What changed in this filing

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Item 9A. Controls and Procedures

2024-02-21 compared with 2023-02-24 · 329 added, 363 removed, 994 unchanged (41% of the section changed)

10 unchanged sentences

There have been no changes in our internal control over financial reporting during the quarter ended January 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our existing core financial systems.

In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our

existing core financial systems.

The ERP system is designed to accurately maintain our financial records used to report operating results.

The upgrade will occur in phases.

During the second quarter of fiscal year 2023, we completed the consolidated financial reporting phase of the implementation, which included updating our internal control over financial reporting.

We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

5 unchanged sentences

Other Information

On December 18, 2023 , John O.

Dabiri , a member of our Board of Director s, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024.

The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

33 unchanged sentences

Consolidated Statements of Comprehensive Income for the years ended January 28, 2024, January 29, 2023, and January 30, 2022

Consolidated Balance Sheets as of January 29, 2023 an d January 30, 2022

Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023

Consolidated Statements of Shareholders’ Equity for the years ended January 28, 2024, January 29, 2023, and January 30, 2022

8 unchanged sentences

We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January 28, 2024 and January 29, 2023, and the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended January 28, 2024, including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of January 29, 2023, based on criteria established in Internal Control - Integrated Framewor k (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

We also have audited the Company's internal control over financial reporting as of January 28, 2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January 28, 2024 and January 29, 2023, and the results of its operations and its cash flows for each of the three years in the period ended January 28, 2024 in conformity with accounting principles generally accepted in the United States of America.

16 unchanged sentences

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and

directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

7 unchanged sentences

Most of the Company’s inventory provisions relate to excess quantities of products, based on the Company’s inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions.

As of January 29, 2023, the Company’s consolidated inventories balance was $5,159 million and the Company’s consolidated outstanding inventory purchase and long-term supply obligations balance was $4,920 million, of which a significant portion relates to inventory purchase obligations.

As of January 28, 2024, the Company’s consolidated inventories balance was $5.3 billion and the Company’s consolidated outstanding inventory purchase and long-term supply and capacity obligations balance was $16.1 billion, of which a significant portion relates to inventory purchase obligations.

The principal considerations for our determination that performing procedures relating to the valuation of inventories, specifically the provisions for excess or obsolete inventories and excess product purchase commitments, is a critical audit matter are the significant judgment by management when developing provisions for excess or obsolete inventories and excess product purchase commitments, including developing assumptions related to future demand and market conditions.

14 unchanged sentences

(In millions, except per share data)

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

Revenue $ 60,922 $ 26,974 $ 26,914

6 unchanged sentences

Total operating expenses 11,329 11,132 7,434

Income from operations 4,224 10,041 4,532

Operating income 32,972 4,224 10,041

Interest income 866 267 29

15 unchanged sentences

(In millions)

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

Net income $ 29,760 $ 4,368 $ 9,752

Other comprehensive income (loss), net of tax

Available-for-sale debt securities:

Net unrealized gain (loss) ( 31 ) ( 16 ) 2

Reclassification adjustments for net realized gain (loss) included in net income 1 — ( 2 )

Net change in unrealized loss ( 30 ) ( 16 ) —

Available-for-sale securities:

Net change in unrealized gain (loss) 80 ( 31 ) ( 16 )

Reclassification adjustments for net realized gain included in net income — 1 —

Net change in unrealized gain (loss) 80 ( 30 ) ( 16 )

Cash flow hedges:

Net unrealized gain (loss) 47 ( 43 ) 9

Reclassification adjustments for net realized gain (loss) included in net income ( 49 ) 29 9

Net change in unrealized gain (loss) 38 47 ( 43 )

Reclassification adjustments for net realized gain (loss) included in net income ( 48 ) ( 49 ) 29

Net change in unrealized loss ( 10 ) ( 2 ) ( 14 )

Other comprehensive income (loss), net of tax 70 ( 32 ) ( 30 )

4 unchanged sentences

(In millions, except par value)

2023 January 30,

Jan 28, 2024 Jan 29, 2023

Current assets:

31 unchanged sentences

Additional paid-in capital 13,132 11,971

Accumulated other comprehensive loss ( 43 ) ( 11 )

Accumulated other comprehensive income (loss) 27 ( 43 )

Retained earnings 29,817 10,171

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Outstanding Additional Paid-in Treasury Accumulated Other Comprehensive Retained Total Shareholders'

(In millions, except per share data) Shares Amount Capital Stock Income (Loss) Earnings Equity

Balances, January 26, 2020 2,450 $ 3 $ 7,043 $ ( 9,814 ) $ 1 $ 14,971 $ 12,204

Shares Amount Capital Stock Income (Loss) Earnings Equity

(In millions, except per share data)

Balances, Jan 31, 2021 2,479 $ 3 $ 8,719 $ ( 10,756 ) $ 19 $ 18,908 $ 16,893

Net income — — — — — 9,752 9,752

Other comprehensive income — — — — 18 — 18

Other comprehensive loss — — — — ( 30 ) — ( 30 )

Issuance of common stock from stock plans 35 — 281 — — — 281

4 unchanged sentences

Stock-based compensation — — 2,001 — — — 2,001

Balances, January 31, 2021 2,479 3 8,719 ( 10,756 ) 19 18,908 16,893

Retirement of Treasury Stock

— — ( 20 ) 12,046 — ( 12,026 ) —

Balances, Jan 30, 2022 2,506 3 10,385 — ( 11 ) 16,235 26,612

Net income — — — — — 4,368 4,368

2 unchanged sentences

Tax withholding related to vesting of restricted stock units ( 8 ) — ( 1,475 ) — — — ( 1,475 )

Shares repurchased ( 63 ) ( 1 ) ( 4 ) — — ( 10,034 ) ( 10,039 )

Cash dividends declared and paid ($ 0.16 per common share)

— — — — — ( 398 ) ( 398 )

Fair value of partially vested equity awards assumed in connection with acquisitions — — 18 — — — 18

Stock-based compensation — — 2,710 — — — 2,710

Retirement of Treasury Stock

— — ( 20 ) 12,046 — ( 12,026 ) —

Balances, January 30, 2022 2,506 3 10,385 — ( 11 ) 16,235 26,612

Balances, Jan 29, 2023 2,466 2 11,971 — ( 43 ) 10,171 22,101

Net income — — — — — 29,760 29,760

Other comprehensive loss — — — — ( 32 ) — ( 32 )

Other comprehensive income — — — — 70 70

Issuance of common stock from stock plans 26 — 403 — — — 403

4 unchanged sentences

Stock-based compensation — — 3,568 — — — 3,568

Balances, January 29, 2023 2,466 $ 2 $ 11,971 $ — $ ( 43 ) $ 10,171 $ 22,101

Balances, Jan 28, 2024 2,464 $ 2 $ 13,132 $ — $ 27 $ 29,817 $ 42,978

See accompanying notes to the consolidated financial statements.

