What changed in this filing

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Item 1. Financial Statements

2024-05-29 compared with 2023-11-21 · 225 added, 254 removed, 464 unchanged (51% of the section changed)

3 unchanged sentences

(In millions, except per share data)

Three Months Ended Nine Months Ended

October 29, October 30, October 29, October 30,

2023 2022 2023 2022

Three Months Ended

Apr 28, 2024 Apr 30, 2023

Revenue $ 26,044 $ 7,192

4 unchanged sentences

Sales, general and administrative 777 633

Acquisition termination cost

Total operating expenses 3,497 2,508

4 unchanged sentences

Other income (expense), net

105 12 354 ( 75 )

Income before income tax 17,279 2,209

Income tax expense (benefit) 1,279 ( 67 ) 2,237 ( 61 )

Income tax expense 2,398 166

Net income $ 14,881 $ 2,043

9 unchanged sentences

(In millions)

Three Months Ended Nine Months Ended

October 29, October 30, October 29, October 30,

2023 2022 2023 2022

Three Months Ended

Apr 28, 2024 Apr 30, 2023

Net income $ 14,881 $ 2,043

2 unchanged sentences

Net change in unrealized gain (loss) ( 128 ) 17

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

Net change in unrealized gain (loss) — ( 18 ) 7 ( 52 )

Cash flow hedges:

8 unchanged sentences

(In millions)

October 29, January 29,

Apr 28, 2024 Jan 28, 2024

Current assets:

27 unchanged sentences

Additional paid-in capital 12,651 13,132

Accumulated other comprehensive loss ( 88 ) ( 43 )

Accumulated other comprehensive income (loss) ( 109 ) 27

Retained earnings 36,598 29,817

4 unchanged sentences

Condensed Consolidated Statements of Shareholders' Equity

FOR THE THREE MONTHS ENDED OCTOBER 29, 2023 AND OCTOBER 30, 2022

Outstanding Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders' Equity

(In millions, except per share data) Shares Amount

Balances, July 30, 2023 2,469 $ 2 $ 12,629 $ ( 51 ) $ 14,921 $ 27,501

Net income — — — — 9,243 9,243

Other comprehensive loss — — — ( 37 ) — ( 37 )

Issuance of common stock from stock plans 7 — 157 — — 157

Tax withholding related to vesting of restricted stock units ( 2 ) — ( 764 ) — — ( 764 )

Shares repurchased ( 8 ) — ( 14 ) — ( 3,705 ) ( 3,719 )

Cash dividends declared and paid ($ 0.04 per common share)

— — — — ( 99 ) ( 99 )

Stock-based compensation — — 983 — — 983

Balances, October 29, 2023 2,466 $ 2 $ 12,991 $ ( 88 ) $ 20,360 $ 33,265

Balances, July 31, 2022 2,489 $ 2 $ 10,968 $ ( 90 ) $ 12,971 $ 23,851

Net income — — — — 680 680

Other comprehensive loss — — — ( 33 ) — ( 33 )

Issuance of common stock from stock plans 9 — 143 — — 143

Tax withholding related to vesting of restricted stock units ( 2 ) — ( 294 ) — — ( 294 )

Shares repurchased ( 28 ) — ( 1 ) — ( 3,646 ) ( 3,647 )

Cash dividends declared and paid ($ 0.04 per common share)

— — — — ( 100 ) ( 100 )

Stock-based compensation — — 749 — — 749

Balances, October 30, 2022 2,468 $ 2 $ 11,565 $ ( 123 ) $ 9,905 $ 21,349

See accompanying Notes to Condensed Consolidated Financial Statements.

