning of
Period
Additions
 
Deductions
 
Balance at
End of Period
 
Fiscal year 2024
 
Allowance for doubtful accounts
$
4 
$
— (1)
$
— (1)
$
4 
Sales return allowance
$
26 
$
213 (2)
$
(130) (4)
$
109 
Deferred tax valuation allowance
$
1,484 
$
162 (3)
$
(94) (3)
$
1,552 
Fiscal year 2023
 
$
4 
$
— (1)
$
— (1)
$
4 
$
13 
$
104 (2)
$
(91) (4)
$
26 
$
907 
$
577 (3)
$
— 
$
1,484 
Fiscal year 2022
 
$
4 
$
— (1)
$
— (1)
$
4 
$
17 
$
19 (2)
$
(23) (4)
$
13 
$
728 
$
179 (3)
$
— 
$
907 
(1)
Additions represent either expense or acquired balances and deductions represent write-offs.
(2)

(2)
Additions represent estimated product returns charged as a reduction to revenue or an acquired balance.
(3)
Additional valuation allowance on deferred tax assets not likely to be realized. Additions represent additional valuation allowance on capital loss carryforwards, and certain state and other deferred tax
assets. Deductions represent the release of valuation allowance on certain state deferred tax assets. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this
Annual Report on Form 10-K for additional information.
(4)
Represents sales returns.
81

Exhibit Index
Incorporated by Reference
Exhibit No.
Exhibit Description
Schedule/Form
Exhibit
Filing Date
2.1
Agreement and Plan of Merger, dated March 10, 2019, by and among NVIDIA
Corporation, NVIDIA International Holdings Inc., Mellanox Technologies Ltd.
and Teal Barvaz Ltd.
8-K
2.1
3/11/2019
2.2^
Share Purchase Agreement, dated September 13, 2020, by and among
NVIDIA, NVIDIA Holdings, Arm, SoftBank, and Vision Fund
8-K
2.1
9/14/2020
3.1
Restated Certificate of Incorporation
10-K
3.1
3/18/2022
3.2
Amendment to Restated Certificate of Incorporation of NVIDIA Corporation
8-K
3.1
6/6/2022
3.3
Bylaws of NVIDIA Corporation, Amended and Restated as of March 2, 2023
8-K
3.1
3/8/2023
4.1
Reference is made to Exhibits 3.1, 3.2 and 3.3
4.2
Specimen Stock Certificate
S-1/A
4.2
4/24/1998
4.3
Indenture, dated as of September 16, 2016, by and between the Company and
Computershare Trust Company, N.A., as successor to Wells Fargo Bank,
National Association, as Trustee
8-K
4.1
9/16/2016
4.4

8-K
4.1
9/16/2016
4.4
Officers’ Certificate, dated as of September 16, 2016
8-K
4.2
9/16/2016
4.5
Form of 2026 Note
8-K
Annex B-1 to
Exhibit 4.2
9/16/2016
4.6
Description of Securities
10-K
4.6
2/24/2023
4.7
Officers’ Certificate, dated as of March 31, 2020
8-K
4.2
3/31/2020
4.8
Form of 2030 Note
8-K
Annex A-1 to
3/31/2020
4.9
Form of 2040 Note
8-K
3/31/2020
4.10
Form of 2050 Note
8-K
Annex C-1 to
3/31/2020
4.11
Form of 2060 Note
8-K
Annex D-1 to
3/31/2020
4.12
Officers' Certificate, dated as of June 16, 2021
8-K
4.2
6/16/2021
4.13
Form of 2023 Note
8-K
6/16/2021
4.14
Form of 2024 Note
8-K
6/16/2021
4.15
Form of 2028 Note
8-K
6/16/2021
4.16
Form of 2031 Note
8-K
6/16/2021
10.1
Form of Indemnity Agreement between NVIDIA Corporation and each of its
directors and officers
8-K
10.1
3/7/2006
10.2+