2 unchanged sentences

(In millions)

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization 1,508 1,544 1,174

Acquisition termination cost 1,353 — —

Losses (gains) on investments in non-affiliates, net 45 ( 100 ) —

Deferred income taxes ( 2,489 ) ( 2,164 ) ( 406 )

(Gains) losses on investments in non-affiliated entities, net ( 238 ) 45 ( 100 )

Acquisition termination cost — 1,353 —

Other ( 278 ) ( 7 ) 47

13 unchanged sentences

Acquisitions, net of cash acquired ( 83 ) ( 49 ) ( 263 )

Investments and other, net ( 77 ) ( 24 ) ( 34 )

Investments in non-affiliated entities and other, net ( 985 ) ( 77 ) ( 24 )

Net cash provided by (used in) investing activities ( 10,566 ) 7,375 ( 9,830 )

4 unchanged sentences

Payments related to tax on restricted stock units ( 2,783 ) ( 1,475 ) ( 1,904 )

Repayment of debt ( 1,250 ) — ( 1,000 )

Dividends paid ( 395 ) ( 398 ) ( 399 )

Principal payments on property and equipment ( 58 ) ( 83 ) ( 17 )

Principal payments on property and equipment and intangible assets ( 74 ) ( 58 ) ( 83 )

Issuance of debt, net of issuance costs — — 4,977

Repayment of debt — ( 1,000 ) —

Other ( 1 ) ( 2 ) ( 7 )

13 unchanged sentences

We operate on a 52- or 53-week year, ending on the last Sunday in January.

Fiscal years 2023 and 2022 were both 52-week years.

Fiscal year 2021 was a 53-week year.

Reclassifications

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

Prior period intangible asset gross carrying amount and accumulated amortization in Note 7 have been adjusted to write off immaterial fully amortized intangible assets as of January 30, 2022.

Fiscal years 2024, 2023 and 2022 were all 52-week years.

Principles of Consolidation

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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.

On an on-going basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories and product purchase commitments, income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, property, plant, and equipment, and other contingencies.

These estimates are based on historical facts and various other assumptions that we believe are reasonable.

In February 2023, we completed an assessment of the useful lives of our property, plant, and equipment.

Based on advances in technology and usage rate, we increased the estimated useful life of a majority of the server, storage, and network equipment from three to a range of four to five years , and assembly and test equipment from five to seven years .

This change in accounting estimate became effective at the beginning of fiscal year 2024.

Based on the carrying amounts of a majority of our server, storage, network, and assembly and test equipment, net in use as of the end of fiscal year 2023, it is estimated this change will increase our fiscal year 2024 operating income by $ 133 million as a result of the reduction in depreciation expense.

In February 2023, we assessed the useful lives of our property, plant, and equipment.

Based on advances in technology and usage rate, we increased the estimated useful life of most of our server, storage, and network equipment from three to four or five years , and our assembly and test equipment from five to seven years .

The effect of this change for the fiscal year ended January 28, 2024 was a benefit of $ 33 million and $ 102 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $ 135 million and net income of $ 114 million after tax, or $ 0.05 per both basic and diluted share.

Revenue Recognition

8 unchanged sentences

Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in exchange for those products.

Certain products are

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

sold with support or an extended warranty for the incorporated system, hardware, and/or software.

Certain products are sold with support or an extended warranty for the incorporated system, hardware, and/or software.

Support and extended warranty revenue are recognized ratably over the service period, or as services are performed.

1 unchanged sentence

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.

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 accurately reflect our estimated exposure for product returns.

Our customer programs involve rebates, which are designed to serve as sales incentives to resellers of our products in various target markets, and marketing development funds, or MDFs, which represent monies paid to our partners that are earmarked for market segment development and are designed to support our partners’ activities while also promoting NVIDIA products.

We account for customer programs as a reduction to revenue and accrue for potential rebates and MDFs based on the amount we expect to be claimed by customers.

We account for customer programs as a reduction to revenue and accrue for such programs for potential rebates and MDFs based on the amount we expect to be claimed by customers.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

License and Development Arrangements

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Revenue related to cloud services based on usage is recognized as usage occurs.

Cloud services are typically sold on a standalone basis, but certain offerings may be sold with hardware and/or software and related support.

Contracts with Multiple Performance Obligations

Our contracts may contain more than one of the products and services listed above, each of which is separately accounted for as a distinct performance obligation.

We account for multiple agreements with a single customer as a single contract if the contractual terms and/or substance of those agreements indicate that they may be so closely related that they are, in effect, parts of a single contract.

We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis.

The standalone selling price reflects the price we would charge for a specific product or service if it were sold separately in similar circumstances and to similar customers.

When determining standalone selling price, we maximize the use of observable inputs.

If a contract contains a single performance obligation, no allocation is required.

Product Warranties

We 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.

We offer a limited warranty to end-users ranging from one to three years for products to repair or replace products for manufacturing defects or hardware component failures.

Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition.

4 unchanged sentences

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

attribution method over the requisite employee service period while compensation expense for PSUs is recognized using an accelerated amortization model.

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 at least annually based on historical experience and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates.

Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates.

Forfeitures are estimated based on historical experience.

Litigation, Investigation and Settlement Costs

We currently, are, and will likely continue to be subject to claims, litigation, and other actions, including potential regulatory proceedings, involving patent and other intellectual property matters, taxes, labor and employment, competition and antitrust, commercial disputes, goods and services offered by us and by third parties, and other matters.

There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments.

There are many uncertainties associated with any litigation or investigation, and we cannot be certain that these actions

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

or other third-party claims against us will be resolved without litigation, fines and/or substantial settlement payments or judgments.

If information becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with U.S.

1 unchanged sentence

Foreign Currency Remeasurement

We use the United States dollar as our functional currency for our subsidiaries.

We use the U.S.

dollar as our functional currency for our subsidiaries.

Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates.

6 unchanged sentences

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.

Our estimates of deferred tax assets and liabilities may change based, in part, on added certainty or finality to an anticipated outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances.

In addition, we recognize liabilities for potential U.S.

and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due.

If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

As of January 29, 2023, we had a valuation allowance of $ 1.48 billion related to capital loss carryforwards, state, and certain other deferred tax assets that management determined are not likely to be realized due to jurisdictional projections of future taxable income, including capital gains, 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.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

As of January 28, 2024, we had a valuation allowance of $ 1.6 billion related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains.