NVIDIA CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

FOR THE NINE MONTHS ENDED OCTOBER 29, 2023 AND OCTOBER 30, 2022

Outstanding Additional Paid-in Capital Accumulated Other Comprehensive Loss Retained Earnings Total Shareholders' Equity

(In millions, except per share data) Shares Amount

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

For the Three Months Ended April 28, 2024 and April 30, 2023

Outstanding Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Retained Earnings Total Shareholders' Equity

Shares Amount

(In millions, except per share data)

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

Net income — — — — 14,881 14,881

6 unchanged sentences

Stock-based compensation — — 1,019 — — 1,019

Balances, October 29, 2023 2,466 $ 2 $ 12,991 $ ( 88 ) $ 20,360 $ 33,265

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

Balances, Apr 28, 2024 2,459 $ 2 $ 12,651 $ ( 109 ) $ 36,598 $ 49,142

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

Net income — — — — 2,043 2,043

2 unchanged sentences

Tax withholding related to vesting of restricted stock units ( 2 ) — ( 507 ) — — ( 507 )

Shares repurchased ( 56 ) ( 1 ) ( 3 ) — ( 8,984 ) ( 8,988 )

Cash dividends declared and paid ($ 0.04 per common share)

1 unchanged sentence

Stock-based compensation — — 743 — — 743

Balances, October 30, 2022 2,468 $ 2 $ 11,565 $ ( 123 ) $ 9,905 $ 21,349

Balances, Apr 30, 2023 2,473 $ 2 $ 12,453 $ ( 50 ) $ 12,115 $ 24,520

See accompanying Notes to Condensed Consolidated Financial Statements.

2 unchanged sentences

(In millions)

Nine Months Ended

October 29, October 30,

Three Months Ended

Apr 28, 2024 Apr 30, 2023

Cash flows from operating activities:

3 unchanged sentences

Depreciation and amortization 410 384

Losses on investments in non-affiliates 24 35

Realized and unrealized (gains) losses on investments in non-affiliated entities, net ( 69 ) 14

Deferred income taxes ( 1,577 ) ( 1,135 )

Acquisition termination cost

Other ( 145 ) ( 34 )

13 unchanged sentences

Acquisitions, net of cash acquired ( 39 ) ( 83 )

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

Net cash provided by (used in) investing activities ( 4,457 ) 7,378

Investments in non-affiliated entities ( 135 ) ( 221 )

Net cash used in investing activities ( 5,693 ) ( 841 )

Cash flows from financing activities:

1 unchanged sentence

Payments related to repurchases of common stock ( 7,740 ) —

Repayment of debt ( 1,250 ) —

Payments related to tax on restricted stock units ( 1,752 ) ( 507 )

1 unchanged sentence

Principal payments on property and equipment and intangible assets ( 40 ) ( 20 )

Other ( 1 ) 1

Net cash used in financing activities ( 9,345 ) ( 380 )

Change in cash, cash equivalents, and restricted cash 2,130 810

Cash, cash equivalents, and restricted cash at beginning of period 3,389 1,990

Cash, cash equivalents, and restricted cash at end of period $ 5,519 $ 2,800

Supplemental disclosure of cash flow information:

Cash paid for income taxes, net $ 4,676 $ 1,372

Change in cash and cash equivalents 307 1,690

Cash and cash equivalents at beginning of period 7,280 3,389

Cash and cash equivalents at end of period $ 7,587 $ 5,079

See accompanying Notes to Condensed Consolidated Financial Statements.

13 unchanged sentences

Fiscal years 2025 and 2024 are both 52-week years.

The third quarters of fiscal years 2024 and 2023 were both 13-week quarters.

Reclassifications

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

The first quarters of fiscal years 2025 and 2024 were both 13-week quarters.

Principles of Consolidation

5 unchanged sentences

Actual results could differ materially from our estimates.

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

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, property, plant, and equipment, and other contingencies.

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

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

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

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

Based on the carrying amounts of a majority of our server, storage, network, and assembly and test equipment, net, in use as of the end of fiscal year 2023, the estimated effect of this change for the three months ended October 29, 2023 was a benefit of $ 17 million and $ 24 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $ 41 million and net income of $ 36 million after tax, or $ 0.01 per both basic and diluted share.

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

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 starting with 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 updated income tax disclosures, including disaggregation of rate reconciliation and income taxes paid.

The standard is 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 reporting starting with fiscal year 2026.

