NVIDIA CORP 10-K

ITEM 9A. CONTROLS AND PROCEDURES Controls and Procedures Disclosure Controls and Procedures Based on their evaluation as of January 31, 2021, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or 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 31, 2021 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 31, 2021. The effectiveness of our internal control over financial reporting as of January 31, 2021 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 Other than the acquisition of Mellanox that occurred during the second quarter of fiscal year 2021, there were no changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting despite the fact that virtually all of our employees are working remotely due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their operating effectiveness. We are in the process of integrating Mellanox into our systems and control environment. We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration. 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. 40 Table of Contents ITEM 9B. OTHER INFORMATION None. 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 2021 Proxy Statement, no later than 120 days after the end of fiscal year 2021, 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 2021 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 2021 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 2021 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 2021 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 2021 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. The contents of our website are not a part of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION Information regarding our executive compensation required by this item will be contained in our 2021 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. 41 Table of Contents 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 2021 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 2021 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 2021 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 ACCOUNTING FEES AND SERVICES Information regarding accounting fees and services required by this item will be contained in our 2021 Proxy Statement under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by reference. 42 Table of Contents PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE Page (a) 1. Financial Statements Report of Independent Registered Public Accounting Firm 44 Consolidated Statements of Income for the years ended January 31 , 202 1 , January 26, 2020, and January 27, 2019 47 Consolidated Statements of Comprehensive Income for the years ended January 31, 2021, January 26, 2020, and January 27, 2019 48 Consolidated Balance Sheets as of January 31, 2021 and January 26, 2020 49 Consolidated Statements of Shareholders’ Equity for the years ended January 31, 2021, January 26, 2020, and January 27, 2019 50 Consolidated Statements of Cash Flows for the years ended January 31, 2021, January 26, 2020, and January 27, 2019 51 Notes to the Consolidated Financial Statements 52 2. Financial Statement Schedule Schedule II Valuation and Qualifying Accounts for the years ended January 31, 2021, January 26, 2020, and January 27, 2019 78 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. 79 43 Table of Contents 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 31, 2021 and January 26, 2020, 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 31, 2021, 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 31, 2021, 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 31, 2021 and January 26, 2020, and the results of its operations and its cash flows for each of the three years in the period ended January 31, 2021 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 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Change in Accounting Principle As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal year 2020. 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 44 Table of Contents 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. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Acquisition of Mellanox Technologies Ltd.- Valuation of Developed Technology and In-process Research and Development Intangible Assets Acquired As described in Note 2 to the consolidated financial statements, in fiscal year 2021 the Company completed the acquisition of Mellanox Technologies Ltd. for consideration of approximately $7.13 billion, of which $1,640 million of developed technology and $630 million of in-process research and development intangible assets were recorded. The fair values of developed technology and in-process research and development intangible assets were determined using the multi-period excess earnings method. As disclosed by management, management applied significant judgment in estimating the fair value of the intangible assets acquired, which involved the use of certain estimates and assumptions, including future economic and market conditions, revenue growth, the technology migration curve, and risk-adjusted discount rates. The principal considerations for our determination that performing procedures relating to the valuation of the developed technology and in-process research and development intangible assets acquired in the acquisition of Mellanox Technologies Ltd. is a critical audit matter are (i) the high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of developed technology and in-process research and development intangible assets acquired due to the significant judgment by management when developing the estimate, (ii) significant audit effort in evaluating management’s assumptions relating to the estimate, such as revenue growth and the technology migration curve, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. 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 the acquisition accounting, including controls over management’s valuation of the intangible assets and controls over development of the assumptions related to the revenue growth and the technology migration curve. These procedures also included, among others, reading the purchase agreement and testing management’s process for estimating the fair value of the developed technology and in-process research and development intangible assets acquired. Testing management’s process included evaluating the appropriateness of the valuation method and the reasonableness of management’s assumptions related to the revenue growth and the technology migration curve for the intangible assets acquired, and using professionals with specialized skill and knowledge to assist with the evaluation. Evaluating the reasonableness of the revenue growth involved considering the past performance of the acquired business as well as economic and industry forecasts. The technology migration curve was evaluated by considering the revenue attribution between existing technology and in-process research and development based on the assessment of the separation of forecasted future revenue between developed products and new generation products and the technology carryover rate. Valuation of Inventories - Provisions for Excess or Obsolete Inventories As described in Note 1 to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory to the lower of cost or net realizable value or for obsolete or excess inventory. 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 45 Table of Contents disclosed by management, the inventory provisions developed include assumptions about future demand and market conditions. As of January 31, 2021, the Company’s consolidated inventories balance was $1,826 million. The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories, is a critical audit matter are the significant judgments by management when developing provisions for excess or obsolete inventories, 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, 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; evaluating the appropriateness of management’s approach; testing the completeness, accuracy, and relevance 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, (iii) changes in technology, and (iv) comparing prior period estimates to actual results of the same period. /s/ PricewaterhouseCoopers LLP San Jose, California February 26, 2021 We have served as the Company’s auditor since 2004. 46 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In millions, except per share data) Year Ended January 31, 2021 January 26, 2020 January 27, 2019 Revenue $ 16,675 $ 10,918 $ 11,716 Cost of revenue 6,279 4,150 4,545 Gross profit 10,396 6,768 7,171 Operating expenses Research and development 3,924 2,829 2,376 Sales, general and administrative 1,940 1,093 991 Total operating expenses 5,864 3,922 3,367 Income from operations 4,532 2,846 3,804 Interest income 57 178 136 Interest expense ( 184 ) ( 52 ) ( 58 ) Other, net 4 ( 2 ) 14 Other income (expense), net ( 123 ) 124 92 Income before income tax 4,409 2,970 3,896 Income tax expense (benefit) 77 174 ( 245 ) Net income $ 4,332 $ 2,796 $ 4,141 Net income per share: Basic $ 7.02 $ 4.59 $ 6.81 Diluted $ 6.90 $ 4.52 $ 6.63 Weighted average shares used in per share computation: Basic 617 609 608 Diluted 628 618 625 See accompanying notes to the consolidated financial statements. 47 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (In millions) Year Ended January 31, 2021 January 26, 2020 January 27, 2019 Net income $ 4,332 $ 2,796 $ 4,141 Other comprehensive income, net of tax Available-for-sale debt securities: Net unrealized gain 2 8 10 Reclassification adjustments for net realized gain (loss) included in net income ( 2 ) — 1 Net change in unrealized gain — 8 11 Cash flow hedges: Net unrealized gain 9 10 6 Reclassification adjustments for net realized gain (loss) included in net income 9 ( 5 ) ( 11 ) Net change in unrealized gain (loss) 18 5 ( 5 ) Other comprehensive income, net of tax 18 13 6 Total comprehensive income $ 4,350 $ 2,809 $ 4,147 See accompanying notes to the consolidated financial statements. 