To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

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.

3 unchanged sentences

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.

Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.

Cash and Cash Equivalents and Marketable Securities

7 unchanged sentences

Available-for-sale debt investments are subject to a periodic impairment review.

If the estimated fair value of available-for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or we intend to sell the securities before recovery of its amortized cost basis.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

we intend to sell the securities before recovery of its amortized cost basis.

Allowances for credit losses and write-downs are recognized in the other income (expense), net section of our Consolidated Statements of Income.

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We perform ongoing credit evaluations of our customers’ financial condition and maintain an allowance for potential credit losses.

This allowance consists of an amount

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

identified for specific customers and an amount based on overall estimated exposure.

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.

6 unchanged sentences

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 .

Property and equipment are stated at cost less accumulated depreciation.

Depreciation of property and equipment is computed using the straight-line method based on the estimated useful lives of the assets of three to seven years .

Once an asset is identified for retirement or disposition, the related cost and accumulated depreciation or amortization are removed, and a gain or loss is recorded.

10 unchanged sentences

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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.

In completing our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit basis.

Qualitative factors include industry and market considerations, overall financial performance, and other relevant events and factors affecting the reporting units.

1 unchanged sentence

The income and market valuation approaches consider factors that include, but are not limited to, prospective financial information, growth rates, residual values, discount rates and comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic factors and the future profitability of our business.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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 IP.

Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under technology licenses, patents, and acquired IP.

We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method.

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.

The recoverability of assets or asset groups to be held and used is measured by a comparison of the carrying amount of an asset or asset group to estimated undiscounted future cash flows expected to be generated by the asset or asset group.

If the carrying amount of an asset or asset group exceeds its estimated future cash flows, an impairment charge is recognized for the amount by which the carrying amount of the asset or asset group exceeds the estimated fair value of the asset or asset group.

2 unchanged sentences

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.

We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values.

The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill.

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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.

Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Income.

Acquisition-related expenses are recognized separately from the business combination and expensed as incurred.

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.

Marketable equity investments in publicly-held companies are recorded at fair value with the related unrealized and realized gains and losses recognized in other income (expense), net.

Note 2 - Business Combination

Termination of the Arm Share Purchase Agreement

In February 2022, NVIDIA and SoftBank announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from SoftBank.

The parties agreed to terminate due to significant

Investments in Non-Affiliated Entities

Our investment in non-affiliates consists of marketable equity securities, which are publicly traded, and non-marketable equity securities, which are investments in privately held companies.

Marketable equity securities have readily determinable fair values with changes in fair value recorded in other income (expense), net.

Non-marketable equity securities include investments that do not have a readily determinable fair value.

The investments that do not have readily determinable fair value are measured at cost minus impairment, if any, and are adjusted for changes resulting from observable price changes in orderly transactions for an identical or similar investment in the same issuer, or the measurement alternative.

Fair value is based upon observable inputs in an inactive market and the valuation requires our judgment due to the absence of market prices and inherent lack of liquidity.

All gains and losses on these investments, realized and unrealized, are recognized in other income (expense), net on our Consolidated Statements of Income.

We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative based on quantitative and qualitative factors.

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

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

regulatory challenges preventing the completion of the transaction.

Recently Issued Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard to provide for additional disclosures about significant expenses in operating segments.

The standard is effective for our annual reporting for fiscal year 2025 and for interim period reporting starting in fiscal year 2026 retrospectively.

We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

In December 2023, the FASB issued a new accounting standard which provides for new and changes to income tax disclosures including disaggregation of the rate reconciliation and income taxes paid disclosures.

The amendments in the standard are effective for annual periods beginning after December 15, 2024.

Early adoption is permitted and should be applied prospectively, with retrospective application permitted.

We expect to adopt this standard in our annual period beginning fiscal year 2026.

We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

Note 2 - Business Combination

Termination of the Arm Share Purchase Agreement

In February 2022, NVIDIA and SoftBank Group Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from SoftBank.

The parties agreed to terminate it due to significant regulatory challenges preventing the completion of the transaction.

We recorded an acquisition termination cost of $ 1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.

Acquisition of Mellanox Technologies, Ltd.

In April 2020, we completed the acquisition of all outstanding shares of Mellanox for a total purchase consideration of $ 7.13 billion.

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

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 )

(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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Acquisition-related costs attributable to Mellanox of $ 28 million were included in selling, general and administrative expense for fiscal year 2021.

Intangible Assets

The estimated fair value and useful life of the acquired intangible assets at the time of the acquisition 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 was initially not amortized.

In fiscal year 2023, we commenced amortization of the IPR&D intangible asset.

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:

January 31, 2021

(In millions)

Revenue $ 17,104

Net income $ 4,757

The unaudited pro forma information presented above 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 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.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

The pro forma results for fiscal year 2021 excluded the inventory step-up expense of $ 161 million.

There were no other material nonrecurring adjustments.

Note 3 - Leases

8 unchanged sentences

Long-term operating lease liabilities $ 1,119

In addition to above, we have operating leases, primarily for our data centers, that are expected to commence within fiscal years 2024 and 2025 with lease terms of 2 to 8 years for $ 463 million.

Operating lease expense for fiscal years 2023, 2022, and 2021 was $ 193 million, $ 168 million, $ 145 million, respectively.

In addition, we have operating leases, primarily for our data centers, that are expected to commence within fiscal year 2025 with lease terms of 1 to 10 years for $ 1.1 billion.

Operating lease expenses for fiscal years 2024, 2023, and 2022 were $ 269 million, $ 193 million, $ 168 million, respectively.

Short-term and variable lease expenses for fiscal years 2024, 2023, and 2022 were not significant.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Other information related to leases was as follows:

January 29, 2023 January 30, 2022 January 31, 2021

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

4 unchanged sentences

As of January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted average discount rate of 3.21 %.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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.

Our stock-based compensation expense is associated with RSUs, performance stock units based on our corporate financial performance targets, or PSUs, performance stock units based on market conditions, or market-based PSUs, and our ESPP.

Our Consolidated Statements of Income include stock-based compensation expense, net of amounts allocated to inventory, as follows:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

5 unchanged sentences

The following is a summary of equity awards granted under our equity incentive plans:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions, except per share data)

7 unchanged sentences

As of January 28, 2024, there was $ 8.6 billion of aggregate unearned stock-based compensation expense.

This amount is expected to be recognized over a weighted average period of 2.6 years for RSUs, PSUs, and market-based PSUs, and 1.0 year for ESPP.

This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.8 years for ESPP.