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

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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

Note 2 - Business Combination

Termination of the Arm Share Purchase Agreement

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

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

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

Note 2 - Leases

Our lease obligations primarily consist of operating leases for our headquarters complex, domestic and international office facilities, and data center space, with lease periods expiring between fiscal years 2025 and 2035.

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

Future minimum lease payments under our non-cancelable operating leases as of April 28, 2024 were as follows:

Operating Lease Obligations

(In millions)

2024 (excluding first nine months of fiscal year 2024)

2025 (excluding first quarter of fiscal year 2025)

2030 and thereafter

3 unchanged sentences

Long-term operating lease liabilities $ 1,281

In addition, we have operating leases, primarily for our data centers, that are expected to commence between the fourth quarter of fiscal year 2024 and fiscal year 2025 with lease terms of 3 to 10 years for $ 924 million.

Operating lease expenses were $ 69 million and $ 49 million for the third quarter of fiscal years 2024 and 2023, respectively, and $ 195 million and $ 139 million for the first nine months of fiscal years 2024 and 2023, respectively.

Short-term and variable lease expenses for the third quarter and first nine months of fiscal years 2024 and 2023 were not significant.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In addition, we have operating leases, primarily for our data centers, that are expected to commence during fiscal year 2025 with lease terms of 2 to 11 years for $ 923 million.

Operating lease expenses were $ 80 million and $ 59 million for the first quarter of fiscal years 2025 and 2024, respectively.

Short-term and variable lease expenses for the first quarter of fiscal years 2025 and 2024 were not significant.

Other information related to leases was as follows:

Nine Months Ended

October 29, 2023 October 30, 2022

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions)

2 unchanged sentences

Operating lease assets obtained in exchange for lease obligations 250 106

As of October 29, 2023, our operating leases had a weighted average remaining lease term of 6.3 years and a weighted average discount rate of 3.64 %.

As of April 28, 2024, our operating leases had a weighted average remaining lease term of 6.3 years and a weighted average discount rate of 3.89 %.

As of January 28, 2024, our operating leases had a weighted average remaining lease term of 6.1 years and a weighted average discount rate of 3.76 %.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Note 3 - Stock-Based Compensation

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

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

Three Months Ended Nine Months Ended

2023 October 30,

2022 October 29,

2023 October 30,

Our Condensed Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized into inventory and subsequently recognized to cost of revenue, as follows:

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions)

8 unchanged sentences

(In millions, except per share data)

Balances, January 29, 2023 45 $ 158.45

Balances, Jan 28, 2024 37 $ 245.94

Granted 7 $ 801.79

Vested ( 6 ) $ 176.59

Canceled and forfeited ( 1 ) $ 201.49

Balances, October 29, 2023 41 $ 230.11

As of October 29, 2023, there was $ 9.03 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 11 months for ESPP.

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Balances, Apr 28, 2024 38 $ 361.45

As of April 28, 2024, there was $ 13.2 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 0.8 years for ESPP.

Note 4 - Net Income Per Share

The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented:

Three Months Ended Nine Months Ended

October 29, October 30, October 29, October 30,

2023 2022 2023 2022

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions, except per share data)

9 unchanged sentences

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

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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.

1 unchanged sentence

Note 5 - Income Taxes

Income tax was an expense of $ 1.28 billion and $ 2.24 billion for the third quarter and first nine months of fiscal year 2024, respectively, and a benefit of $ 67 million and $ 61 million for the third quarter and first nine months of fiscal year 2023, respectively.

Income tax as a percentage of income before income tax was an expense of 12.2 % and 11.3 % for the third quarter and first nine months of fiscal year 2024, respectively, and a benefit of 10.9 % and 2.1 % for the third quarter and first nine months of fiscal year 2023, respectively.

During the third quarter of fiscal year 2024, the Internal Revenue Service, or IRS, audit of our federal income tax returns for fiscal years 2018 and 2019 was resolved.

We recognized a non-cash net benefit of $ 145 million, related to this IRS audit resolution, for effectively settled positions.

This benefit consists of a reduction in unrecognized tax benefits of $ 236 million and related accrued interest of $ 17 million, net of federal benefit partially offset by additional cash tax payments and reductions in tax attribute carryforwards of $ 108 million.