48 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In millions, except par value) January 31, 2021 January 26, 2020 ASSETS Current assets: Cash and cash equivalents $ 847 $ 10,896 Marketable securities 10,714 1 Accounts receivable, net 2,429 1,657 Inventories 1,826 979 Prepaid expenses and other current assets 239 157 Total current assets 16,055 13,690 Property and equipment, net 2,149 1,674 Operating lease assets 707 618 Goodwill 4,193 618 Intangible assets, net 2,737 49 Deferred income tax assets 806 548 Other assets 2,144 118 Total assets $ 28,791 $ 17,315 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,201 $ 687 Accrued and other current liabilities 1,725 1,097 Short-term debt 999 — Total current liabilities 3,925 1,784 Long-term debt 5,964 1,991 Long-term operating lease liabilities 634 561 Other long-term liabilities 1,375 775 Total liabilities 11,898 5,111 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; 2,000 shares authorized; 965 shares issued and 620 outstanding as of January 31, 2021; 955 shares issued and 612 outstanding as of January 26, 2020 1 1 Additional paid-in capital 8,721 7,045 Treasury stock, at cost ( 345 shares in 2021 and 342 shares in 2020) ( 10,756 ) ( 9,814 ) Accumulated other comprehensive income 19 1 Retained earnings 18,908 14,971 Total shareholders' equity 16,893 12,204 Total liabilities and shareholders' equity $ 28,791 $ 17,315 See accompanying notes to the consolidated financial statements. 49 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Common Stock Outstanding Additional Treasury Accumulated Other Comprehensive Retained Total Shareholders' (In millions, except per share data) Shares Amount Paid-in Capital Stock Income (Loss) Earnings Equity Balances, January 28, 2018 606 $ 1 $ 5,351 $ ( 6,650 ) $ ( 18 ) $ 8,787 $ 7,471 Retained earnings adjustment due to adoption of an accounting standard related to income tax consequences of an intra-entity transfer of an asset — — — — — 8 8 Other comprehensive income — — — — 6 — 6 Net income — — — — — 4,141 4,141 Convertible debt conversion 1 — — — — — — Issuance of common stock from stock plans 13 — 137 — — — 137 Tax withholding related to vesting of restricted stock units ( 4 ) — — ( 1,032 ) — — ( 1,032 ) Share repurchase ( 9 ) — — ( 1,579 ) — — ( 1,579 ) Exercise of convertible note hedges ( 1 ) — 2 ( 2 ) — — — Cash dividends declared and paid ($ 0.610 per common share) — — — — — ( 371 ) ( 371 ) Stock-based compensation — — 561 — — — 561 Balances, January 27, 2019 606 1 6,051 ( 9,263 ) ( 12 ) 12,565 9,342 Other comprehensive income — — — — 13 — 13 Net income — — — — — 2,796 2,796 Issuance of common stock from stock plans 9 — 149 — — — 149 Tax withholding related to vesting of restricted stock units ( 3 ) — — ( 551 ) — — ( 551 ) Cash dividends declared and paid ($ 0.640 per common share) — — — — — ( 390 ) ( 390 ) Stock-based compensation — — 845 — — — 845 Balances, January 26, 2020 612 1 7,045 ( 9,814 ) 1 14,971 12,204 Other comprehensive income — — — — 18 — 18 Net income — — — — — 4,332 4,332 Issuance of common stock from stock plans 11 — 194 — — — 194 Tax withholding related to vesting of restricted stock units ( 3 ) — — ( 942 ) — — ( 942 ) Cash dividends declared and paid ($ 0.640 per common share) — — — — — ( 395 ) ( 395 ) Fair value of partially vested equity awards assumed in connection with acquisitions — — 86 — — — 86 Stock-based compensation — — 1,396 — — — 1,396 Balances, January 31, 2021 620 $ 1 $ 8,721 $ ( 10,756 ) $ 19 $ 18,908 $ 16,893 See accompanying notes to the consolidated financial statements. 50 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) Year Ended January 31, 2021 January 26, 2020 January 27, 2019 Cash flows from operating activities: Net income $ 4,332 $ 2,796 $ 4,141 Adjustments to reconcile net income to net cash provided by operating activities: Stock-based compensation expense 1,397 844 557 Depreciation and amortization 1,098 381 262 Deferred income taxes ( 282 ) 18 ( 315 ) Other ( 20 ) 5 ( 45 ) Changes in operating assets and liabilities, net of acquisitions: Accounts receivable ( 550 ) ( 233 ) ( 149 ) Inventories ( 524 ) 597 ( 776 ) Prepaid expenses and other assets ( 394 ) 77 ( 55 ) Accounts payable 363 194 ( 135 ) Accrued and other current liabilities 239 54 256 Other long-term liabilities 163 28 2 Net cash provided by operating activities 5,822 4,761 3,743 Cash flows from investing activities: Proceeds from maturities of marketable securities 8,792 4,744 7,232 Proceeds from sales of marketable securities 527 3,365 428 Purchases of marketable securities ( 19,308 ) ( 1,461 ) ( 11,148 ) Acquisitions, net of cash acquired ( 8,524 ) ( 4 ) — Purchases related to property and equipment and intangible assets ( 1,128 ) ( 489 ) ( 600 ) Investments and other, net ( 34 ) ( 10 ) ( 9 ) Net cash provided by (used in) investing activities ( 19,675 ) 6,145 ( 4,097 ) Cash flows from financing activities: Issuance of debt, net of issuance costs 4,968 — — Proceeds related to employee stock plans 194 149 137 Payments related to tax on restricted stock units ( 942 ) ( 551 ) ( 1,032 ) Dividends paid ( 395 ) ( 390 ) ( 371 ) Principal payments on property and equipment ( 17 ) — — Payments related to repurchases of common stock — — ( 1,579 ) Repayment of Convertible Notes — — ( 16 ) Other ( 4 ) — ( 5 ) Net cash provided by (used in) financing activities 3,804 ( 792 ) ( 2,866 ) Change in cash and cash equivalents ( 10,049 ) 10,114 ( 3,220 ) Cash and cash equivalents at beginning of period 10,896 782 4,002 Cash and cash equivalents at end of period $ 847 $ 10,896 $ 782 Supplemental disclosures of cash flow information: Cash paid for income taxes, net $ 249 $ 176 $ 61 Cash paid for interest $ 138 $ 54 $ 55 See accompanying notes to the consolidated financial statements. 51 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Note 1 - Organization and Summary of Significant Accounting Policies Our Company Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998. 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 year 2021 is a 53-week year. Fiscal years 2020 and 2019 were both 52-week years. Reclassifications Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation. 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, income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, and other contingencies. The inputs into our judgments and estimates consider the economic implications of COVID-19. These estimates are based on historical facts and various other assumptions that we believe are reasonable. Revenue Recognition We derive our revenue from product sales, including hardware and systems, license and development arrangements, and software licensing. 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 promised products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Certain products are sold along with support or extended warranty. 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. 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 properly 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 potential rebates and MDFs based on the amount we expect to be claimed by customers. 52 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) License and Development Arrangements Our license and development arrangements with customers typically require significant customization of our intellectual property 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 post-contract customer support, or PCS. Revenue from software licenses is recognized up front when the software is made available to the customer. PCS revenue is recognized ratably over the service period, or as services are performed. Product Warranties We generally offer a limited warranty to end-users that ranges from one to three years for products in order to repair or replace products for any 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, we estimate forfeitures annually based on historical experience and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Litigation, Investigation and Settlement Costs From time to time, we are involved in legal actions and/or investigations by regulatory bodies. There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments. 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 United States dollar as our functional currency for all of 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 average exchange rates in effect during each period, except for those expenses related to the previously noted balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in other income or expense in our Consolidated Statements of Income and to date have not been significant. 53 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Income Taxes 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 United States, or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential United States 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 31, 2021, we had a valuation allowance of $ 728 million related to state and certain foreign deferred tax assets that management determined are not likely to be realized due to jurisdictional projections of future taxable income, tax attributes usage limitation by certain jurisdictions, and potential utilization limitations of tax attributes acquired as a result of stock ownership changes. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as an income tax benefit 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. 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. Under the treasury stock method, the effect of equity awards outstanding is not included in the computation of diluted net income per share for periods when their effect is anti-dilutive. 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 generally 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. All of our available-for-sale debt investments are subject to a periodic impairment review. If the estimated fair value of an 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 we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in 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 31, 2021 and January 26, 2020. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains or losses 54 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 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. Accounts Receivable We maintain an allowance for doubtful accounts receivable for expected losses resulting from the inability of our customers to make required payments. We determine this allowance by identifying amounts for specific customer issues as well as amounts based on overall estimated exposure. Factors impacting the allowance include the level of gross receivables, the financial condition of our customers and the extent to which balances are covered by credit insurance or letters of credit. Inventories 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 purchased from subcontractors, 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. 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. Property and Equipment Property and equipment are stated at cost. Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets, generally three to five 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 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 55 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term. We combine the lease and non-lease components in determining the operating lease assets and liabilities. 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. For the purposes of 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. Our 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 a number of 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, in-process research and development, or IPR&D, and customer relationships, as well as rights acquired under technology licenses, patents, and acquired intellectual property. We currently amortize our intangible assets with finite lives over periods ranging from two 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. We initially capitalize the fair value of IPR&D as an intangible asset with an indefinite life. When IPR&D projects are completed, we reclassify the IPR&D as an amortizable purchased intangible asset and amortize over the asset’s estimated useful life. 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. 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, including IPR&D, based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Income. Acquisition-related expenses are recognized separately from the business combination and expensed as incurred. 56 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Investment in Non-Affiliated Entities Non-marketable equity investments in privately-held companies are recorded at fair value on a non-recurring basis only if an impairment or observable price adjustment occurs in the period with changes in fair value recorded through net income. These investments are valued using observable and unobservable inputs or data in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity. The estimated fair value is based on quantitative and qualitative factors including subsequent financing activities by the investee. Adoption of New and Recently Issued Accounting Pronouncements Recently Adopted Accounting Pronouncement In June 2016, the Financial Accounting Standards Board issued a new accounting standard to replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates for accounts receivable and other financial instruments, including available-for-sale debt securities. We adopted the standard in the first quarter of fiscal year 2021 and the impact of the adoption was not material to our consolidated financial statements. Note 2 - Business Combination Pending Acquisition of Arm Limited On September 13, 2020, we entered into a Purchase Agreement with Arm and SoftBank for us to acquire, from SoftBank all allotted and issued ordinary shares of Arm in a transaction valued at $ 40 billion. We paid $ 2 billion in Signing Consideration and will pay upon closing of the acquisition $ 10 billion in cash and issue to SoftBank 44.3 million shares of our common stock with an aggregate value of $ 21.5 billion. The transaction includes a potential earn out, which is contingent on the achievement of certain financial performance targets by Arm during the fiscal year ending March 31, 2022. If the financial targets are achieved, SoftBank can elect to receive either up to an additional $ 5 billion in cash or up to an additional 10.3 million shares of our common stock. We will issue up to $ 1.5 billion in restricted stock units to Arm employees after closing. The $ 2 billion paid upon signing was allocated between advanced consideration for the acquisition of $ 1.36 billion and the prepayment of intellectual property licenses from Arm of $ 0.17 billion and royalties of $ 0.47 billion, both with a 20-year term. The closing of the acquisition is subject to customary closing conditions, including receipt of specified governmental and regulatory consents and approvals and expiration of any related mandatory waiting period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and certain other assets and liabilities. We are engaged with regulators in the United States, the United Kingdom, the European Union, China and other jurisdictions. If the Purchase Agreement is terminated under certain circumstances, we will be refunded $ 1.25 billion of the Signing Consideration. The $ 2 billion payment upon signing was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement. We believe the closing of the acquisition will likely occur in the first quarter of calendar year 2022. Acquisition of Mellanox Technologies, Ltd. On April 27, 2020, we completed the acquisition of all outstanding shares of Mellanox for a total purchase consideration of $ 7.13 billion. Mellanox is a supplier of high-performance interconnect products for computing, storage and communications applications. We acquired Mellanox to optimize data center workloads to scale across the entire computing, networking, and storage stack. 57 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Purchase Price Allocation The aggregate purchase consideration has been allocated as follows (in millions): Purchase Price Cash paid for outstanding Mellanox ordinary shares (1) $ 7,033 Cash for Mellanox equity awards (2) 16 Total cash consideration 7,049 Fair value of Mellanox equity awards assumed by NVIDIA (3) 85 Total purchase consideration $ 7,134 Allocation Cash and cash equivalents $ 115 Marketable securities 699 Accounts receivable, net 216 Inventories 320 Prepaid expenses and other assets 179 Property and equipment, net 144 Goodwill 3,431 Intangible assets 2,970 Accounts payable ( 136 ) Accrued and other current liabilities ( 236 ) Income tax liability ( 191 ) Deferred income tax liability ( 258 ) Other long-term liabilities ( 119 ) $ 7,134 (1) Represents the cash consideration of $ 125.00 per share paid to Mellanox shareholders for approximately 56 million shares of outstanding Mellanox ordinary shares. (2) Represents the cash consideration for the settlement of approximately 249 thousand Mellanox stock options held by employees and non-employee directors of Mellanox. (3) Represents the fair value of Mellanox’s stock-based compensation awards attributable to pre-combination services. We allocated the purchase price to tangible and identified intangible assets acquired and liabilities assumed based on the estimated fair values. The goodwill is primarily attributable to the planned growth in the combined business of NVIDIA and Mellanox. Goodwill is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of impairment. Goodwill recognized in the acquisition is not expected to be deductible for foreign tax purposes. Goodwill arising from the Mellanox acquisition has been allocated to the Compute and Networking segment. Refer to Note 17 – Segment Information for further details on segments. The operating results of Mellanox have been included in our consolidated financial statements for fiscal year 2021 since the acquisition date of April 27, 2020. Revenue attributable to Mellanox was approximately 10 % for fiscal year 2021. There is not a practical way to determine net income attributable to Mellanox due to integration. Acquisition-related costs attributable to Mellanox of $ 28 million were included in selling, general and administrative expense for fiscal year 2021. 