NVIDIA Corporation and Subsidiaries

1 unchanged sentence

The fair value of shares issued under our ESPP have been estimated with the following assumptions:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(Using the Black-Scholes model)

15 unchanged sentences

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, or 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.

In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants.

Only our employees may receive incentive stock options.

As of January 29, 2023, up to 47 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 December 2023 if not exercised.

As of January 28, 2024, up to 37 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan.

Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were 147 million shares available for future grants.

1 unchanged sentence

PSUs vest over a four-year period, subject to continued service, with 25 % vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25 % vesting quarterly thereafter.

Market-based PSUs vest 100 % on 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.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Market-based PSUs vest 100 % on about the three-year anniversary of the date of grant.

However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

Amended and Restated 2012 Employee Stock Purchase Plan

In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, as most recently amended and restated, or the 2012 Plan.

In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.

Employees who participate in the 2012 Plan may have up to 15 % of their earnings withheld to purchase shares of common stock.

The Board may decrease this percentage at its discretion.

Each offering period is approximately 24 months, which is generally divided into four purchase periods of six months .

Each offering period is about 24 months, divided into four purchase periods of six months .

The price of common stock purchased under our 2012 Plan will be equal to 85 % of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering.

As of January 28, 2024, we had 227 million shares reserved for future issuance under the 2012 Plan.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Equity Award Activity

3 unchanged sentences

(In millions, except per share data)

Balances, January 30, 2022 46 $ 114.19

Balances, Jan 29, 2023 45 $ 158.45

Granted 14 $ 374.08

1 unchanged sentence

Canceled and forfeited ( 1 ) $ 206.35

Balances, January 29, 2023 45 $ 158.45

Vested and expected to vest after January 29, 2023 45 $ 158.35

Balances, Jan 28, 2024 37 $ 245.94

Vested and expected to vest after Jan 28, 2024 37 $ 245.49

As of January 28, 2024 and January 29, 2023, there were 147 million and 160 million shares, respectively, of common stock available for future grants under our equity incentive plans.

As of January 29, 2023, the total intrinsic value of options currently exercisable and outstanding was $ 410 million, with an average exercise price of $ 3.79 per share and an average remaining term of 0.5 years.

The total intrinsic value of options exercised was $ 642 million, $ 741 million, and $ 521 million for fiscal years 2023, 2022, and 2021, respectively.

Upon the exercise of an option, we issue a new share of stock.

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 28, 2024, January 29, 2023, and January 30, 2022, was $ 8.2 billion, $ 4.3 billion, and $ 5.6 billion, respectively.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions, except per share data)

12 unchanged sentences

As of January 29, 2023, the total carrying amount of goodwill was $ 4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ 4.0 billion and $ 370 million, respectively.

Goodwill increased by $ 23 million in fiscal year 2023 from acquisitions.

We assigned $ 14 million of the increase in goodwill to our Compute & Networking segment and assigned $ 9 million of the increase to our Graphics segment.

During the fourth quarters of fiscal years 2023, 2022, and 2021, we completed our annual qualitative impairment tests and concluded that goodwill was no t impaired in any of these years.

Goodwill increased by $ 59 million in fiscal year 2024 from an immaterial acquisition and was allocated to our Compute & Networking reporting unit.

During the fourth quarters of fiscal years 2024, 2023, and 2022, we completed our annual qualitative impairment tests and concluded that goodwill was no t impaired.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 7 - Amortizable Intangible Assets

The components of our amortizable intangible assets are as follows:

January 29, 2023 January 30, 2022

Jan 28, 2024 Jan 29, 2023

Amortization Net

5 unchanged sentences

(1) During the first quarter of fiscal year 2023, we commenced amortization of a $ 630 million in-process research and development intangible asset related to our acquisition of Mellanox.

Amortization expense associated with intangible assets for fiscal years 2024, 2023, and 2022 was $ 614 million, $ 699 million, and $ 563 million, respectively.

The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 28, 2024:

Future Amortization Expense

(In millions)

2030 and thereafter 100

Total $ 1,112

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Amortization expense associated with intangible assets for fiscal years 2023, 2022, and 2021 was $ 699 million, $ 563 million, and $ 612 million, respectively.

Future amortization expense related to the net carrying amount of intangible assets as of January 29, 2023 is estimated to be $ 602 million in fiscal year 2024, $ 541 million in fiscal year 2025, $ 247 million in fiscal year 2026, $ 142 million in fiscal year 2027, $ 35 million in fiscal year 2028, and $ 109 million in fiscal year 2029 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.

The following is a summary of cash equivalents and marketable securities as of January 29, 2023 and January 30, 2022:

January 29, 2023

The following is a summary of cash equivalents and marketable securities:

Cost Unrealized

5 unchanged sentences

Corporate debt securities $ 10,126 $ 31 $ ( 5 ) $ 10,152 $ 2,231 $ 7,921

Debt securities issued by the United States Treasury 4,185 1 ( 44 ) 4,142 — 4,142

Debt securities issued by United States government agencies 1,836 — ( 2 ) 1,834 50 1,784

Debt securities issued by the U.S.

Treasury 9,517 17 ( 10 ) 9,524 1,315 8,209

Debt securities issued by U.S.

government agencies 2,326 8 ( 1 ) 2,333 89 2,244

Money market funds 3,031 — — 3,031 3,031 —

2 unchanged sentences

Total $ 25,684 $ 56 $ ( 16 ) $ 25,724 $ 7,020 $ 18,704

January 30, 2022

Cost Unrealized

5 unchanged sentences

Corporate debt securities $ 4,809 $ — $ ( 12 ) $ 4,797 $ 1,087 $ 3,710

Debt securities issued by the United States Treasury 7,314 — ( 14 ) 7,300 — 7,300

Debt securities issued by United States government agencies 1,612 — — 1,612 256 1,356

Certificates of deposit 1,561 — — 1,561 21 1,540

Debt securities issued by the U.S.

Treasury 4,185 1 ( 44 ) 4,142 — 4,142

Debt securities issued by U.S.

government agencies 1,836 — ( 2 ) 1,834 50 1,784

Money market funds 1,777 — — 1,777 1,777 —

Certificates of deposit 365 — — 365 134 231

Foreign government bonds 140 — — 140 100 40

2 unchanged sentences

Notes to the Consolidated Financial Statements

The following tables provide the breakdown of unrealized losses as of January 29, 2023 and January 30, 2022, aggregated by investment category and length of time that individual securities have been in a continuous loss position:

January 29, 2023

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

Less than 12 Months 12 Months or Greater Total

1 unchanged sentence

(In millions)

Debt securities issued by the United States Treasury $ 2,444 $ ( 21 ) $ 1,172 $ ( 23 ) $ 3,616 $ ( 44 )

Debt securities issued by the U.S.