8-K
10.1
3/7/2006
10.2+
10-K
10.2
2/24/2023
10.3+
Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director
Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock
Unit Agreement (2016)
10-K
10.26
3/12/2015
10.4+
Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement
(2016)
10-K
10.27
3/12/2015
10.5+
Amended and Restated 2007 Equity Incentive Plan - Global Performance-
Based Restricted Stock Unit Grant Notice and Performance-Based Restricted
Stock Unit Agreement (2019)
8-K
10.1
3/11/2019
10.6+
Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock
Unit Grant Notice and Global Restricted Stock Unit Agreement (2020)
10-Q
10.2
5/21/2020
82

10.7+
Unit Grant Notice and Global Restricted Stock Unit Agreement (2021)
10-Q
10.2
5/26/2021
10.8+
Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)
10-K
10.16
3/18/2022
10.9+
Unit Grant Notice and Global Restricted Stock Unit Agreement (2023)
10-K
10.14
2/24/2023
10.10+
10-Q
10.2
8/20/2021
10.11+
Variable Compensation Plan - Fiscal Year 2023
8-K
10.1
3/9/2022
10.12+
Variable Compensation Plan - Fiscal Year 2024
8-K
10.1
3/8/2023
10.13
Form of Commercial Paper Dealer Agreement between NVIDIA Corporation, as
Issuer, and the Dealer party thereto
8-K
10.1
12/15/2017
21.1*
Subsidiaries of Registrant
23.1*
Consent of PricewaterhouseCoopers LLP
24.1*
Power of Attorney (included in signature page)

23.1*
24.1*
31.1*
Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
31.2*
Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934
32.1#*
Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
32.2#*
Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934
97.1+*
Compensation Recovery Policy, as amended and restated November 30, 2023
101.INS*
XBRL Instance Document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104

101.PRE*
104
Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document
*  Filed herewith.
+  Management contract or compensatory plan or arrangement.
# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of
Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for
purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the
registrant specifically incorporates it by reference.

^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).
Copies of above exhibits not contained herein are available to any shareholder upon written request to:
Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051
Item 16. Form 10-K Summary
83

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized, on February 21, 2024.
By:
/s/ Jen-Hsun Huang 
 
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M.
Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and

authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes,
may lawfully do or cause to be done by virtue hereof.
84

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
Signature
Title
Date
/s/ JEN-HSUN HUANG 
President, Chief Executive Officer and Director
(Principal Executive Officer)
 
/s/ COLETTE M. KRESS 
(Principal Financial Officer)
 
/s/ DONALD ROBERTSON
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
Donald Robertson
/s/ ROBERT BURGESS
Director
Robert Burgess
/s/ TENCH COXE  
Director
Tench Coxe 
 
/s/ JOHN O. DABIRI
Director
John O. Dabiri
 
/s/ PERSIS DRELL
Director
Persis Drell
/s/ DAWN HUDSON
Director
Dawn Hudson
/s/ HARVEY C. JONES 
Director
Harvey C. Jones

Director
 
/s/ MELISSA B. LORA
Director
Melissa B. Lora
/s/ MICHAEL MCCAFFERY
Director
Michael McCaffery
/s/ STEPHEN C. NEAL
Director
Stephen C. Neal
/s/ MARK L. PERRY 
Director
Mark L. Perry 
 
/s/ A. BROOKE SEAWELL
Director
A. Brooke Seawell 
/s/ AARTI SHAH
Director
Aarti Shah
/s/ MARK STEVENS
Director
Mark Stevens 
 
85

EXHIBIT 21.1
SUBSIDIARIES OF REGISTRANT
The following is a list of subsidiaries of NVIDIA Corporation as of January 28, 2024, omitting subsidiaries which, considered in the aggregate,
would not constitute a significant subsidiary.
Subsidiaries of Registrant (All 100% owned)
State or Other Jurisdiction of Incorporation
Mellanox Technologies, Ltd
Israel
NVIDIA International, Inc.
Delaware, U.S.
NVIDIA Singapore Pte Ltd
Singapore

EXHIBIT 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-270119) and Form S-8 (Nos. 333-
74905, 333-51520, 333-74868, 333-100010, 333-106191, 333-114375, 333-123933, 333-132493, 333-140021, 333-143953, 333-181625, 333-
185036, 333-188775, 333-196259, 333-211615, 333-229774, 333-237833, 333-239164, 333-249570, 333-259044, and 333-267207) of NVIDIA
Corporation of our report dated February 21, 2024 relating to the financial statements, financial statement schedule and the effectiveness of
internal control over financial reporting, which appears in this Form 10-K.