58 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Intangible Assets The estimated fair value and useful life of the acquired intangible assets are as follows: Fair Value Useful Lives (In millions) Developed technology (1) $ 1,640 5 years Customer relationships (2) 440 3 years Order backlog (3) 190 Based on actual shipments Trade names (4) 70 5 years Total identified finite-lived intangible assets 2,340 IPR&D (5) 630 N/A Total identified intangible assets $ 2,970 (1) The fair value of developed technology was identified using the Multi-Period Excess Earnings Method. (2) Customer relationships represent the fair value of the existing relationships using the With and Without Method. (3) Order backlog represents primarily the fair value of purchase arrangements with customers using the Multi-Period Excess Earnings Method. The intangible asset was fully amortized as of January 31, 2021. (4) Trade names primarily relate to Mellanox trade names and fair value was determined by applying the Relief-from-Royalty Method under the income approach. (5) The fair value of IPR&D was determined using the Multi-Period Excess Earnings Method. The fair value of the finite-lived intangible assets will be amortized over the estimated useful lives based on the pattern in which the economic benefits are expected to be received to cost of revenue and operating expenses. Mellanox had an IPR&D project associated with the next generation interconnect product that had not yet reached technological feasibility as of the acquisition date. Accordingly, we recorded an indefinite-lived intangible asset of $ 630 million for the fair value of this project, which will initially not be amortized. Instead, the project will be tested for impairment annually and whenever events or changes in circumstances indicate that the project may be impaired or may have reached technological feasibility. Once the project reaches technological feasibility, we will begin to amortize the intangible asset over its estimated useful life. Supplemental Unaudited Pro Forma Information The following unaudited pro forma financial information summarizes the combined results of operations for NVIDIA and Mellanox as if the companies were combined as of the beginning of fiscal year 2020: Pro Forma Year Ended January 31, 2021 January 26, 2020 (In millions) Revenue $ 17,104 $ 12,250 Net income $ 4,757 $ 2,114 The unaudited pro forma information includes adjustments related to amortization of acquired intangible assets, adjustments to stock-based compensation expense, fair value of acquired inventory, and transaction costs. The unaudited pro forma information presented above is for informational purposes only and is not necessarily indicative of our consolidated results of operations of the combined business had the acquisition actually occurred at the beginning of fiscal year 2020 or of the results of our future operations of the combined businesses. The pro forma results reflect the inventory step-up expense of $ 161 million in the fiscal year 2020 and were excluded from the pro forma results for fiscal year 2021. There were no other material nonrecurring adjustments. Note 3 - Leases 59 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) On January 28, 2019, we adopted the new lease accounting standard using the optional transition method. Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center space, with lease periods expiring between fiscal years 2022 and 2035. Future minimum lease payments under our non-cancelable operating leases as of January 31, 2021, are as follows: Operating Lease Obligations (In millions) Fiscal Year: 2022 $ 152 2023 135 2024 115 2025 94 2026 86 2027 and thereafter 288 Total 870 Less imputed interest 115 Present value of net future minimum lease payments 755 Less short-term operating lease liabilities 121 Long-term operating lease liabilities $ 634 Operating lease expense for fiscal years 2021, 2020, and 2019 was $ 145 million, $ 114 million, $ 80 million, respectively. Short-term and variable lease expenses for fiscal years 2021 and 2020 were not significant. Other information related to leases was as follows: Year Ended January 31, 2021 January 26, 2020 (In millions) Supplemental cash flows information Operating cash flows used for operating leases $ 141 $ 103 Operating lease assets obtained in exchange for lease obligations (1) $ 200 $ 238 (1) Fiscal year 2021 includes $ 80 million of operating lease assets addition due to a business combination. As of January 31, 2021, our operating leases had a weighted average remaining lease term of 7.6 years and a weighted average discount rate of 2.87 %. As of January 26, 2020, our operating leases had a weighted average remaining lease term of 8.3 years and a weighted average discount rate of 3.45 %. Note 4 - Stock-Based Compensation Our stock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units that are based on our corporate financial performance targets, or PSUs, performance stock units that are based on market conditions, or market-based PSUs, and our ESPP. 60 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 (In millions) Cost of revenue $ 88 $ 39 $ 27 Research and development 860 540 336 Sales, general and administrative 449 265 194 Total $ 1,397 $ 844 $ 557 Stock-based compensation capitalized in inventories was not significant during fiscal years 2021, 2020, and 2019. The following is a summary of equity awards granted under our equity incentive plans: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 (In millions, except per share data) RSUs, PSUs and Market-based PSUs Awards granted 9 7 4 Estimated total grant-date fair value $ 2,764 $ 1,282 $ 1,109 Weighted average grant-date fair value per share $ 307.25 $ 184.47 $ 258.26 ESPP Shares purchased 1 1 1 Weighted average price per share $ 139.19 $ 148.76 $ 107.48 Weighted average grant-date fair value per share $ 67.65 $ 64.87 $ 38.51 As of January 31, 2021, there was $ 3.17 billion of aggregate unearned stock-based compensation expense, net of forfeitures. This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.9 years for ESPP. The fair value of shares issued under our ESPP have been estimated with the following assumptions: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 (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 0.1 %- 1.6 % 1.5 %- 2.6 % 1.6 %- 2.8 % Volatility 26 %- 89 % 30 %- 82 % 24 %- 75 % Dividend yield 0.1 %- 0.3 % 0.3 %- 0.4 % 0.3 %- 0.4 % 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. 61 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 the stock-based awards granted under their stock incentive plans and substituted them with our RSUs. Amended and Restated 2007 Equity Incentive Plan In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, 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, restricted stock units, 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 31, 2021, up to 244 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan, of which 2 million shares were issuable upon the exercise of outstanding stock options. All options are fully vested, the last of which will expire by May 2024 if not exercised. Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 31, 2021, there were 37 million shares available for future issuance. Subject to certain exceptions, RSUs and PSUs granted to employees either 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, or (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. Market-based PSUs vest 100 % on approximately 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 generally 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 2012 Employee Stock Purchase Plan, as most recently amended and restated, the 2012 Plan. Employees who participate may have up to 10 % of their earnings withheld to the purchase of shares of common stock. Starting in March 2021, employees who participate 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 approximately 24 months, which is generally 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 and the fair market value on each purchase date within the offering. As of January 31, 2021, we had 60 million shares reserved for future issuance under the 2012 Plan. 62 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) 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 (In millions, except years and per share data) Balances, January 26, 2020 14 $ 176.72 Granted 9 $ 307.25 Vested restricted stock ( 7 ) $ 159.35 Canceled and forfeited ( 1 ) $ 193.83 Balances, January 31, 2021 15 $ 264.69 Vested and expected to vest after January 31, 2021 14 $ 264.13 As of January 31, 2021 and January 26, 2020, there were 37 million and 29 million shares, respectively, of common stock reserved for future issuance under our equity incentive plans. As of January 31, 2021, the total intrinsic value of options currently exercisable and outstanding was $ 1.20 billion, with an average exercise price of $ 14.40 per share and an average remaining term of 1.7 years. The total intrinsic value of options exercised was $ 521 million, $ 84 million, and $ 180 million for fiscal years 2021, 2020, and 2019, respectively. Upon the exercise of an option, we issue new shares of stock. The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 31, 2021, January 26, 2020, and January 27, 2019, was $ 2.67 billion, $ 1.45 billion, and $ 2.62 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 January 31, 2021 January 26, 2020 January 27, 2019 (In millions, except per share data) Numerator: Net income $ 4,332 $ 2,796 $ 4,141 Denominator: Basic weighted average shares 617 609 608 Dilutive impact of outstanding equity awards 11 9 17 Diluted weighted average shares 628 618 625 Net income per share: Basic (1) $ 7.02 $ 4.59 $ 6.81 Diluted (2) $ 6.90 $ 4.52 $ 6.63 Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive 3 11 5 (1) Calculated as net income divided by basic weighted average shares. (2) Calculated as net income divided by diluted weighted average shares. 