Treasury $ 3,343 $ ( 5 ) $ 1,078 $ ( 5 ) $ 4,421 $ ( 10 )

Corporate debt securities 1,306 ( 3 ) 618 ( 2 ) 1,924 ( 5 )

Debt securities issued by United States government agencies 1,307 ( 2 ) — — 1,307 ( 2 )

Debt securities issued by U.S.

government agencies 670 ( 1 ) — — 670 ( 1 )

Total $ 5,319 $ ( 9 ) $ 1,696 $ ( 7 ) $ 7,015 $ ( 16 )

January 30, 2022

Less than 12 Months 12 Months or Greater Total

1 unchanged sentence

(In millions)

Debt securities issued by the United States Treasury $ 5,292 $ ( 14 ) $ — $ — $ 5,292 $ ( 14 )

Debt securities issued by the U.S.

Treasury $ 2,444 $ ( 21 ) $ 1,172 $ ( 23 ) $ 3,616 $ ( 44 )

Corporate debt securities 1,188 ( 7 ) 696 ( 5 ) 1,884 ( 12 )

Debt securities issued by U.S.

government agencies 1,307 ( 2 ) — — 1,307 ( 2 )

Total $ 4,939 $ ( 30 ) $ 1,868 $ ( 28 ) $ 6,807 $ ( 58 )

1 unchanged sentence

Net realized gains and losses were not significant for all periods presented.

The amortized cost and estimated fair value of cash equivalents and marketable securities as of January 29, 2023 and January 30, 2022 are shown below by contractual maturity.

January 29, 2023 January 30, 2022

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

Jan 28, 2024 Jan 29, 2023

Cost Estimated

5 unchanged sentences

Total $ 25,684 $ 25,724 $ 13,112 $ 13,055

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.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 9 - Fair Value of Financial Assets and Liabilities and Investments in Non-Affiliated Entities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets.

We review fair value hierarchy classification on a quarterly basis.

Fair Value at

Pricing Category January 29, 2023 January 30, 2022

Pricing Category Jan 28, 2024 Jan 29, 2023

(In millions)

2 unchanged sentences

Corporate debt securities Level 2 $ 10,152 $ 4,797

Debt securities issued by the United States Treasury Level 2 $ 4,142 $ 7,300

Debt securities issued by United States government agencies Level 2 $ 1,834 $ 1,612

Debt securities issued by the U.S.

Treasury Level 2 $ 9,524 $ 4,142

Debt securities issued by U.S.

government agencies Level 2 $ 2,333 $ 1,834

Certificates of deposit Level 2 $ 510 $ 365

2 unchanged sentences

Publicly-held equity securities Level 1 $ 225 $ 11

Privately-held equity securities Level 3 $ 288 $ 208

Liabilities (1)

17 unchanged sentences

Level 2 $ 403 $ 410

(1) Unrealized losses of $ 61 million from investments in publicly-traded equity securities were recorded in other income (expense), net, in fiscal year 2023.

Unrealized gains of $ 48 million from an investment in a publicly-traded equity security were recorded in other income (expense), net, in fiscal year 2022.

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

Investments in Non-Affiliated Entities

Our investments in non-affiliated entities include marketable equity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held companies.

Our marketable equity securities have readily determinable fair values and are recorded as long-term other assets on our Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income and expense, net on our Consolidated Statements of Income.

Marketable equity securities totaled $ 225 million and $ 11 million as of January 28, 2024 and January 29, 2023, respectively.

The net unrealized and realized gains and losses of investments in marketable securities net were not significant for fiscal years 2024, 2023 and 2022.

Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets.

The carrying value of our non-marketable equity securities totaled $ 1.3 billion and $ 288 million as of January 28, 2024 and January 29, 2023, respectively.

Gains and losses on these investments, realized and unrealized, are recognized in Other income and expense, net on our Consolidated Statements of Income.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Adjustments to the carrying value of our non-marketable equity securities accounted for under the measurement alternative were as follows:

(In millions)

Carrying amount as of Jan 29, 2023 $ 288

Adjustments related to non-marketable equity securities:

Net additions 859

Unrealized gains 194

Impairments and unrealized losses ( 20 )

Carrying amount as of Jan 28, 2024 $ 1,321

In the fourth quarter of fiscal year 2024, one of our private company investments completed a secondary equity raise that resulted in an unrealized gain of $ 178 million.

Net unrealized gains recognized for the year ended January 28, 2024 for non-marketable investments in non-affiliated entities still held as of January 28, 2024 were $ 174 million.

Net unrealized and realized gains related to non-marketable equity securities were not significant for fiscal years 2023 and 2022.

The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses and impairments related to non-marketable equity securities accounted for under the measurement alternative:

(In millions)

Cumulative gross unrealized gains $ 270

Cumulative gross unrealized losses and impairments ( 45 )

Note 10 - Balance Sheet Components

Two customers accounted for 24 % and 11 % of our accounts receivable balance as of January 28, 2024.

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

Certain balance sheet components are as follows:

2023 January 30,

Jan 28, 2024 Jan 29, 2023

(In millions)

4 unchanged sentences

Total inventories $ 5,282 $ 5,159

(1) In fiscal years 2023 and 2022, we recorded an inventory reserve expense of approximately $ 1.04 billion and $ 173 million in cost of revenue, respectively.

(1) In fiscal years 2024 and 2023, we recorded an inventory provision of $ 774 million and $ 1.0 billion, respectively, in cost of revenue.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

2023 January 30,

2022 Estimated

Jan 28, 2024 Jan 29, 2023 Estimated

(In millions) (In years)

9 unchanged sentences

(B) The estimated useful lives of our buildings are up to thirty years .

Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected lease term.

Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.

(C) Construction in process represents assets that are not available for their intended use as of the balance sheet date.

2 unchanged sentences

Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2024, 2023, and 2022 were $ 170 million, $ 374 million, and $ 258 million, respectively.