EXHIBIT 31.1
CERTIFICATION
 
I, Jen-Hsun Huang, certify that:
 
1.  I have reviewed this Annual Report on Form 10-K of NVIDIA Corporation;
2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period
covered by this report;
 
3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.  The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as

defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-
15(f) and 15d-15(f)) for the registrant and have:  
(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,

to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):  
(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal
control over financial reporting.
Date:  February 21, 2024
 
/s/ JEN-HSUN HUANG
Jen-Hsun Huang        

EXHIBIT 31.2
 
I, Colette M. Kress, certify that:
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to
 
to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
 
 Date:  February 21, 2024
 
EXHIBIT 32.1
 
CERTIFICATION 
 
Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jen-Hsun Huang, the President and Chief Executive
Officer of NVIDIA Corporation (the “Company”), hereby certifies that, to the best of his knowledge:
1.  The Company's Annual Report on Form 10-K for the year ended January 28, 2024, to which this Certification is attached as Exhibit 32.1 (the
“Periodic Report”), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
2.  The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of
the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.
 
Jen-Hsun Huang    
 
A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be
retained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.
  
This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is
not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether
made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

EXHIBIT 32.2
 
Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Colette M. Kress, Executive Vice President and Chief
Financial Officer of NVIDIA Corporation (the “Company”), hereby certifies that, to the best of her knowledge:
1. The Company's Annual Report on Form 10-K for the year ended January 28, 2024, to which this Certification is attached as Exhibit 32.2 (the
2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of
 
/s/ COLETTE M. KRESS

COMPENSATION RECOVERY POLICY
Last updated: November 30, 2023
Policy Purpose | Applicability
This Policy provides for the Company’s recovery, in the event of an Accounting Restatement, of certain compensation received by the Company’s officers.
Specifically, this Policy applies to Incentive Compensation Received on or after the Effective Date by a Covered Officer (i) after beginning services as a Covered
Officer, (ii) who served as a Covered Officer at any time during the performance period for such Incentive Compensation, (iii) while the Company had a class of
securities listed on a national securities exchange or a national securities association, and (iv) during the Lookback Period.
This Policy is designed to comply, and shall be interpreted to be consistent, with the Compensation Recovery Rules. It shall be binding and enforceable against

all Covered Officers and, to the extent required by the Compensation Recovery Rules, their beneficiaries, heirs, executors, administrators or other legal
representatives.
This Policy amends and restates the Prior Policy with respect to all Incentive Compensation that is Received by a Covered Officer on and after the Effective
Date. The Prior Policy shall continue to apply to Incentive Compensation Received by a Covered Officer prior to the Effective Date.
Policy Statement | Responsibilities
In the event of an Accounting Restatement, regardless of whether or when any restated financial statements are filed, the Company must reasonably promptly
recover the full amount of the Recoverable Incentive Compensation, regardless of whether the Covered Officer engaged in any misconduct and regardless of
fault.
For any compensation plans or programs involving Incentive Compensation, the amount of Recoverable Incentive Compensation shall include the amount

contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive
Compensation that is based on stock price or TSR, where the amount of Recoverable Incentive Compensation is not subject to mathematical recalculation
directly from the information in an Accounting Restatement, the amount of Recoverable Incentive Compensation shall be based on a reasonable estimate of the
effect of the Accounting Restatement on the applicable stock price or TSR. The Company shall maintain documentation of the determination of that reasonable
estimate and provide it to Nasdaq in accordance with Rule 5608.
The Company would not be required to recover Recoverable Incentive Compensation if (I) (A) the direct expense paid to a third party to assist in enforcing this
Policy would exceed the amount of the Recoverable Incentive Compensation, or (B) recovery would likely cause an otherwise tax-qualified retirement plan,

under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Code Sections 401(a)(13) or 411(a) and regulations
thereunder and (II) the Committee (or in the absence of a Committee, a majority of the independent members of the Board) determines that recovery would be
impracticable. However, before concluding that it would be impracticable to recover any amount of Recoverable Incentive Compensation based on expense of
enforcement under (I)(A) of this paragraph, the Company shall make a reasonable attempt to recover such Recoverable Incentive Compensation, document its
reasonable attempt(s) to recover, and provide that documentation to Nasdaq in accordance with Rule 5608.
To the extent permitted by applicable law, the Committee shall, in its sole discretion, determine the timing and method for recovering Recoverable Incentive