The effective tax rate increased due to a decreased impact of tax benefits from the foreign-derived intangible income deduction, stock-based compensation, and the U.S.

federal research tax credit, relative to the increase in income before income tax.

The increase in the effective tax rate was partially offset by a benefit due to the IRS audit resolution.

Our effective tax rates for the first nine months of fiscal years 2024 and 2023 were lower than the U.S.

federal statutory rate of 21% due to tax benefits from the foreign-derived intangible income deduction, stock-based compensation and the U.S.

Income tax expense was $ 2.4 billion and $ 166 million for the first quarter of fiscal years 2025 and 2024, respectively.

Income tax expense as a percentage of income before income tax was 13.9 % and 7.5 % for the first quarter of fiscal years 2025 and 2024, respectively.

The effective tax rate increased primarily due to a decreased effect of tax benefits from the foreign-derived intangible income deduction and stock-based compensation relative to the increase in income before income tax.

Our effective tax rates for the first quarter of fiscal years 2025 and 2024 were lower than the U.S.

federal statutory rate of 21% due to tax benefits from stock-based compensation, the foreign-derived intangible income deduction, income earned in jurisdictions that are subject to taxes lower than the U.S.

federal statutory tax rate, and the U.S.

federal research tax credit.

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other than the IRS audit resolution, for the first nine months of fiscal year 2024, there were no material changes to our tax years that remain subject to examination by major tax jurisdictions.

Additionally, there have been no other material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 29, 2023.

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position.

Accordingly, our provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved with the respective tax authorities.

As of October 29, 2023, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next 12 months.

As of April 28, 2024, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next 12 months.

Note 6 - Cash Equivalents and Marketable Securities

Our cash equivalents and marketable securities related to debt securities are classified as “available-for-sale” debt securities.

Our cash equivalents and marketable securities related to publicly held debt securities are classified as “available-for-sale” debt securities.

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

October 29, 2023

Cost Unrealized

13 unchanged sentences

Total $ 31,211 $ 3 $ ( 112 ) $ 31,102 $ 7,251 $ 23,851

January 29, 2023

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Cost Unrealized

7 unchanged sentences

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

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

Debt securities issued by U.S.

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

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

Certificates of deposit 510 — — 510 294 216

1 unchanged sentence

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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:

October 29, 2023

Less than 12 Months 12 Months or Greater Total

1 unchanged sentence

(In millions)

Corporate debt securities $ 2,773 $ ( 16 ) $ 852 $ ( 4 ) $ 3,625 $ ( 20 )

Debt securities issued by the U.S.

Treasury $ 9,720 $ ( 60 ) $ 756 $ ( 2 ) $ 10,476 $ ( 62 )

Corporate debt securities 6,943 ( 42 ) 188 ( 1 ) 7,131 ( 43 )

Debt securities issued by U.S.

1 unchanged sentence

Total $ 19,054 $ ( 109 ) $ 944 $ ( 3 ) $ 19,998 $ ( 112 )

January 29, 2023

Less than 12 Months 12 Months or Greater Total

9 unchanged sentences

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

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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

October 29, 2023 January 29, 2023

Apr 28, 2024 Jan 28, 2024

Amortized Cost Estimated Fair Value Amortized Cost Estimated Fair Value

3 unchanged sentences

Total $ 31,211 $ 31,102 $ 25,684 $ 25,724

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Note 8 – Fair Value of Financial Assets and Liabilities

Note 7 - 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 October 29, 2023 January 29, 2023

Pricing Category Fair Value at

Apr 28, 2024 Jan 28, 2024

(In millions)

10 unchanged sentences

Publicly-held equity securities Level 1 $ 287 $ 225

Privately-held equity securities Level 3 $ 1,019 $ 288

Liabilities (1)

15 unchanged sentences

Level 2 $ 368 $ 403

3.70 % Notes Due 2060

Level 2 $ 342 $ 410

(1) These liabilities are carried on our Condensed 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 in long-term other assets on our Condensed Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income and expense, net on our Condensed Consolidated Statements of Income.