2023 January 30,

Jan 28, 2024 Jan 29, 2023

Other assets:

(In millions)

Prepaid supply agreements $ 2,989 $ 1,747

Prepaid supply and capacity agreements (1) $ 2,458 $ 2,989

Investments in non-affiliated entities 1,546 299

Prepaid royalties 364 387

Investment in non-affiliated entities 299 266

Advanced consideration for acquisition (1) — 1,353

Other 132 145

Total other assets $ 4,500 $ 3,820

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

(1) As of January 28, 2024 and January 29, 2023, there was an additional $ 2.5 billion and $ 458 million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

2023 January 30,

Jan 28, 2024 Jan 29, 2023

(In millions)

2 unchanged sentences

Excess inventory purchase obligations (1) 1,655 954

Deferred revenue (2) 764 354

Accrued payroll and related expenses 675 530

Product warranty and return provisions 415 108

Taxes payable 296 467

Deferred revenue (2) 354 300

Operating leases 228 176

Other 443 371

Unsettled share repurchases 187 117

Licenses and royalties 182 149

Total accrued and other current liabilities $ 6,682 $ 4,120

(1) In fiscal years 2023 and 2022, we recorded an expense of approximately $ 1.13 billion and $ 181 million, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, and cancellation and underutilization penalties.

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

2023 January 30,

(1) In fiscal years 2024 and 2023, we recorded an expense of approximately $ 1.4 billion and $ 1.1 billion, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges and for penalties related to cancellations and underutilization.

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

$ 233 million and $ 35 million of the balance in fiscal 2024 and 2023 respectively, related to customer advances.

Jan 28, 2024 Jan 29, 2023

(In millions)

9 unchanged sentences

The following table shows the changes in deferred revenue during fiscal years 2024 and 2023.

2023 January 30,

Jan 28, 2024 Jan 29, 2023

(In millions)

Balance at beginning of period $ 572 $ 502

Deferred revenue added during the period 830 821

Addition due to business combinations — 8

Deferred revenue additions during the period 2,038 830

Revenue recognized during the period ( 1,273 ) ( 760 )

Balance at end of period $ 1,337 $ 572

Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $ 338 million.

Revenue recognized during fiscal year 2023 that was included in deferred revenue as of January 30, 2022 was $ 282 million.

Revenue related to remaining performance obligations represents the contracted license and development arrangements and support for hardware and software.

This includes deferred revenue currently recorded and amounts that will be invoiced in future periods.

As of January 29, 2023, $ 652 million of revenue related to

This includes deferred revenue currently recorded and amounts that will be

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

performance obligations had not been recognized, of which we expect to recognize approximately 47 % over the next twelve months and the remainder thereafter.

invoiced in future periods.

Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 1.1 billion as of January 28, 2024.

We expect to recognize approximately 40 % of this revenue over the next twelve months and the remainder thereafter.

This excludes revenue related to performance obligations for contracts with a length of one year or less.

3 unchanged sentences

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 29, 2023 and January 30, 2022.

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.

We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than the U.S.

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 29, 2023 and January 30, 2022:

2023 January 30,

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

Jan 28, 2024 Jan 29, 2023

(In millions)

1 unchanged sentence

Non-designated hedges $ 597 $ 366

As of January 29, 2023, 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.

The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of January 28, 2024 and January 29, 2023.

As of January 28, 2024, all designated foreign currency forward contracts mature within 18 months.

The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.

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

Note 12 - Debt

Long-Term Debt

In June 2021, March 2020, and September 2016, we issued a total of $ 5.00 billion, $ 5.00 billion, and $ 2.00 billion aggregate principal of senior notes, respectively.

The net proceeds from these offerings were $ 4.98 billion, $ 4.97 billion, and $ 1.98 billion, respectively, after deducting debt discount and issuance costs.

In fiscal year 2022, we repaid the $ 1.00 billion of 2.20 % Notes Due 2021.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

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

Note 12 - Debt

Long-Term Debt

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

Remaining Term (years) Effective

Interest Rate January 29,

2023 January 30,

Interest Rate Jan 28, 2024 Jan 29, 2023

(In millions)

21 unchanged sentences

Total long-term portion $ 8,459 $ 9,703

(1) In fiscal year 2024, we repaid the 0.309 % Notes Due 2023.

All our notes are unsecured senior obligations.

2 unchanged sentences

We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.

As of January 29, 2023, we were in compliance with the required covenants, which are non-financial in nature, under the Notes.

As of January 28, 2024, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes.

Commercial Paper

We have a $ 575 million commercial paper program to support general corporate purposes.

As of January 29, 2023, we had no t issued any commercial paper.

As of January 28, 2024, we had no commercial paper outstanding.

Note 13 - Commitments and Contingencies

Purchase Obligations

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

We have entered into several long-term supply agreements, under which we have made advance payments and have $ 810 million remaining unpaid.

As of January 29, 2023, we had outstanding inventory purchase and long-term supply obligations totaling $ 4.92 billion, inclusive of the $ 810 million.

Under our manufacturing relationships with our foundry suppliers, subcontractors and contract manufacturers, cancellation of outstanding purchase commitments is generally allowed but may result in the payment of costs incurred through the date of cancellation.

Other non-inventory purchase obligations of $ 3.14 billion include $ 2.23 billion of multi-year cloud service agreements.

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

As of January 28, 2024, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $ 16.1 billion.

We enter into agreements with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the payment of costs incurred through the date of cancellation.

Other non-inventory purchase obligations were $ 4.6 billion, which includes $ 3.5 billion of multi-year cloud service agreements, primarily to support our research and development efforts.

NVIDIA Corporation and Subsidiaries

2 unchanged sentences

(In millions)

2025 $ 17,316

2029 and thereafter 418

3 unchanged sentences

The estimated product returns and estimated product warranty activity consisted of the following:

January 29, January 30, January 31,

2023 2022 2021

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

Balance at beginning of period $ 82 $ 46 $ 22

$ 46 $ 22 $ 15

( 109 ) ( 16 ) ( 21 )

Additions 278 145 40

Utilization ( 54 ) ( 109 ) ( 16 )

Balance at end of period $ 306 $ 82 $ 46

$ 82 $ 46 $ 22

In the second quarter of fiscal year 2023, we recorded $ 122 million in product warranty liabilities primarily related to a defect identified in a third-party component embedded in certain Data Center products.

In the third quarter of fiscal year 2023, we recognized a warranty-related benefit of approximately $ 70 million in cost of revenue due to favorable product recovery.

In connection with certain agreements that we have entered in the past, we have provided indemnities for matters such as tax, product, and employee liabilities.

In fiscal years 2024 and 2023, the additions in product warranty liabilities primarily related to Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities.

We have included intellectual property indemnification provisions in our technology-related agreements with third parties.

5 unchanged sentences

Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act.

Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses,

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper.

Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper.

On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case.

On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604.

Oral argument on the appeal was held on May 10, 2022.

On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case.

On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023.

On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

resolution of the matter.

On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate.

NVIDIA’s deadline to file a petition for a writ of certiorari is March 4, 2024.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action.

On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved.

Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in this derivative matter.

The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand.

4 unchanged sentences

1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action.

Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in these derivative matters.

The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand.

The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v.

Huang, et al.