Compensation, provided that the recovery is undertaken reasonably promptly. The Committee may, but is not limited to, seek recovery from a Covered Officer
from any or a combination of the following sources, irrespective of whether the applicable source of compensation was approved, awarded, granted, payable or
paid to the Covered Officer prior to, on, or after the Effective Date: (i) direct repayment of Recoverable Incentive Compensation previously paid to the Covered
Officer; (ii) cancelling or directing the return of prior cash or equity-based awards (whether vested or unvested and whether paid or unpaid); (iii) cancelling or
offsetting against any planned future cash or equity-based awards; (iv) forfeiture of any deferred compensation, subject to compliance with Code Section 409A;
and (v) any other method authorized by applicable
NVIDIA Corporation    Application: Global
Document Name: Compensation Recovery Policy - External            
Page 1 of 5

law or contract. The Committee need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive
Compensation.
The Company shall make any disclosures and filings with respect to the Policy that are required by law, including as required by the SEC.
Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the Company’s certificate of incorporation or
bylaws to the contrary, no Covered Officer shall be entitled to indemnification against the loss of Recoverable Incentive Compensation, nor shall any Covered
Officer be entitled to advancement of expenses in connection with any enforcement of this Policy by the Company, including payment or reimbursement for the
Covered Officer’s insurance premiums to cover potential obligations to the Company under this Policy. All Covered Officers are subject to this Policy pursuant to

the terms as set forth in Exhibit A.
Nothing in this Policy nor any recovery shall limit any claims, damages or other legal remedies the Company may have against a Covered Officer. This Policy
does not preclude the Company from taking any other action to enforce a Covered Officer’s obligations to the Company, including, without limitation, termination
of employment and/or institution of civil proceedings.
This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company’s Chief Executive Officer and
Chief Financial Officer and to any other compensation recovery policy and/or similar provisions in any employment, equity plan, equity award or other individual
agreement to which the Company is a party or which the Company has adopted or may adopt and maintain from time to time; provided, that any amounts

already recovered by or reimbursed to the Company under those requirements and provisions related to the same Accounting Restatement will be credited
towards the amount of any Recoverable Incentive Compensation under this Policy, except as may be required by applicable law or listing standards.
Any action by the Company to recover or any recovery of Recoverable Incentive Compensation under this Policy from a Covered Officer shall not be deemed (i)
“good reason” for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangements applicable to such
Covered Officer, or (ii) to constitute a breach of any contract or other arrangement to which such Covered Officer is a party.
COMPLIANCE, VIOLATIONS and CONSEQUENCES
The Company may be subject to delisting if it does not comply with this Policy.
ADMINISTRATION, TERMINATION and AMENDMENT

This Policy shall be administered by the Committee, unless otherwise determined by a majority of the independent members of the Board. Any determination by
the Committee with respect to this Policy shall be final, conclusive and binding on all interested parties and need not be uniform with respect to each individual
covered by this Policy. In carrying out the administration of this Policy, the Committee is authorized and directed to consult with the full Board, individual
members of the Board, or such other committees of the Board as may be necessary or appropriate as to matters within the scope of such other committee’s
responsibility and authority.
The Committee members and any other members of the Board who assist in the administration of this Policy shall not be personally liable for any action,

determination or interpretation made with respect to this Policy and shall be indemnified by the Company to the fullest extent under applicable law and Company
policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of Committee
members under applicable law or Company policy.
Subject to applicable law, the Committee may authorize and empower any officer or employee of the Company to take any and all actions that the Committee, in
its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy
involving such officer or employee).
Page 2 of 5

If any provision of this Policy or the application of any provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed
amended to the minimum extent necessary to render any such provision or application enforceable.
The Committee may amend, terminate or replace this Policy or any portion of this Policy at any time in its sole discretion, and shall amend this Policy as it
deems necessary to comply with applicable law or listing standards.
Speak Up | Reporting Concerns
If you are aware of a situation that may violate this Policy, you have a responsibility to report the incident to your immediate supervisor, Corporate Legal or to