Marketable equity securities totaled $ 287 million and $ 225 million as of April 28, 2024 and January 28, 2024, respectively.

The net unrealized and realized gains and losses of investments in marketable securities were not significant for the first quarter of fiscal years 2025 and 2024.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Our non-marketable equity securities are recorded in long-term other assets on our Condensed Consolidated Balance Sheets and valued under the measurement alternative.

The carrying value of our non-marketable equity securities totaled $ 1.5 billion and $ 1.3 billion as of April 28, 2024 and January 28, 2024, respectively.

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

Adjustments to the carrying value of our non-marketable equity securities during the first quarter of fiscal years 2025 and 2024 were as follows:

Apr 28, 2024 Apr 30, 2023

(In millions)

Balance at beginning of period $ 1,321 $ 288

Adjustments related to non-marketable equity securities:

Net additions 127 221

Unrealized gains 15 —

Impairments and unrealized losses — ( 13 )

Balance at end of period $ 1,463 $ 496

The following table summarizes the cumulative gross unrealized gains, losses and impairments related to non-marketable equity securities:

(In millions)

Cumulative gross unrealized gains $ 285

Cumulative gross impairments and unrealized losses ( 45 )

Note 8 - Amortizable Intangible Assets and Goodwill

The components of our amortizable intangible assets are as follows:

October 29, 2023 January 29, 2023

Apr 28, 2024 Jan 28, 2024

Amount Accumulated

6 unchanged sentences

Total intangible assets $ 3,090 $ ( 2,104 ) $ 986 $ 3,091 $ ( 1,979 ) $ 1,112

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

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

Amortization expense associated with intangible assets was $ 143 million and $ 181 million for the first quarter of fiscal year 2025 and 2024, respectively.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

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

Future Amortization Expense

(In millions)

2024 (excluding first nine months of fiscal year 2024)

2025 (excluding first quarter of fiscal year 2025)

2030 and thereafter 100

Total $ 1,251

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

In the first quarter of fiscal year 2025, goodwill increased by $ 23 million from business combinations, and was assigned to our Compute & Networking segment.

Note 9 - Balance Sheet Components

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

Two customers accounted for 16 % and 15 % of our accounts receivable balance as of April 28, 2024.

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

Certain balance sheet components are as follows:

October 29, January 29,

Apr 28, 2024 Jan 28, 2024

Inventories (1):

4 unchanged sentences

Total inventories $ 5,864 $ 5,282

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(1) During the third quarter of fiscal years 2024 and 2023, we recorded an inventory provision of approximately $ 208 million and $ 354 million, respectively, in cost of revenue.

October 29, January 29,

(1) During the first quarter of fiscal years 2025 and 2024, we recorded an inventory provision of $ 210 million and $ 105 million, respectively, in cost of revenue.

Apr 28, 2024 Jan 28, 2024

Other Assets:

3 unchanged sentences

Prepaid royalties 358 364

Prepaid cloud services 60 23

Other 228 132

Total other assets $ 4,568 $ 4,500

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

October 29, January 29,

(1) As of April 28, 2024 and January 28, 2024, there were an additional $ 3.3 billion and $ 2.5 billion of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Apr 28, 2024 Jan 28, 2024

Accrued and Other Current Liabilities:

(In millions)

Taxes payable (1) $ 3,881 $ 296

Customer program accruals 2,744 2,081

Excess inventory purchase obligations (2) 1,684 1,655

Accrued payroll and related expenses 516 530

Deferred revenue (3) 845 764

Taxes payable 420 467

Product warranty and return provisions 643 415

Accrued payroll and related expenses 639 675

Unsettled share repurchases 262 187

Operating leases 246 228

Licenses and royalties 164 182

Unsettled share repurchases 117 —

Other 150 199

Total accrued and other current liabilities $ 11,258 $ 6,682

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

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

October 29, January 29,

(1) We did not make any estimated federal or state tax payments in the first quarter and expect our cash taxes to substantially increase in the second quarter as we will make two federal and state estimated tax payments.