63 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 6 - Goodwill We changed our reportable segments to "Graphics" and "Compute & Networking" starting with the first quarter of fiscal year 2021, as discussed in Note 17 of these Notes to the Consolidated Financial Statements. As a result, our reporting units also changed, and we reassigned the goodwill balance to the new reporting units based on their relative fair values. Comparative periods presented reflect this change. We determined there was no goodwill impairment immediately prior to the reorganization. As of January 31, 2021, the total carrying amount of goodwill was $ 4.19 billion and the amount of goodwill allocated to our Graphics and Compute & Networking reporting units was $ 347 million and $ 3.85 billion, respectively. As of January 26, 2020, the total carrying amount of goodwill was $ 618 million and the amount of goodwill allocated to our Graphics and Compute & Networking reporting units was $ 347 million and $ 271 million, respectively. Goodwill increased by $ 3.57 billion in fiscal year 2021 due to goodwill of $ 3.43 billion arising from the Mellanox acquisition, and goodwill of $ 143 million from other acquisition activities, all of which were allocated to the Compute & Networking reporting unit. During the fourth quarters of fiscal years 2021, 2020, and 2019, we completed our annual impairment tests and concluded that goodwill was no t impaired in any of these years. Note 7 - Amortizable Intangible Assets The components of our amortizable intangible assets are as follows: January 31, 2021 January 26, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount (In millions) (In millions) Acquisition-related intangible assets (1) $ 3,280 $ ( 774 ) $ 2,506 $ 195 $ ( 192 ) $ 3 Patents and licensed technology 706 ( 475 ) 231 520 ( 474 ) 46 Total intangible assets $ 3,986 $ ( 1,249 ) $ 2,737 $ 715 $ ( 666 ) $ 49 (1) As of January 31, 2021, acquisition-related intangible assets include the fair value of a Mellanox IPR&D project of $ 630 million, which has not been amortized. Once the project reaches technological feasibility, we will begin to amortize the intangible asset over its estimated useful life. Refer to Note 2 of these Notes to the Consolidated Financial Statements for further details. Amortization expense associated with intangible assets for fiscal years 2021, 2020, and 2019 was $ 612 million, $ 25 million, and $ 29 million, respectively. Future amortization expense related to the net carrying amount of intangible assets as of January 31, 2021 is estimated to be $ 548 million in fiscal year 2022, $ 545 million in fiscal year 2023, $ 423 million in fiscal year 2024, $ 367 million in fiscal year 2025, $ 97 million in fiscal year 2026, and $ 757 million in fiscal year 2027 and thereafter. 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. 64 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following is a summary of cash equivalents and marketable securities as of January 31, 2021 and January 26, 2020: January 31, 2021 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Reported as Cash Equivalents Marketable Securities (In millions) Corporate debt securities $ 4,442 $ 2 $ — $ 4,444 $ 234 $ 4,210 Debt securities issued by United States government agencies 2,975 1 — 2,976 28 2,948 Debt securities issued by the United States Treasury 2,846 — — 2,846 25 2,821 Certificates of deposit 705 — — 705 37 668 Money market funds 313 — — 313 313 — Foreign government bonds 67 — — 67 67 Total $ 11,348 $ 3 $ — $ 11,351 $ 637 $ 10,714 January 26, 2020 Amortized Cost Unrealized Gain Unrealized Loss Estimated Fair Value Reported as Cash Equivalents Marketable Securities (In millions) Money market funds $ 7,507 $ — $ — $ 7,507 $ 7,507 $ — Debt securities issued by the United States Treasury 1,358 — — 1,358 1,358 — Debt securities issued by United States government agencies 1,096 — — 1,096 1,096 — Corporate debt securities 592 — — 592 592 — Foreign government bonds 200 — — 200 200 — Certificates of deposit 27 — — 27 27 — Asset-backed securities 1 — — 1 — 1 Total $ 10,781 $ — $ — $ 10,781 $ 10,780 $ 1 Net realized gains and unrealized gains and losses were not significant for all periods presented. The amortized cost and estimated fair value of cash equivalents and marketable securities as of January 31, 2021 and January 26, 2020 are shown below by contractual maturity. January 31, 2021 January 26, 2020 Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value (In millions) Less than one year $ 10,782 $ 10,783 $ 10,781 $ 10,781 Due in 1 - 5 years 566 568 — — Total $ 11,348 $ 11,351 $ 10,781 $ 10,781 65 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 9 - Fair Value of Financial Assets and Liabilities The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets. We review fair value hierarchy classification on a quarterly basis. Fair Value at Pricing Category January 31, 2021 January 26, 2020 (In millions) Assets Cash equivalents and marketable securities: Money market funds Level 1 $ 313 $ 7,507 Corporate debt securities Level 2 $ 4,444 $ 592 Debt securities issued by United States government agencies Level 2 $ 2,976 $ 1,096 Debt securities issued by the United States Treasury Level 2 $ 2,846 $ 1,358 Certificates of deposit Level 2 $ 705 $ 27 Foreign government bonds Level 2 $ 67 $ 200 Asset-backed securities Level 2 $ — $ 1 Other asset: Investment in non-affiliated entities (1) Level 3 $ 144 $ 77 Liabilities 2.20 % Notes Due 2021 (2) Level 2 $ 1,011 $ 1,006 3.20 % Notes Due 2026 (2) Level 2 $ 1,124 $ 1,065 2.85 % Notes Due 2030 (2) Level 2 $ 1,654 $ — 3.50 % Notes Due 2040 (2) Level 2 $ 1,152 $ — 3.50 % Notes Due 2050 (2) Level 2 $ 2,308 $ — 3.70 % Notes Due 2060 (2) Level 2 $ 602 $ — (1) Investment in private non-affiliated entities is recorded at fair value on a non-recurring basis only if an impairment or observable price adjustment occurs in the period with changes in fair value recorded through net income. The amount recorded as of January 31, 2021 has not been significant. (2) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs, and are not marked to fair value each period. Refer to Note 12 of these Notes to the Consolidated Financial Statements for additional information . 66 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 10 - Balance Sheet Components Certain balance sheet components are as follows: January 31, 2021 January 26, 2020 (In millions) Inventories: Raw materials $ 632 $ 249 Work in-process 457 265 Finished goods 737 465 Total inventories $ 1,826 $ 979 January 31, 2021 January 26, 2020 Estimated Useful Life (In millions) (In years) Property and Equipment: Land $ 218 $ 218 (A) Building 341 340 25 - 30 Test equipment 782 532 3 - 5 Computer equipment and software 1,187 908 3 - 5 Leasehold improvements 385 293 (B) Office furniture and equipment 86 74 5 Construction in process 558 320 (C) Total property and equipment, gross 3,557 2,685 Accumulated depreciation and amortization ( 1,408 ) ( 1,011 ) Total property and equipment, net $ 2,149 $ 1,674 (A) Land is a non-depreciable asset. (B) Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected 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 2021, 2020, and 2019 was $ 486 million, $ 355 million, and $ 233 million, respectively. Accumulated amortization of leasehold improvements and finance leases was $ 223 million and $ 216 million as of January 31, 2021 and January 26, 2020, respectively. January 31, 2021 January 26, 2020 Other assets: (In millions) Advanced consideration for acquisition $ 1,357 $ — Prepaid royalties 440 1 Investment in non-affiliated entities 144 77 Deposits 136 8 Other 67 32 Total other assets $ 2,144 $ 118 67 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) January 31, 2021 January 26, 2020 (In millions) Accrued and Other Current Liabilities: Customer program accruals $ 630 $ 462 Accrued payroll and related expenses 297 185 Deferred revenue (1) 288 141 Licenses and royalties 128 66 Operating leases 121 91 Coupon interest on debt obligations 74 20 Taxes payable 61 61 Product warranty and return provisions 39 24 Professional service fees 26 18 Other 61 29 Total accrued and other current liabilities $ 1,725 $ 1,097 (1) Deferred revenue primarily includes customer advances and deferrals related to license and development arrangements and PCS. January 31, 2021 January 26, 2020 (In millions) Other Long-Term Liabilities: Income tax payable (1) $ 836 $ 528 Deferred income tax 241 29 Deferred revenue (2) 163 60 Licenses payable 56 110 Employee benefits 33 22 Other 46 26 Total other long-term liabilities $ 1,375 $ 775 (1) As of January 31, 2021, income tax payable represents the long-term portion of the one-time transition tax payable of $ 284 million, long-term portion of the unrecognized tax benefits of $ 352 million, related interest and penalties of $ 43 million, and other foreign long-term tax payable of $ 157 million. (2) Deferred revenue primarily includes deferrals related to PCS. Deferred Revenue The following table shows the changes in deferred revenue during fiscal years 2021 and 2020. January 31, 2021 January 26, 2020 (In millions) Balance at beginning of period $ 201 $ 138 Deferred revenue added during the period 536 334 Addition due to business combinations 75 — Revenue recognized during the period ( 361 ) ( 271 ) Balance at end of period $ 451 $ 201 68 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Revenue related to remaining performance obligations represents the remaining contracted license, development arrangements and PCS that has not been recognized. This includes related deferred revenue currently recorded and amounts that will be invoiced in future periods. As of January 31, 2021, the amount of our remaining performance that has not been recognized as revenue was $ 683 million, of which we expect to recognize approximately 44 % as revenue over the next twelve months and the remainder thereafter. This amount excludes the value of remaining performance obligations for contracts with an original expected length of one year or less. Note 11 - Derivative Financial Instruments We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. These contracts are designated as cash flow hedges for hedge accounting treatment. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur. The fair value of the contracts was not significant as of January 31, 2021 and January 26, 2020. We 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 U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which is also recorded in other income or expense. The table below presents the notional value of our foreign currency forward contracts outstanding as of January 31, 2021 and January 26, 2020: January 31, 2021 January 26, 2020 (In millions) Designated as cash flow hedges $ 840 $ 428 Not designated for hedge accounting $ 441 $ 287 As of January 31, 2021, all designated foreign currency forward contracts mature within eighteen months . The expected realized gains and losses deferred into accumulated other comprehensive income (loss) related to foreign currency forward contracts within the next twelve months was not significant. During fiscal years 2021 and 2020, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective. Therefore, there were no gains or losses associated with ineffectiveness. Note 12 - Debt Long-Term Debt In March 2020, we issued $ 1.50 billion of the 2.85 % Notes Due 2030, $ 1.00 billion of the 3.50 % Notes Due 2040, $ 2.00 billion of the 3.50 % Notes Due 2050, and $ 500 million of the 3.70 % Notes Due 2060, or collectively, the March 2020 Notes. Interest on the March 2020 Notes is payable on April 1 and October 1 of each year, beginning on October 1, 2020. Upon 30 days' notice to holders of the Notes, we may redeem the Notes for cash prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the Notes Due 2030 on or after January 1, 2030, the Notes Due 2040 on or after October 1, 2039, the Notes Due 2050 on or after October 1, 2049, or the Notes Due 2060 on or after October 1, 2059. The net proceeds from the March 2020 Notes were $ 4.97 billion, after deducting debt discount and issuance costs. In September 2016, we issued $ 1.00 billion of the 2.20 % Notes Due 2021, and $ 1.00 billion of the 3.20 % Notes Due 2026, or collectively, the September 2016 Notes. Interest on the September 2016 Notes is payable on March 16 and September 16 of each year. Upon 30 days' notice to holders of the Notes, we may redeem the Notes for cash prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the Notes Due 2021 on or after August 16, 2021, or for redemptions of the Notes Due 2026 on or after June 16, 2026. The net proceeds from the September 2016 Notes were $ 1.98 billion, after deducting debt discount and issuance costs. 69 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Both the September 2016 Notes and the March 2020 Notes, or collectively, the Notes, are our unsecured senior obligations and rank equally in right of payment with all existing and future unsecured and unsubordinated indebtedness. The Notes are structurally subordinated to the liabilities of our subsidiaries and are effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness. All existing and future liabilities of our subsidiaries will be effectively senior to the Notes. The carrying value of the Notes and the associated interest rates were as follows: Expected Remaining Term (years) Effective Interest Rate January 31, 2021 January 26, 2020 (In millions) 2.20 % Notes Due 2021 0.6 2.38 % $ 1,000 $ 1,000 3.20 % Notes Due 2026 5.6 3.31 % 1,000 1,000 2.85 % Notes Due 2030 9.2 2.93 % 1,500 — 3.50 % Notes Due 2040 19.2 3.54 % 1,000 — 3.50 % Notes Due 2050 29.2 3.54 % 2,000 — 3.70 % Notes Due 2060 39.2 3.73 % 500 — Unamortized debt discount and issuance costs ( 37 ) ( 9 ) Net carrying amount 6,963 1,991 Less short-term portion ( 999 ) — Total long-term portion $ 5,964 $ 1,991 As of January 31, 2021, we were in compliance with the required covenants under the Notes. Credit Facilities We have a Credit Agreement under which we may borrow up to $ 575 million for general corporate purposes and can obtain revolving loan commitments up to $ 425 million. As of January 31, 2021, we had no t borrowed any amounts and were in compliance with the required covenants under this agreement. The Credit Agreement expires October 2021. We have a $ 575 million commercial paper program to support general corporate purposes. As of January 31, 2021, we had no t issued any commercial paper. Note 13 - Commitments and Contingencies Purchase Obligations As of January 31, 2021, we had outstanding inventory purchase obligations totaling $ 2.54 billion, which are expected to occur over the next 12 months, and other purchase obligations totaling $ 317 million, which are primarily expected to occur over the next 18 months. Accrual for Product Warranty Liabilities The estimated amount of product warranty liabilities was $ 22 million and $ 15 million as of January 31, 2021 and January 26, 2020, respectively. In connection with certain agreements that we have entered in the past, we have provided indemnities to cover the indemnified party for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability 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 70 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserts that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also allege that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs seek class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On June 29, 2020, NVIDIA moved to dismiss the amended complaint on the basis that plaintiffs failed to state any claims for violations of the securities laws by NVIDIA or the individual defendants. As of September 14, 2020, the motion was fully briefed but the Court has not yet issued a decision. The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, remains stayed pending resolution of NVIDIA’s motion to dismiss the complaint in the In Re NVIDIA Corporation Securities Litigation action. The lawsuit asserts claims for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures. The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of NVIDIA’s motion to dismiss the complaint in the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures. It is possible that additional suits will be filed, or allegations received from shareholders, with respect to these same or other matters, naming NVIDIA and/or its officers and directors as defendants. Accounting for Loss Contingencies As of January 31, 2021, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further, except as specifically described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position. 71 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Note 14 - Income Taxes The income tax expense (benefit) applicable to income before income taxes consists of the following: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 (In millions) Current income taxes: Federal $ 197 $ 65 $ 1 State 1 4 — Foreign 161 87 69 Total current 359 156 70 Deferred taxes: Federal ( 246 ) 2 ( 315 ) Foreign ( 36 ) 16 — Total deferred ( 282 ) 18 ( 315 ) Income tax expense (benefit) $ 77 $ 174 $ ( 245 ) Income before income tax consists of the following: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 (In millions) Domestic $ 1,437 $ 620 $ 1,843 Foreign 2,972 2,350 2,053 Income before income tax $ 4,409 $ 2,970 $ 3,896 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 January 31, 2021 January 26, 2020 January 27, 2019 (In millions) Tax expense computed at federal statutory rate $ 926 $ 624 $ 818 Expense (benefit) resulting from: State income taxes, net of federal tax effect 10 12 23 Foreign tax rate differential ( 561 ) ( 301 ) ( 412 ) U.S. federal R&D tax credit ( 173 ) ( 110 ) ( 141 ) Stock-based compensation ( 136 ) ( 60 ) ( 191 ) Tax Cuts and Jobs Act of 2017 — — ( 368 ) Other 11 9 26 Income tax expense (benefit) $ 77 $ 174 $ ( 245 ) 72 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are presented below: January 31, 2021 January 26, 2020 (In millions) Deferred tax assets: GILTI deferred tax assets $ 709 $ 428 Research and other tax credit carryforwards 650 605 Operating lease liabilities 120 114 Net operating loss carryforwards 100 62 Accruals and reserves, not currently deductible for tax purposes 59 39 Stock-based compensation 36 28 Property, equipment and intangible assets 32 12 Gross deferred tax assets 1,706 1,288 Less valuation allowance ( 728 ) ( 621 ) Total deferred tax assets 978 667 Deferred tax liabilities: Acquired intangibles ( 191 ) ( 1 ) Unremitted earnings of foreign subsidiaries ( 111 ) ( 40 ) Operating lease assets ( 111 ) ( 107 ) Gross deferred tax liabilities ( 413 ) ( 148 ) Net deferred tax asset (1) $ 565 $ 519 (1) Net deferred tax asset includes long-term deferred tax assets of $ 806 million and $ 548 million and long-term deferred tax liabilities of $ 241 million and $ 29 million for fiscal years 2021 and 2020, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets. We recognized an income tax expense of $ 77 million and $ 174 million for fiscal years 2021 and 2020, respectively, and income tax benefit of $ 245 million for fiscal year 2019. Our annual effective tax rate was 1.7 %, 5.9 %, and ( 6.3 )% for fiscal years 2021, 2020, and 2019, respectively. The decrease in our effective tax rate in fiscal year 2021 as compared to fiscal year 2020 was primarily due to a decrease in the proportional amount of earnings subject to United States tax and an increase of tax benefits from stock-based compensation. The increase in our effective tax rate in fiscal year 2021 and fiscal year 2020 as compared to fiscal year 2019 was primarily due to an absence of tax benefits related to the enactment of the TCJA and a decrease of tax benefits from stock-based compensation. Our effective tax rate for fiscal years 2021, 2020, and 2019 was lower than the U.S. federal statutory rate of 21% due primarily to income earned in jurisdictions, including the British Virgin Islands, Israel and Hong Kong, where the tax rate was lower than the U.S. federal statutory tax rate, recognition of U.S. federal research tax credits, excess tax benefits related to stock-based compensation, and the finalization of the enactment-date income tax effects of the TCJA in 2019. During the second quarter of fiscal year 2021, we completed the acquisition of Mellanox. As a result of the acquisition, we recorded $ 256 million of net deferred tax liabilities primarily on the excess of book basis over the tax basis of the acquired intangible assets and undistributed earnings in certain foreign subsidiaries. We also recorded $ 153 million of long-term tax liabilities related to tax basis differences in Mellanox. The net deferred tax liabilities and long-term tax liabilities are based upon certain assumptions underlying our purchase price allocation. As a result of the acquisition, as of January 31, 2021, we intend to indefinitely reinvest approximately $ 1.16 billion of cumulative undistributed earnings held by Mellanox non-U.S. subsidiaries. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to investments in Mellanox non-U.S. subsidiaries as the determination of such amount is not practicable. As of January 31, 2021 and January 26, 2020, we had a valuation allowance of $ 728 million and $ 621 million, respectively, related to state and certain foreign deferred tax assets that management determined not likely to be realized due, in part, to jurisdictional projections of future taxable income. To the extent realization of the deferred tax 73 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) assets becomes more-likely-than-not, we would recognize such deferred tax asset as an income tax benefit during the period. As of January 31, 2021, we had federal, state and foreign net operating loss carryforwards of $ 333 million, $ 308 million and $ 344 million, respectively. The federal and state carryforwards will begin to expire in fiscal year 2023 and 2022, respectively. The foreign net operating loss carryforwards of $ 344 million may be carried forward indefinitely. As of January 31, 2021, we had federal research tax credit carryforwards of $ 238 million that will begin to expire in fiscal year 2035. We have state research tax credit carryforwards of $ 987 million, of which $ 944 million is attributable to the State of California and may be carried over indefinitely, and $ 43 million is attributable to various other states and will begin to expire in fiscal year 2022. Our tax attributes, net operating loss and tax credit carryforwards, 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 federal, state, and foreign net operating losses and tax credit carryforwards 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 federal, state, or foreign net operating loss and tax credit carryforwards, as applicable, may expire or be denied before utilization. As of January 31, 2021, we had $ 776 million of gross unrecognized tax benefits, of which $ 606 million would affect our effective tax rate if recognized. However, $ 132 million of the unrecognized tax benefits were related to state income tax positions taken, that, if recognized, would be in the form of a carryforward deferred tax asset that would likely attract a full valuation allowance. The $ 606 million of unrecognized tax benefits as of January 31, 2021 consisted of $ 352 million recorded in non-current income taxes payable, $ 5 million recorded in current income taxes payable, and $ 249 million reflected as a reduction to the related deferred tax assets. A reconciliation of gross unrecognized tax benefits is as follows: January 31, 2021 January 26, 2020 January 27, 2019 (In millions) Balance at beginning of period $ 583 $ 477 $ 447 Increases in tax positions for current year 158 104 129 Increases in tax positions for prior years (1) 60 7 52 Decreases in tax positions for prior years ( 11 ) — ( 141 ) Settlements ( 5 ) — — Lapse in statute of limitations ( 9 ) ( 5 ) ( 10 ) Balance at end of period $ 776 $ 583 $ 477 (1) The fiscal year 2021 balance represents prior year gross unrecognized tax benefits recorded as a result of the Mellanox acquisition. 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 deferred tax assets or amount refundable if we anticipate payment or receipt of cash for income taxes during a period beyond a year. Our policy is to include interest and penalties related to unrecognized tax benefits as a component of income tax expense. As of January 31, 2021, January 26, 2020, and January 27, 2019, we had accrued $ 44 million, $ 31 million, and $ 21 million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our unrecognized tax benefits. As of January 31, 2021, unrecognized tax benefits of $ 352 million and the related interest and penalties of $ 43 million are included in non-current income taxes payable, and unrecognized tax benefits of $ 5 million and the related interest and penalties of $ 1 million are included in current income taxes payable. 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 31, 2021, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next twelve months. 74 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) We are subject to taxation by taxing authorities both in the United States and other countries. As of January 31, 2021, the significant tax jurisdictions that may be subject to examination include the United States, Hong Kong, Taiwan, China, United Kingdom, Germany, Israel, and India for fiscal years 2005 through 2020. As of January 31, 2021, the significant tax jurisdictions for which we are currently under examination include the United States, United Kingdom, Germany, Israel and India, for fiscal years 2005 through 2019. Note 15 - Shareholders’ Equity Capital Return Program Beginning August 2004, our Board of Directors authorized us to repurchase our stock. Through January 31, 2021, we have repurchased an aggregate of 260 million shares under our share repurchase program for a total cost of $ 7.08 billion. All shares delivered from these repurchases have been placed into treasury stock. As of January 31, 2021, we are authorized, subject to certain specifications, to repurchase shares of our common stock up to $ 7.24 billion through December 2022. During fiscal year 2021, we paid $ 395 million in cash dividends to our shareholders. 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 2021, 2020, and 2019 was $ 120 million, $ 76 million, and $ 70 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. In the prior fiscal year, we had reported two operating segments: GPU and Tegra Processor. During the first quarter of fiscal year 2021, we changed our operating segments to be consistent with the revised manner in which our CODM reviews our financial performance and allocates resources. The two new operating segments are "Graphics" and "Compute & Networking". Comparative periods presented reflect this change. Our operating segments are equivalent to our reportable segments. Our Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise design; GRID software for cloud-based visual and virtual computing; and automotive platforms for infotainment systems. Our Compute & Networking segment includes Data Center platforms and systems for AI, HPC, and accelerated computing; Mellanox networking and interconnect solutions; automotive AI Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; and Jetson for robotics and other embedded platforms. Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments. The “All Other” category includes the expenses that our CODM does not assign to either Graphics or Compute & Networking for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related costs, legal settlement costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature. Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment. However, the 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. 75 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) Graphics Compute & Networking All Other Consolidated (In millions) Year Ended January 31, 2021: Revenue $ 9,834 $ 6,841 $ — $ 16,675 Operating income (loss) $ 4,612 $ 2,548 $ ( 2,628 ) $ 4,532 Year Ended January 26, 2020: Revenue $ 7,639 $ 3,279 $ — $ 10,918 Operating income (loss) $ 3,267 $ 751 $ ( 1,172 ) $ 2,846 Year Ended January 27, 2019: Revenue $ 8,159 $ 3,557 $ — $ 11,716 Operating income (loss) $ 3,417 $ 1,251 $ ( 864 ) $ 3,804 Year Ended January 31, 2021 January 26, 2020 January 27, 2019 (In millions) Reconciling items included in "All Other" category: Stock-based compensation expense $ ( 1,397 ) $ ( 844 ) $ ( 557 ) Acquisition-related intangible asset amortization ( 591 ) ( 6 ) ( 6 ) Unallocated cost of revenue and operating expenses ( 357 ) ( 283 ) ( 261 ) Acquisition-related inventory step-up charge ( 161 ) — — Acquisition-related and other costs ( 84 ) ( 25 ) 4 IP-related costs ( 38 ) ( 14 ) ( 35 ) Legal settlement costs — — ( 9 ) Total $ ( 2,628 ) $ ( 1,172 ) $ ( 864 ) Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if our customers’ revenue is attributable to end customers that are located in a different location. The following table summarizes information pertaining to our revenue from customers based on the invoicing address by geographic regions: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 Revenue: (In millions) Taiwan $ 4,531 $ 3,025 $ 3,360 China (including Hong Kong) 3,886 2,731 2,801 United States 3,214 886 1,506 Other Asia Pacific 3,093 2,685 2,368 Europe 1,118 992 914 Other countries 833 599 767 Total revenue $ 16,675 $ 10,918 $ 11,716 76 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) The following table summarizes information pertaining to our revenue by each of the specialized markets we serve: Year Ended January 31, 2021 January 26, 2020 January 27, 2019 Revenue: (In millions) Gaming $ 7,759 $ 5,518 $ 6,246 Professional Visualization 1,053 1,212 1,130 Data Center 6,696 2,983 2,932 Automotive 536 700 641 OEM & Other 631 505 767 Total revenue $ 16,675 $ 10,918 $ 11,716 The following table presents summarized information for long-lived assets by geographic region. Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets. January 31, 2021 January 26, 2020 Long-lived assets: (In millions) United States $ 1,643 $ 1,451 Taiwan 183 114 Israel 147 — China (including Hong Kong) 71 28 India 64 51 Europe 34 28 Other countries 7 2 Total long-lived assets $ 2,149 $ 1,674 No customer represented 10% or more of total revenue for fiscal years 2021 and 2019. One customer represented 11 % of our total revenue for fiscal year 2020 and was attributable primarily to the Graphics segment. One customer represented 16 % and 21 % of our accounts receivable balance as of January 31, 2021 and January 26, 2020, respectively. 77 Table of Contents NVIDIA CORPORATION AND SUBSIDIARIES SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS Description Balance at Beginning of Period Additions Deductions Balance at End of Period (In millions) Fiscal year 2021 Allowance for doubtful accounts $ 2 $ 2 (1) $ — (1) $ 4 Sales return allowance $ 9 $ 30 (2) $ ( 22 ) (4) $ 17 Deferred tax valuation allowance $ 621 $ 107 (3) $ — $ 728 Fiscal year 2020 Allowance for doubtful accounts $ 2 $ — (1) $ — (1) $ 2 Sales return allowance $ 8 $ 18 (2) $ ( 17 ) (4) $ 9 Deferred tax valuation allowance $ 562 $ 59 (3) $ — $ 621 Fiscal year 2019 Allowance for doubtful accounts $ 4 $ — (1) $ ( 2 ) (1) $ 2 Sales return allowance $ 9 $ 21 (2) $ ( 22 ) (4) $ 8 Deferred tax valuation allowance $ 469 $ 93 (3) $ — $ 562 (1) Additions represent allowance for doubtful accounts charged to expense and deductions represent amounts recorded as reduction to expense upon reassessment of allowance for doubtful accounts at period end. (2) Represents allowance for sales returns estimated at the time revenue is recognized primarily based on historical return rates and is charged as a reduction to revenue. (3) Represents change in valuation allowance primarily related to state and certain foreign deferred tax assets that management has determined not likely to be realized due, in part, to projections of future taxable income of the respective jurisdictions. 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. 78 Table of Contents EXHIBIT INDEX Incorporated by Reference Exhibit No. Exhibit Description Schedule/Form File Number 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. a nd Teal Barvaz Ltd. 8-K 0-23985 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 0-23985 2.1 9/14/2020 3.1 Amended and Restated Certificate of Incorporation S-8 333-74905 4.1 3/23/1999 3.2 Certificate of Amendment of Amended and Restated Certificate of Incorporation 10-Q 0-23985 3.1 8/21/2008 3.3 Certificate of Amendment of Amended and Restated Certificate of Incorporation 8-K 0-23985 3.1 5/24/2011 3.4 Bylaws of NVIDIA Corporation, Amended and Restated as of November 29, 2016 8-K 0-23985 3.1 12/1/2016 4.1 Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4 4.2 Specimen Stock Certificate S-1/A 333-47495 4.2 4/24/1998 4.3 Indenture, dated as of September 16, 2016, by and between the Company and Wells Fargo Bank, National Association, as Trustee 8-K 0-23985 4.1 9/16/2016 4.4 Officers’ Certificate, dated as of September 16, 2016 8-K 0-23985 4.2 9/16/2016 4.5 Form of 2021 Note 8-K 0-23985 Annex A to Exhibit 4.2 9/16/2016 4.6 Form of 2026 Note 8-K 0-23985 Annex B to Exhibit 4.2 9/16/2016 4.7* Description of Securities 4.8 Officers’ Certificate, dated as of March 31, 2020 8-K 0-23985 4.2 3/31/2020 4.9 Form of 2030 Note 8-K 0-23985 Annex A-1 to Exhibit 4.2 3/31/2020 4.10 Form of 20 4 0 Note 8-K 0-23985 Annex B-1 to Exhibit 4.2 3/31/2020 4.11 Form of 20 5 0 Note 8-K 0-23985 Annex C-1 to Exhibit 4.2 3/31/2020 4.12 Form of 20 6 0 Note 8-K 0-23985 Annex D-1 to Exhibit 4.2 3/31/2020 10.1 Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers 8-K 0-23985 10.1 3/7/2006 10.2+ Amended and Restated 2007 Equity Incentive Plan 8-K 0-23985 10.1 6/15/2020 10.3+ 2007 Equity Incentive Plan - Non-Statutory Stock Option (Annual Grant - Board Service (2011)) 10-Q 0-23985 10.41 5/27/2011 10.4+ 2007 Equity Incentive Plan - Non-Statutory Stock Option (Initial Grant - Board Service (2011)) 8-K 0-23985 10.1 12/14/2011 10.5+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Stock Option Grant (2012 Annual Board Retainer) 10-Q 0-23985 10.4 5/23/2012 10.6+ 2007 Equity Incentive Plan - Non Statutory Stock Option 8-K 0-23985 10.20 9/13/2010 79 Table of Contents 10.7+ 2007 Equity Incentive Plan - Incentive Stock Option 8-K 0-23985 10.21 9/13/2010 10.8+ Amended and Restated 2007 Equity Incentive Plan - Non Statutory Stock Option 10-Q 0-23985 10.1 8/22/2012 10.9+ Amended and Restated 2007 Equity Incentive Plan - Incentive Stock Option 10-Q 0-23985 10.2 8/22/2012 10.10+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit (with deferral option) 10-Q 0-23985 10.3 5/23/2012 10.11+ Amended and Restated 2007 Equity Incentive Plan - Non Statutory Stock Option (Initial Grant - Board Service) 8-K 0-23985 10.1 7/23/2013 10.12+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2015) 10-K 0-23985 10.25 3/12/2015 10.13+ 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 0-23985 10.26 3/12/2015 10.14+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2016) 10-K 0-23985 10.27 3/12/2015 10.15+ Amended and Restated 2007 Equity Incentive Plan - Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement & Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2015) 10-Q 0-23985 10.2 5/20/2015 10.16+ Amended and Restated 2007 Equity Incentive Plan - Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement & Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2018) 10-Q 0-23985 10.2 5/22/2018 10.17+ Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2019) 10-K 0-23985 10.19 2/21/2019 10.18+ 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 0-23985 10.1 3/11/2019 10.19+ Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2020) 10-Q 0-23985 10.2 5/21/2020 10.20+ Amended and Restated 2012 Employee Stock Purchase Plan 8-K 0-23985 10.2 6/15/2020 10.21+ Fiscal Year 2020 Variable Compensation Plan 8-K 0-23985 10.1 3/11/2019 10.22+ Fiscal Year 2021 Variable Compensation Plan 8-K 0-23985 10.1 3/10/2020 10.23+ Offer Letter between NVIDIA Corporation and Colette Kress, dated September 13, 2013 8-K 0-23985 10.1 9/16/2013 10.24+ Offer Letter between NVIDIA Corporation and Tim Teter, dated December 16, 2016 8-K 0-23985 10.1 1/19/2017 10.25+ Offer Letter between NVIDIA Corporation and Donald Robertson, dated May 21, 2019 8-K 0-23985 10.1 6/17/2019 80 Table of Contents 10.26 Credit Agreement, dated as of October 7, 2016 by and among NVIDIA Corporation, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto 8-K 0-23985 1.1 10/13/2016 10.27 Form of Commercial Paper Dealer Agreement between NVIDIA Corporation, as Issuer, and the Dealer party thereto 8-K 0-23985 10.1 12/15/2017 21.1* List of Registrant's Subsidiaries 23.1* Consent of PricewaterhouseCoopers LLP 24.1* Power of Attorney (included in signature page) 31.1* Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 31.2* Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 32.1#* Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 32.2#* Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 101.INS* 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 XBRL Taxonomy Extension Presentation Linkbase 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 Not Applicable. 81 Table of Contents SIGNATURES 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 26, 2021. NVIDIA Corporation By: /s/ Jen-Hsun Huang Jen-Hsun Huang President and Chief Executive Officer 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. 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. 82 Table of Contents Signature Title Date /s/ JEN-HSUN HUANG President, Chief Executive Officer and Director (Principal Executive Officer) February 26, 2021 Jen-Hsun Huang /s/ COLETTE M. KRESS Executive Vice President and Chief Financial Officer (Principal Financial Officer) February 26, 2021 Colette M. Kress /s/ DONALD ROBERTSON Vice President and Chief Accounting Officer (Principal Accounting Officer) February 26, 2021 Donald Robertson /s/ ROBERT BURGESS Director February 26, 2021 Robert Burgess /s/ TENCH COXE Director February 26, 2021 Tench Coxe /s/ JOHN O. DABIRI Director February 26, 2021 John O. Dabiri /s/ PERSIS DRELL Director February 26, 2021 Persis Drell /s/ DAWN HUDSON Director February 26, 2021 Dawn Hudson /s/ HARVEY C. JONES Director February 26, 2021 Harvey C. Jones /s/ MICHAEL MCCAFFERY Director February 26, 2021 Michael McCaffery /s/ STEPHEN C. NEAL Director February 26, 2021 Stephen C. Neal /s/ MARK L. PERRY Director February 26, 2021 Mark L. Perry /s/ A. BROOKE SEAWELL Director February 26, 2021 A. Brooke Seawell /s/ AARTI SHAH Director February 26, 2021 Aarti Shah /s/ MARK STEVENS Director February 26, 2021 Mark Stevens 83