NVIDIA-Compliance. Reports may also be submitted anonymously by using NVIDIA’s Speak Up system through EthicsPoint at 1-866-295-3993 (for the U.S.) or
via the web here. When reporting a concern, we encourage you to consider revealing your identity so that we can properly follow up and investigate alleged
violations. NVIDIA will ensure that appropriate confidentiality measures are taken and will not retaliate against anyone, who in good faith, reports a concern or
cooperates with an investigation, even when allegations are found to be unsubstantiated.
Resources | Questions
If you have any questions about any aspect of this Policy, you are encouraged to contact Corporate Legal.
Page 3 of 5

Definitions
Accounting
Restatement
An accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with
any financial reporting requirement under the securities laws, including any required accounting restatement to correct an
error in previously issued financial statements that is material to the previously issued financial statements, or that would
result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period
Restatement Date
The earlier to occur of (i) the date that the Board, a committee of the Board, or the officer or officers of the Company
authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the
Company is required to prepare an Accounting Restatement, or (ii) the date that a court, regulator or other legally

authorized body directs the Company to prepare an Accounting Restatement
Board
Board of Directors of the Company
Code
Internal Revenue Code of 1986, as amended
Committee
Compensation Committee of the Board
Company
Compensation
Recovery Rules
Section 10D and Rule 10D-1 of the Exchange Act and Rule 5608
Covered Officer
A current or former “executive officer,” as such term is defined in Section 10D and Rule 10D-1(d) of the Exchange Act and
Rule 5608
Effective Date
October 2, 2023
Exchange Act
Securities Exchange Act of 1934, as amended
Financial Reporting
Measure
A measure that is determined and presented in accordance with the accounting principles used in preparing the Company’s
financial statements, and any measure derived wholly or in part from such measure, including Company stock price and
TSR. A measure need not be presented in the Company’s financial statements or included in a filing with the SEC in order
to be a Financial Reporting Measure
Incentive

Incentive
Any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting
Measure
Lookback Period
The three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period
(resulting from a change in the Company’s fiscal year) within or immediately following those three completed fiscal years
(except that a transition period of at least nine months shall be deemed a completed fiscal year); provided, that the
Lookback Period shall not include fiscal years completed prior to October 2, 2023
Prior Policy
The Company’s Compensation Recovery Policy dated April 1, 2009
Received
Incentive Compensation is deemed “received” in the Company’s fiscal period in which the relevant Financial Reporting
Measure is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.
Recoverable Incentive

Incentive Compensation Received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive
Compensation that otherwise would have been Received had such amount been determined based on the Accounting
Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regarding to tax withholdings and
other deductions)
Rule 5608
Nasdaq Listing Rule 5608
SEC
Securities and Exchange Commission
TSR
Total shareholder return
Page 4 of 5

Exhibit A
Compensation Recovery Policy
Form of Executive Acknowledgment
I, the undersigned, agree and acknowledge that I am bound by, and subject to, the NVIDIA Corporation Compensation Recovery Policy dated November 30,
2023, as may be amended, restated, supplemented or otherwise modified from time to time (the “Policy”). In the event of any inconsistency between the Policy
and the terms of any employment agreement, offer letter, indemnity agreement or other individual agreement with NVIDIA Corporation (the “Company”) to which
I am a party, or the terms of any compensation plan, program or agreement, whether or not written, under which any compensation has been granted, awarded,
earned or paid to me, the terms of the Policy shall govern.
In the event that the Committee (as defined in the Policy) or other applicable administrator of the Policy determines that any compensation granted, awarded,

earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such
forfeiture and/or reimbursement. Notwithstanding anything to the contrary in the Company’s bylaws or in any indemnity agreement between the Company and
me, I further agree and acknowledge that I am not entitled to indemnification against the loss of any Recoverable Incentive Compensation, I am not entitled to
payment or reimbursement by the Company for premiums in connection with any insurance I may procure to cover potential obligations to the Company under
this Policy, and I hereby waive any right to advancement of expenses in connection with any enforcement of the Policy by the Company.
Agreed and Acknowledged:
    
Name:     
Title:     
Date:     
Page 5 of 5