(2) During the first quarter of fiscal years 2025 and 2024, we recorded an expense of approximately $ 183 million and $ 29 million, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges, and penalties related to cancellations and underutilization.

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

$ 274 million and $ 233 million of the balance in the first quarter of fiscal year 2025 and in fiscal year 2024, respectively, were related to customer advances.

Apr 28, 2024 Jan 28, 2024

Other Long-Term Liabilities:

6 unchanged sentences

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

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Deferred Revenue

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

October 29, October 30,

The following table shows the changes in short and long term deferred revenue during the first quarter of fiscal years 2025 and 2024:

Apr 28, 2024 Apr 30, 2023

(In millions)

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Balance at end of period $ 1,549 $ 597

Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 896 million as of October 29, 2023.

We recognized $ 188 million in revenue in the first quarter of fiscal year 2025 from deferred revenue as of January 28, 2024.

Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $ 1.3 billion as of April 28, 2024.

We expect to recognize approximately 38 % 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.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Note 10 - Derivative Financial Instruments

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Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur.

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

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:

2023 January 29,

We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities.

The change in fair value of these non-designated 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 contracts outstanding:

Apr 28, 2024 Jan 28, 2024

(In millions)

1 unchanged sentence

Non-designated hedges $ 704 $ 597

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

As of October 29, 2023, all designated foreign currency forward contracts mature within 18 months.

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

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

The expected realized gains and losses deferred to accumulated other comprehensive income or loss related to foreign currency contracts was not significant.

During the first quarter of fiscal years 2025 and 2024, the impact of derivative financial instruments designated for hedge accounting treatment in other comprehensive income or loss was not significant and the instruments were determined to be highly effective.

Note 11 - Debt

Long-Term Debt

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

Carrying Value at

Remaining Term (years) Effective

Interest Rate October 29, 2023 January 29, 2023

Interest Rate Carrying Value at

Apr 28, 2024 Jan 28, 2024

(In millions)

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36.0 3.73 % 500 500

3.70 % Notes Due 2060

36.4 3.73 % 500 500

Unamortized debt discount and issuance costs ( 40 ) ( 41 )

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Total long-term portion $ 8,460 $ 8,459

All our notes are unsecured senior obligations.

All existing and future liabilities of our subsidiaries will be effectively senior to the notes.

Our notes are unsecured senior obligations.

Existing and future liabilities of our subsidiaries will be effectively senior to the notes.

Our notes pay interest semi-annually.

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

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

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

We may redeem each of our notes prior to maturity, as defined in the applicable form of note.

The maturity of the notes are calendar year.

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

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Commercial Paper

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

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

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

Note 12 - Commitments and Contingencies

Purchase Obligations

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

As of October 29, 2023, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $ 17.11 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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

cancellation.

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

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

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

As of April 28, 2024, we had outstanding inventory purchases and long-term supply and capacity obligations totaling $ 18.8 billion.

We enter into agreements with contract manufacturers that allow them to procure inventory based upon our defined criteria, and in certain instances, these agreements are cancellable, able to be rescheduled, and adjustable for our business needs prior to placing firm orders.

These changes may result in costs incurred through the date of cancellation.

Other non-inventory purchase obligations were $ 10.6 billion, including $ 8.8 billion of multi-year cloud service agreements.

We expect our cloud service agreements to be used to support our research and development efforts and our DGX Cloud offerings.

Total future purchase commitments as of April 28, 2024 are as follows:

(In millions)

2024 (excluding first nine months of fiscal year 2024)

2025 (excluding first quarter of fiscal year 2025)

2030 and thereafter

Total $ 29,373

In addition to the purchase commitments included in the table above, at the end of the first quarter of fiscal year 2025, we had commitments of approximately $ 1.2 billion to complete business combinations, subject to closing conditions, and acquire land and buildings.

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $ 142 million and $ 82 million as of October 29, 2023 and January 29, 2023, respectively.

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

Three Months Ended Nine Months Ended

October 29, 2023 October 30, 2022 October 29, 2023 October 30, 2022

The estimated amount of product warranty liabilities was $ 532 million and $ 306 million as of April 28, 2024 and January 28, 2024, respectively.

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

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions)

Balance at beginning of period $ 306 $ 82

$ 115 $ 168 $ 82 $ 46

( 23 ) ( 67 ) ( 45 ) ( 83 )

Additions 234 13

Utilization ( 8 ) ( 18 )

Balance at end of period $ 532 $ 77

$ 142 $ 104 $ 142 $ 104

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

2 unchanged sentences

We have not recorded any liability in our Condensed Consolidated Financial Statements for such indemnifications.

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Securities Class Action and Derivative Lawsuits

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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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

in the United States Court of Appeals for the Ninth Circuit, case number 21-15604.

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

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

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

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

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

NVIDIA filed a petition for a writ of certiorari on March 4, 2024.

Four amicus briefs in support of NVIDIA’s petition were filed on April 5, 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 will meet and confer regarding the next steps in this derivative matter.

The stay remains in place.

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 will meet and confer regarding the next steps in these derivative matters.

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

5 unchanged sentences

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

As of October 29, 2023, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable.

Further, except as specifically described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time.

As of April 28, 2024, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable.

Further, except as described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time.

We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

Note 14 - Shareholders’ Equity

Capital Return Program

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

During the third quarter and first nine months of fiscal year 2023, we repurchased 28 million and 56 million shares of our common stock for

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

$ 3.65 billion and $ 8.99 billion, respectively.

In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $ 25.00 billion, without expiration.

As of October 29, 2023, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $ 25.24 billion.

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

Note 13 - Shareholders’ Equity

Capital Return Program

During the first quarter of fiscal year 2025, we repurchased 9.9 million shares of our common stock for $ 8.0 billion.

We did not repurchase any shares during the first quarter of fiscal year 2024.

As of April 28, 2024, we were authorized, subject to certain specifications, to repurchase up to $ 14.5 billion additional shares of our common stock.

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 the third quarter and first nine months of fiscal year 2024, we paid $ 99 million and $ 296 million in cash dividends to our shareholders, respectively.

During the third quarter and first nine months of fiscal year 2023, we paid $ 100 million and $ 300 million in cash dividends to our shareholders, respectively.

From April 29, 2024 through May 24, 2024, we repurchased 2.3 million shares for $ 2.1 billion pursuant to a Rule 10b5-1 trading plan.

During the first quarter of fiscal years 2025 and 2024, we paid $ 98 million and $ 99 million in cash dividends to our shareholders, respectively.

Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

Note 14 - Segment Information

Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance.

Our Chief Executive Officer is our chief operating decision maker, or CODM, and reviews financial information presented on an operating segment basis for purposes of making decisions and assessing financial performance.

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

9 unchanged sentences

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.

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

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

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

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

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

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

Depreciation and amortization expenses directly attributable to each reportable segment are included in operating results for each segment.

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

There is no intersegment revenue.

The accounting policies for segment reporting are the same as for our consolidated financial statements.

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

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Compute & Networking Graphics All Other Consolidated

(In millions)

Three Months Ended October 29, 2023

Revenue $ 14,645 $ 3,475 $ — $ 18,120

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

Three Months Ended October 30, 2022

Revenue $ 3,816 $ 2,115 $ — $ 5,931

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

Nine Months Ended October 29, 2023

Three Months Ended Apr 28, 2024

Revenue $ 22,675 $ 3,369 $ — $ 26,044

Operating income (loss) $ 17,047 $ 1,241 $ ( 1,379 ) $ 16,909

Nine Months Ended October 30, 2022

Three Months Ended Apr 30, 2023

Revenue $ 4,460 $ 2,732 $ — $ 7,192

Operating income (loss) $ 2,160 $ 1,046 $ ( 1,066 ) $ 2,140

Three Months Ended Nine Months Ended

2023 October 30,

2022 October 29,

2023 October 30,

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions)

3 unchanged sentences

Acquisition-related and other costs ( 140 ) ( 173 )

IP-related costs ( 26 ) — ( 36 ) —

Acquisition termination cost — — — ( 1,353 )

Other 1 ( 4 )

Total $ ( 1,379 ) $ ( 1,066 )

NVIDIA CORPORATION AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Revenue by Geographic areas were as follows:

Three Months Ended Nine Months Ended

October 29, October 30, October 29, October 30,

2023 2022 2023 2022

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

End customer and shipping location may be different from our customer’s billing location.

For example, most of the shipments associated with Singapore revenue went to either the United States or Taiwan in the first quarter of fiscal year 2025.

Shipments to Singapore were insignificant.

Revenue by geographic areas was as follows:

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions)

1 unchanged sentence

Taiwan 4,373 1,796

China (including Hong Kong) 4,030 1,148 8,360 4,831

Singapore 4,037 762

China (including Hong Kong) 2,491 1,590

Other countries 1,647 659

Total revenue $ 26,044 $ 7,192

Revenue from sales to customers outside of the United States accounted for 65 % and 62 % of total revenue for the third quarter and first nine months of fiscal year 2024, respectively, and 64 % and 71 % of total revenue for the third quarter and first nine months of fiscal year 2023, respectively.

The increase in revenue to the United States for the third quarter and first nine months of fiscal year 2024 was primarily due to higher U.S.-based Data Center end demand.

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

In the first nine months of fiscal year 2023, there were no customers with 10% or more of total revenue.

In the third quarter of fiscal year 2023, one customer represented 10 % of total revenue, primarily attributable to the Compute & Networking segment.

The increase in revenue to the United States for the first quarter of fiscal year 2025 was primarily due to higher U.S.-based Compute & Networking segment demand.

Sales to one direct customer, Customer A, represented 13 % of total revenue and sales to a second direct customer, Customer B, represented 11 % of total revenue for the first quarter of fiscal year 2025, both of which were attributable to the Compute & Networking segment.

No customer represented 10% or more of total revenue for the first quarter of fiscal year 2024.

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

Three Months Ended Nine Months Ended

October 29, October 30, October 29, October 30,

2023 2022 2023 2022

Three Months Ended

Apr 28, 2024 Apr 30, 2023

(In millions)

Data Center $ 22,563 $ 4,284

Compute 19,392 3,357

Networking 3,171 927

Gaming 2,647 2,240

3 unchanged sentences

Total revenue $ 26,044 $ 7,192

NVIDIA Corporation and Subsidiaries

Notes to Condensed Consolidated Financial Statements (Continued)

Note 15 - Subsequent Events

On May 22, 2024, we announced a ten -for-one forward stock split, or the Stock Split, of our issued common stock to be effected through the filing of an amendment to our Restated Certificate of Incorporation, or the Amendment, with the Secretary of the State of Delaware.

The Amendment will result in a proportionate increase in the number of shares of authorized common stock.

As a result of the Stock Split, each record holder of common stock as of the close of market on June 6, 2024 will receive nine additional shares of common stock, to be distributed after the close of market on June 7, 2024.

The following table reflects basic and diluted weighted average shares and net income per share on an unaudited pro forma basis giving effect to the Stock Split as if it had been effective for all periods presented:

Pro Forma (Unaudited)

Three Months Ended

(In millions, except per share data)

$ 14,881 $ 2,043 $ 29,760 $ 4,368 $ 9,752

Basic weighted average shares

24,620 24,700 24,690 24,870 24,960

Dilutive impact of outstanding equity awards

270 200 250 200 390

Diluted weighted average shares

24,890 24,900 24,940 25,070 25,350

Net income per share:

$ 0.60 $ 0.08 $ 1.21 $ 0.18 $ 0.39

$ 0.60 $ 0.08 $ 1.19 $ 0.17 $ 0.38

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

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

On May 22, 2024, we also announced an increase in our quarterly cash dividend by 150 % from $ 0.04 per share to $ 0.10 per share of common stock.

The increased dividend is equivalent to $ 0.01 per share on a post-Stock Split basis and will be paid on June 28, 2024, to all shareholders of record on June 11, 2024.

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-Q

Item 1. Financial Statements