2023-1096-KSJM).

This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand.

The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures.

This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action.

Accounting for Loss Contingencies

6 unchanged sentences

The income tax expense (benefit) applicable to income before income taxes consists of the following:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

4 unchanged sentences

Total current 6,547 1,977 595

Deferred taxes:

Deferred income taxes:

Federal ( 2,499 ) ( 2,165 ) ( 420 )

State ( 206 ) — —

Foreign 216 1 14

2 unchanged sentences

Income before income tax consists of the following:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

4 unchanged sentences

federal statutory rate of 21% to income before income taxes as follows:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions, except percentages)

1 unchanged sentence

Expense (benefit) resulting from:

Acquisition termination cost 261 6.2 % — — % — — %

State income taxes, net of federal tax effect 120 0.4 % 50 1.2 % 42 0.4 %

1 unchanged sentence

Stock-based compensation ( 741 ) ( 2.2 ) % ( 309 ) ( 7.4 ) % ( 337 ) ( 3.4 ) %

federal research and development tax credit ( 278 ) ( 6.6 ) % ( 289 ) ( 2.9 ) % ( 173 ) ( 3.9 ) %

Foreign tax rate differential ( 467 ) ( 1.4 ) % ( 83 ) ( 2.0 ) % ( 497 ) ( 5.0 ) %

federal research and development tax credit ( 431 ) ( 1.3 ) % ( 278 ) ( 6.6 ) % ( 289 ) ( 2.9 ) %

Acquisition termination cost — — % 261 6.2 % — — %

IP domestication — — % — — % ( 244 ) ( 2.5 ) %

4 unchanged sentences

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

2023 January 30,

Jan 28, 2024 Jan 29, 2023

(In millions)

1 unchanged sentence

Capitalized research and development expenditure $ 3,376 $ 1,859

Research and other tax credit carryforwards 951 798

GILTI deferred tax assets 1,576 800

Accruals and reserves, not currently deductible for tax purposes 1,121 686

Research and other tax credit carryforwards 936 951

Net operating loss and capital loss carryforwards 439 409

12 unchanged sentences

Net deferred tax asset (1) $ 5,617 $ 3,148

(1) Capitalized research and development deferred tax assets were previously included in Property, equipment and intangible assets.

(1) Net deferred tax asset includes long-term deferred tax assets of $ 6.1 billion and $ 3.4 billion and long-term deferred tax liabilities of $ 462 million and $ 247 million for fiscal years 2024 and 2023, respectively.

2 unchanged sentences

We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.

As of January 29, 2023 and January 30, 2022, we had a valuation allowance of $ 1.48 billion and $ 907 million, respectively, related to capital loss carryforwards, state, and certain other deferred tax assets that management determined not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains.

As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $ 1.6 billion and $ 1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains.

To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

8 unchanged sentences

Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances.

Utilization of tax attributes may also

Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions.

If any such limitations apply, the tax attributes may expire or be denied before utilization.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions.

If any such limitations apply, the tax attributes may expire or be denied before utilization.

A reconciliation of gross unrecognized tax benefits is as follows:

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

6 unchanged sentences

Balance at end of period $ 1,670 $ 1,238 $ 1,013

Included in the balance of unrecognized tax benefits as of January 29, 2023 are $ 770 million of tax benefits that would affect our effective tax rate if recognized.

Included in the balance of unrecognized tax benefits as of January 28, 2024 are $ 1.0 billion of tax benefits that would affect our effective tax rate if recognized.

We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year.

1 unchanged sentence

We include interest and penalties related to unrecognized tax benefits as a component of income tax expense.

We recognized net interest and penalties related to unrecognized tax benefits in income tax expense line of our consolidated statements of income of $ 33 million, $ 14 million, and $ 7 million during fiscal years 2023, 2022 and 2021, respectively.

We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $ 42 million, $ 33 million, and $ 14 million during fiscal years 2024, 2023 and 2022, respectively.

As of January 28, 2024 and January 29, 2023, we have accrued $ 140 million and $ 95 million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.

3 unchanged sentences

We are subject to taxation by taxing authorities both in the United States and other countries.

As of January 29, 2023, the significant tax jurisdictions that may be subject to examination include China, Germany, Hong Kong, India, Israel, Taiwan, United Kingdom, and the United States for fiscal years 2005 through 2022.

As of January 29, 2023, the significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and the United States for fiscal years 2005 through 2022.

As of January 28, 2024, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2020, as well as China, Germany, Hong Kong, India, Israel, Taiwan, and the United Kingdom for fiscal years 2005 through 2023.

As of January 28, 2024, the significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023.

Note 15 - Shareholders’ Equity

Capital Return Program

During fiscal year 2023, we repurchased 63 million shares for $ 10.04 billion.

Since the inception of our share repurchase program through January 29, 2023, we have repurchased an aggregate of 1.10 billion shares under our share repurchase program for a total cost of $ 17.12 billion.

As of January 29, 2023, we were authorized, subject to certain specifications, to repurchase an additional $ 7.23 billion of shares through December 2023.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $ 25.0 billion, without expiration.

During fiscal year 2024, we repurchased 21 million shares of our common stock for $ 9.7 billion.

As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $ 22.5 billion.

From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $ 1.9 billion pursuant to a Rule 10b5-1 trading plan.

Our share repurchase program aims to offset dilution from shares issued to employees.

We may pursue additional share repurchases as we weigh market factors and other investment opportunities.

During fiscal years 2024, 2023, and 2022, we paid $ 395 million, $ 398 million, and $ 399 million in cash dividends to our shareholders, respectively.

4 unchanged sentences

Any future repurchased shares will assume the status of authorized and unissued shares.

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Note 16 - Employee Retirement Plans

5 unchanged sentences

The Compute & Networking segment includes our Data Center accelerated computing platform;

automotive AI Cockpit, autonomous driving development agreements, and autonomous vehicle solutions;

automotive artificial intelligence, or AI, Cockpit, autonomous driving development agreements, and autonomous vehicle solutions;

electric vehicle computing platforms;

Jetson for robotics and other embedded platforms;

and NVIDIA AI Enterprise and other software;

NVIDIA AI Enterprise and other software;

and DGX Cloud.

The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms;

Quadro/NVIDIA RTX GPUs for enterprise workstation graphics;

vGPU software for cloud-based visual and virtual computing;

virtual GPU software for cloud-based visual and virtual computing;

automotive platforms for infotainment systems;

and Omniverse Enterprise software for building and operating metaverse and 3D internet applications.

and Omniverse Enterprise software for building and operating 3D internet applications.

Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments.

The “All Other” category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance.

The expenses include stock-based compensation expense, acquisition-related and other costs, corporate infrastructure and support costs, restructuring costs, acquisition termination cost, IP-related and legal settlement costs, contributions, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, intellectual property related, or IP-related costs, acquisition termination cost, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

Our CODM does not review any information regarding total assets on a reportable segment basis.

Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment.

However, the CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented.

However, our CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented.

There is no intersegment revenue.

1 unchanged sentence

The table below presents details of our reportable segments and the “All Other” category.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Compute & Networking Graphics All Other Consolidated

(In millions)

Year Ended January 29, 2023:

Year Ended Jan 28, 2024:

Revenue $ 47,405 $ 13,517 $ — $ 60,922

Operating income (loss) $ 32,016 $ 5,846 $ ( 4,890 ) $ 32,972

Year Ended January 30, 2022:

Year Ended Jan 29, 2023:

Revenue $ 15,068 $ 11,906 $ — $ 26,974

Operating income (loss) $ 5,083 $ 4,552 $ ( 5,411 ) $ 4,224

Year Ended January 31, 2021:

Year Ended Jan 30, 2022:

Revenue $ 11,046 $ 15,868 $ — $ 26,914

Operating income (loss) $ 4,598 $ 8,492 $ ( 3,049 ) $ 10,041

2023 January 30,

2022 January 31,

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

1 unchanged sentence

Stock-based compensation expense $ ( 3,549 ) $ ( 2,710 ) $ ( 2,004 )

Acquisition termination cost ( 1,353 ) — —

Acquisition-related and other costs ( 674 ) ( 636 ) ( 836 )

Unallocated cost of revenue and operating expenses ( 728 ) ( 595 ) ( 399 )

Restructuring costs and other ( 54 ) — —

Acquisition-related and other costs ( 583 ) ( 674 ) ( 636 )

IP-related and legal settlement costs ( 40 ) ( 23 ) ( 10 )

Contributions ( 2 ) — —

Restructuring costs and other — ( 54 ) —

Acquisition termination cost — ( 1,353 ) —

Other 10 ( 2 ) —

Total $ ( 4,890 ) $ ( 5,411 ) $ ( 3,049 )

Revenue by geographic region is allocated to individual countries based on the billing location of the customer.

Revenue by geographic areas is designated based upon the billing location of the customer.

End customer location may be different than our customer’s billing location.

The following table summarizes information pertaining to our revenue from customers based on the invoicing address by geographic regions:

2023 January 30,

2022 January 31,

Revenue by geographic areas was as follows :

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

4 unchanged sentences

Total revenue $ 60,922 $ 26,974 $ 26,914

Revenue from sales to customers outside of the United States accounted for 56 %, 69 %, and 84 % of total revenue for fiscal years 2024, 2023, and 2022, respectively.

The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.

Sales to one customer represented 13 % of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment.

No customer represented 10% or more of total revenue for fiscal years 2023 and 2022.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

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

Two customers each accounted for 11 % of our accounts receivable balance as of January 30, 2022.

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

2023 January 30,

2022 January 31,

Jan 28, 2024 Jan 29, 2023 Jan 30, 2022

(In millions)

3 unchanged sentences

Automotive 1,091 903 566

OEM & Other 455 1,162 631

OEM and Other 306 455 1,162

Total revenue $ 60,922 $ 26,974 $ 26,914

NVIDIA Corporation and Subsidiaries

Notes to the Consolidated Financial Statements

The following table presents summarized information for long-lived assets by country.

Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets.

2023 January 30,

Jan 28, 2024 Jan 29, 2023

Long-lived assets:

26 unchanged sentences

(3) Additional valuation allowance on deferred tax assets not likely to be realized.

Fiscal year 2023 includes additional valuation allowance on capital loss carryforwards, state, and certain other deferred tax assets.

Additions represent additional valuation allowance on capital loss carryforwards, and certain state and other deferred tax assets.

Deductions represent the release of valuation allowance on certain state deferred tax assets.

Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

2 unchanged sentences

Incorporated by Reference

Exhibit Description Schedule/Form File Number Exhibit Filing Date

Exhibit Description Schedule/Form Exhibit Filing Date

2.1 Agreement and Plan of Merger, dated March 10, 2019, by and among NVIDIA Corporation, NVIDIA International Holdings Inc., Mellanox Technologies Ltd.

19 unchanged sentences

4.6 Description of Securities

10-K 4.6 2/24/2023

4.7 Officers’ Certificate, dated as of March 31, 2020

21 unchanged sentences

10.2+ Amended and Restated 2007 Equity Incentive Plan

10.3+ 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

10.4+ Amended and Restated 2007 Equity Incentive Plan - Non Statutory Stock Option

10-Q 0-23985 10.1 8/22/2012

10.5+ Amended and Restated 2007 Equity Incentive Plan - Incentive Stock Option

10-Q 0-23985 10.2 8/22/2012

10-K 10.2 2/24/2023

10.3+ Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)

2 unchanged sentences

10-K 10.27 3/12/2015

10.8+ 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

10.9+ 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

10.5+ Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2019)

7 unchanged sentences

10.9+ Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2023)

10-K 10.14 2/24/2023

10.10+ Amended and Restated 2012 Employee Stock Purchase Plan

10-Q 10.2 8/20/2021

10.16+ Fiscal Year 2022 Variable Compensation Plan

8-K 0-23985 10.1 3/19/2021

10.17+ Fiscal Year 2023 Variable Compensation Plan

8-K 0-23985 10.1 3/9/2022

10.18+ Offer Letter between NVIDIA Corporation and Colette Kress, dated September 13, 2013

8-K 0-23985 10.1 9/16/2013

10.19+ Offer Letter between NVIDIA Corporation and Tim Teter, dated December 16, 2016

10.11+ Variable Compensation Plan - Fiscal Year 2023

8-K 10.1 3/9/2022

10.20+ Offer Letter between NVIDIA Corporation and Donald Robertson, dated May 21, 2019

10.12+ Variable Compensation Plan - Fiscal Year 2024

8-K 10.1 3/8/2023

1 unchanged sentence

8-K 10.1 12/15/2017

21.1* List of Registrant's Subsidiaries

21.1* Subsidiaries of Registrant

23.1* Consent of PricewaterhouseCoopers LLP

4 unchanged sentences

32.2#* Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

97.1+* Compensation Recovery Policy, as amended and restated November 30, 2023

101.INS* XBRL Instance Document

44 unchanged sentences

JONES Director February 21, 2024

/s/ MELISSA B.

LORA Director February 21, 2024

/s/ MICHAEL MCCAFFERY Director February 21, 2024

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures