## UNITED STATES

## SECURITIES AND EXCHANGE COMMISSION

## Washington, D.C. 20549

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

![Image](nvidia_10k_2024_artifacts/image_000000_6dbaed1f2b0b299b58c4c61a681b66457beee65e8aafcc76162c901f92501ee4.png)

## FORM 10-K

- ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended January 28, 2024

OR

- ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 0-23985

## NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)

94-3177549 (I.R.S. Employer Identification No.)

2788 San Tomas Expressway, Santa Clara, California (Address of principal executive offices)

95051

(Zip Code)

Registrant's telephone number, including area code: (408) 486-2000 Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s) NVDA

Title of each class

Name of each exchange on which registered The Nasdaq Global Select Market

Common Stock, $0.001 par value per share

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes

☐

No

☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of 'large accelerated filer," 'accelerated filer," 'smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐ Non-accelerated filer

☐ Smaller reporting company

☐ Emerging growth company ☐

- If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes ☐ No ☒

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 28, 2023 was approximately $1.1 trillion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July 28, 2023). This calculation excludes 105 million shares held by directors and executive officers of the registrant. This calculation does not exclude shares held by such organizations whose ownership exceeds 5% of the registrant's outstanding common stock that have represented to the registrant that they are registered investment advisers or investment companies registered under section 8 of the Investment Company Act of 1940.

The number of shares of common stock outstanding as of February 16, 2024 was 2.5 billion.

## DOCUMENTS INCORPORATED BY REFERENCE

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

## Table of Contents

## NVIDIA Corporation

Table of Contents

|            |                                                                                | Page   |
|------------|--------------------------------------------------------------------------------------------------------------|--------|
|            | Part I                                                                                |        |
| Item 1.    | Business                                                                                | 4      |
| Item 1A.   | Risk Factors                                                                                | 13     |
| Item 1B.   | Unresolved Staff Comments                                                                                | 31     |
| Item 1C    | Cybersecurity                                                                                | 31     |
| Item 2.    | Properties                                                                                | 32     |
| Item 3.    | Legal Proceedings                                                                                | 32     |
| Item 4.    | Mine Safety Disclosures                                                                                | 32     |
|            | Part II                                                                                |        |
| Item 5.    | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 32     |
| Item 6.    | [Reserved]                                                                                | 33     |
| Item 7.    | Management's Discussion and Analysis of Financial Condition and Results of Operations                        | 34     |
| Item 7A.   | Quantitative and Qualitative Disclosures About Market Risk                                                   | 43     |
| Item 8.    | Financial Statements and Supplementary Data                                                                  | 44     |
| Item 9.    | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 44     |
| Item 9A.   | Controls and Procedures                                                                                | 44     |
| Item 9B.   | Other Information                                                                                | 45     |
| Item 9C.   | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections                                          | 45     |
|            | Part III                                                                                |        |
| Item 10.   | Directors, Executive Officers and Corporate Governance                                                       | 45     |
| Item 11.   | Executive Compensation                                                                                | 46     |
| Item 12.   | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 46     |
| Item 13.   | Certain Relationships and Related Transactions, and Director Independence                                    | 46     |
| Item 14.   | Principal Accountant Fees and Services                                                                       | 46     |
|            | Part IV                                                                                |        |
| Item 15.   | Exhibit and Financial Statement Schedules                                                                    | 47     |
| Item 16.   | Form 10-K Summary                                                                                | 83     |
| Signatures |                                                                                | 84     |

## Table of Contents

## Where You Can Find More Information

Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters and for complying with our disclosure obligations under Regulation FD:

NVIDIA X Account (https://twitter.com/nvidia)

NVIDIA Corporate Blog (http://blogs.nvidia.com)

NVIDIA Facebook Page (https://www.facebook.com/nvidia)

NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)

NVIDIA Instagram Page (https://www.instagram.com/nvidia)

In addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).

The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and the blog, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this Annual Report on Form 10-K. These channels may be updated from time to time on NVIDIA's investor relations website.

## Forward-Looking Statements

This Annual Report on Form 10-K contains forward-looking statements which are based on our management's beliefs and assumptions and on information currently  available  to  our  management. In some cases, you can identify forward-looking statements by terms such as 'may,' 'will,' 'should,' 'could,' 'goal,' 'would,'  'expect,'  'plan,'  'anticipate,'  'believe,'  'estimate,'  'project,'  'predict,'  'potential,'  and  similar  expressions  intended  to  identify  forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or  achievements  to  be  materially  different  from  any  future  results,  performance,  time  frames  or  achievements  expressed  or  implied  by  the  forward-looking statements. We discuss many of these risks, uncertainties, and other factors in this Annual Report on Form 10-K in greater detail under the heading 'Risk Factors.' Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forwardlooking statements represent our estimates and assumptions only as of the date of this filing. You should read this Annual Report on Form 10-K completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.

All references to 'NVIDIA,' 'we,' 'us,' 'our,' or the 'Company' mean NVIDIA Corporation and its subsidiaries.

In  addition,  statements  that  'we  believe'  and  similar  statements  reflect  our  beliefs  and  opinions  on  the  relevant  subject.  These  statements  are  based  upon information available to us as of the filing date of this Annual Report on Form 10-K, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

© 2024 NVIDIA Corporation. All rights reserved.

## Table of Contents

## Part I

## Item 1. Business

## Our Company

NVIDIA  pioneered  accelerated  computing  to  help  solve  the  most  challenging  computational  problems.  NVIDIA  is  now  a  full-stack  computing  infrastructure company with data-center-scale offerings that are reshaping industry.

Our full-stack includes the foundational CUDA programming model that runs on all NVIDIA GPUs, as well as hundreds of domain-specific software libraries, software development kits, or SDKs, and Application Programming Interfaces, or APIs. This deep and broad software stack accelerates the performance and eases  the  deployment  of  NVIDIA  accelerated  computing  for  computationally  intensive  workloads  such  as  artificial  intelligence,  or  AI,  model  training  and inference, data analytics, scientific computing, and 3D graphics, with vertical-specific optimizations to address industries ranging from healthcare and telecom to automotive and manufacturing.

Our  data-center-scale  offerings  are  comprised  of  compute  and  networking  solutions  that  can  scale  to  tens  of  thousands  of  GPU-accelerated  servers interconnected to function as a single giant computer; this type of data center architecture and scale is needed for the development and deployment of modern AI applications.

The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it also simulates human intelligence, enabling a deeper understanding of the physical world. Its parallel processing capabilities, supported by thousands of computing cores, are essential for deep learning algorithms. This form of AI, in which software writes itself by learning from large amounts of data, can serve as the brain of computers, robots and selfdriving cars that can perceive and understand the world. GPU-powered AI solutions are being developed by thousands of enterprises to deliver services and products that would have been immensely difficult or even impossible with traditional coding. Examples include generative AI, which can create new content such  as  text,  code,  images,  audio,  video,  and  molecule  structures,  and  recommendation  systems,  which  can  recommend  highly  relevant  content  such  as products, services, media or ads using deep neural networks trained on vast datasets that capture the user preferences.

NVIDIA has a platform strategy, bringing together hardware, systems, software, algorithms, libraries, and services to create unique value for the markets we serve. While the computing requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs and networking  and  software  stacks.  The  programmable  nature  of  our  architecture  allows  us  to  support  several  multi-billion-dollar  end  markets  with  the  same underlying technology by using a variety of software stacks developed either internally or by third-party developers and partners. The large and growing number of developers and installed base across our platforms strengthens our ecosystem and increases the value of our platform to our customers.

Innovation is at our core. We have invested over $45.3 billion in research and development since our inception, yielding inventions that are essential to modern computing. Our invention of the GPU in 1999 sparked the growth of the PC gaming market and redefined computer graphics. With our introduction of the CUDA programming model in 2006, we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications, paving the way for the  emergence  of  modern AI.  In  2012,  the AlexNet  neural  network,  trained  on  NVIDIA  GPUs,  won  the  ImageNet  computer  image  recognition  competition, marking the 'Big Bang' moment of AI. We introduced our first Tensor Core GPU in 2017, built from the ground-up for the new era of AI, and our first autonomous driving system-on-chips, or SoC, in 2018. Our acquisition of Mellanox in 2020 expanded our innovation canvas to include networking and led to the introduction of a new processor class - the data processing unit, or DPU. Over the past 5 years, we have built full software stacks that run on top of our GPUs and CUDA to bring AI to the world's largest industries, including NVIDIA DRIVE stack for autonomous driving, Clara for healthcare, and Omniverse for industrial digitalization; and introduced the NVIDIA AI Enterprise software - essentially an operating system for enterprise AI applications. In 2023, we introduced our first data center CPU, Grace, built for giant-scale AI and high-performance computing. With a strong engineering culture, we drive fast, yet harmonized, product and technology innovations in all dimensions of computing including silicon, systems, networking, software and algorithms. More than half of our engineers work on software.

The world's leading cloud service providers, or CSPs, and consumer internet companies use our data center-scale accelerated computing platforms to enable, accelerate or enrich the services they deliver to billions of end users, including AI solutions and assistants, search, recommendations, social networking, online shopping, live video, and translation.

Enterprises and startups across a broad range of industries use our accelerated computing platforms to build new generative AI-enabled products and services, or  to  dramatically  accelerate  and  reduce  the  costs  of  their  workloads  and  workflows. The  enterprise  software  industry  uses  them  for  new AI  assistants  and chatbots;  the  transportation  industry  for  autonomous  driving;  the  healthcare  industry  for  accelerated  and  computer-aided  drug  discovery;  and  the  financial services industry for customer support and fraud detection.

## Table of Contents

Researchers and developers use our computing solutions to accelerate a wide range of important applications, from simulating molecular dynamics to climate forecasting. With support for more than 3,500 applications, NVIDIA computing enables some of the most promising areas of discovery, from climate prediction to materials science and from wind tunnel simulation to genomics. Including GPUs and networking, NVIDIA powers over 75% of the supercomputers on the global TOP500 list, including 24 of the top 30 systems on the Green500 list.

Gamers choose NVIDIA GPUs to enjoy immersive, increasingly cinematic virtual worlds. In addition to serving the growing number of gamers, the market for PC GPUs is expanding because of the burgeoning population of live streamers, broadcasters, artists, and creators. With the advent of generative AI, we expect a broader set of PC users to choose NVIDIA GPUs for running generative AI applications locally on their PC, which is critical for privacy, latency, and cost-sensitive AI applications.

Professional artists, architects and designers use NVIDIA partner products accelerated with our GPUs and software platform for a range of creative and design use cases, such as creating visual effects in movies or designing buildings and products. In addition, generative AI is expanding the market for our workstationclass GPUs, as more enterprise customers develop and deploy AI applications with their data on-premises.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

## Our Businesses

We report our business results in two segments.

The Compute & Networking segment is comprised of our Data Center accelerated computing platforms and end-to-end networking platforms including Quantum for InfiniBand and Spectrum for Ethernet; our NVIDIA DRIVE automated-driving platform and automotive development agreements; Jetson robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud software and services.

The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure; Quadro/NVIDIA RTX  GPUs  for  enterprise  workstation  graphics;  virtual  GPU,  or  vGPU,  software  for  cloud-based  visual  and  virtual  computing;  automotive  platforms  for infotainment systems; and Omniverse Enterprise software for building and operating metaverse and 3D internet applications.

## Our Markets

We  specialize  in  markets  where  our  computing  platforms  can  provide  tremendous  acceleration  for  applications.  These  platforms  incorporate  processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive.

## Data Center

The  NVIDIA  Data  Center  platform  is  focused  on  accelerating  the  most  compute-intensive  workloads,  such  as  AI,  data  analytics,  graphics  and  scientific computing, delivering significantly better performance and power efficiency relative to conventional CPU-only approaches. It is deployed in cloud, hyperscale, on-premises and edge data centers. The platform consists of compute and networking offerings typically delivered to customers as systems, subsystems, or modules, along with software and services.

Our compute offerings include supercomputing platforms and servers, bringing together our energy efficient GPUs, DPUs, interconnects, and fully optimized AI and high-performance computing, or HPC, software stacks. In addition, they include NVIDIA AI Enterprise software; our DGX Cloud service; and a growing body of acceleration libraries, APIs, SDKs, and domain-specific application frameworks.

Our networking offerings include end-to-end platforms for InfiniBand and Ethernet, consisting of network adapters, cables, DPUs, and switch systems, as well as a  full  software  stack.  This  has  enabled  us  to  architect  data  center-scale  computing  platforms  that  can  interconnect  thousands  of  compute  nodes  with  highperformance networking. While historically the server was the unit of computing, as AI and HPC workloads have become extremely large spanning thousands of compute nodes, the data center has become the new unit of computing, with networking as an integral part.

Our end customers include the world's leading public cloud and consumer internet companies, thousands of enterprises and startups, and public sector entities. We work with  industry  leaders  to  help  build  or  transform  their  applications  and  data  center  infrastructure.  Our  direct  customers  include  original  equipment manufacturers,  or  OEMs,  original  device  manufacturers,  or  ODMs,  system  integrators  and  distributors  which  we  partner  with  to  help  bring  our  products  to market. We also have partnerships in automotive, healthcare, financial services, manufacturing, and retail among others, to accelerate the adoption of AI.

## Table of Contents

At the foundation of the NVIDIA accelerated computing platform are our GPUs, which excel at parallel workloads such as the training and inferencing of neural networks. They are available in the NVIDIA accelerated computing platform and in industry standard servers from every major cloud provider and server maker. Beyond  GPUs,  our  data  center  platform  expanded  to  include  DPUs  in  fiscal  year  2022  and  CPUs  in  fiscal  year  2024.  We  can  optimize  across  the  entire computing, networking and storage stack to deliver data center-scale computing solutions.

While  our  approach  starts  with  powerful  chips,  what  makes  it  a  full-stack  computing  platform  is  our  large  body  of  software,  including  the  CUDA  parallel programming model, the CUDA-X collection of acceleration libraries, APIs, SDKs, and domain-specific application frameworks.

In  addition  to  software  delivered  to  customers  as  an  integral  part  of  our  data  center  computing  platform,  we  offer  paid  licenses  to  NVIDIA AI  Enterprise,  a comprehensive suite of enterprise-grade AI software and NVIDIA vGPU software for graphics-rich virtual desktops and workstations.

In  fiscal  year  2024,  we  launched the NVIDIA DGX Cloud, an AI-training-as-a-service platform which includes cloud-based infrastructure and software for AI, customizable pretrained AI models, and access to NVIDIA experts. We have partnered with leading cloud service providers to host this service in their data centers.

## Gaming

Gaming is the largest entertainment industry, with PC gaming as the predominant platform. Many factors propel its growth, including new high production value games and franchises, the continued rise of competitive gaming, or eSports, social connectivity and the increasing popularity of game streamers, modders, or gamers who remaster games, and creators.

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

Our products for the gaming market include GeForce RTX and GeForce GTX GPUs for gaming desktop and laptop PCs, GeForce NOW cloud gaming for playing PC games on underpowered devices, as well as SoCs and development services for game consoles.

## Professional Visualization

We serve the Professional Visualization market by working closely with independent software vendors, or ISVs, to optimize their offerings for NVIDIA GPUs. Our GPU computing platform enhances productivity and introduces new capabilities for critical workflows in many fields, such as design and manufacturing and digital  content  creation.  Design  and  manufacturing  encompass  computer-aided  design,  architectural  design,  consumer-products  manufacturing,  medical instrumentation,  and  aerospace.  Digital  content  creation  includes  professional  video  editing  and  post-production,  special  effects  for  films,  and  broadcasttelevision graphics.

The NVIDIA RTX platform makes it possible to render film-quality, photorealistic objects and environments with physically accurate shadows, reflections and refractions using ray tracing in real-time. Many leading 3D design and content creation applications developed by our ecosystem partners now support RTX, allowing professionals to accelerate and transform their workflows with NVIDIA RTX GPUs and software.

We  offer  NVIDIA  Omniverse  as  a  development  platform  and  operating  system  for  building  virtual  world  simulation  applications,  available  as  a  software subscription for enterprise use and free for individual use. Industrial enterprises are adopting Omniverse's 3D and simulation technologies to digitalize their complex physical assets, processes, and environments - building digital twins of factories, real time 3D product configurators, testing and validating autonomous robots and vehicles, powered by NVIDIA accelerated computing infrastructure on-premises and in the cloud.

## Automotive

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

## Table of Contents

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

In  addition,  we  offer  a  scalable  data  center-based  simulation  solution,  NVIDIA  DRIVE  Sim,  based  on  NVIDIA  Omniverse  software,  for  digital  cockpit development,  as  well  as  for  testing  and  validating  a  self-driving  platform.  Our  unique  end-to-end,  software-defined  approach  is  designed  for  continuous innovation and continuous development, enabling cars to receive over-the-air updates to add new features and capabilities throughout the life of a vehicle.

## Business Strategies

NVIDIA's key strategies that shape our overall business approach include:

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

Extending our technology and platform leadership in AI. We provide a complete, end-to-end accelerated computing platform for AI, addressing both training and inferencing. This includes full-stack data center-scale compute and networking solutions across processing units, interconnects, systems, and software. Our compute solutions include all three major processing units in AI servers - GPUs, CPUs, and DPUs. GPUs are uniquely suited to AI, and we will continue to add AI-specific features to our GPU architecture to further extend our leadership position. In addition, we offer DGX Cloud, an AI-training-as-a-service platform, and NeMo - a complete solution for building enterprise-ready Large Language Models, or LLMs, using open source and proprietary LLMs created by NVIDIA and third parties. Our AI technology leadership is reinforced by our large and expanding ecosystem in a virtuous cycle. Our computing platforms are available from virtually every major server maker and CSP, as well as on our own AI supercomputers. There are over 4.7 million developers worldwide using CUDA and our other software tools to help deploy our technology in our target markets. We evangelize AI through partnerships with hundreds of universities and thousands of startups through our Inception program. Additionally, our Deep Learning Institute provides instruction on the latest techniques on how to design, train, and deploy neural networks in applications using our accelerated computing platform.

Extending  our  technology  and  platform  leadership  in  computer  graphics. We  believe  that  computer  graphics  infused  with  AI  is  fundamental  to  the continued  expansion  and  evolution  of  computing.  We  apply  our  research  and  development  resources  to  enhance  the  user  experience  for  consumer entertainment and professional visualization applications and create new virtual world and simulation capabilities. Our technologies are instrumental in driving the gaming, design, and creative industries forward, as developers leverage our libraries and algorithms to deliver an optimized experience on our GeForce and NVIDIA RTX platforms. Our computer graphics platforms leverage AI end-to-end, from the developer tools and cloud services to the Tensor Cores included in all RTX-class GPUs. For example, NVIDIA Avatar Cloud Engine, or ACE, is a suite of technologies that help developers bring digital avatars to life with generative AI, running in the cloud or locally on the PC. GeForce Experience enhances each gamer's experience by optimizing their PC's settings, as well as enabling the recording and sharing of gameplay. Our Studio drivers enhance and accelerate a number of popular creative applications. Omniverse is real-time 3D design collaboration and virtual world simulation software that empowers artists, designers, and creators to connect and collaborate in leading design applications. We also enable interactive graphics applications - such as games, movie and photo editing and design software - to be accessed by almost any device, almost anywhere, through our cloud platforms such as vGPU for enterprise and GeForce NOW for gaming.

Advancing the leading autonomous vehicle platform. We believe the advent of autonomous vehicles, or AV, and electric vehicles, or EV, is revolutionizing the transportation industry. The algorithms required for autonomous driving - such as perception, localization, and planning - are too complex for legacy handcoded approaches and will use multiple neural networks instead. In addition, EV makers are looking for next-generation centralized car computers that integrate a  wide  range  of  intelligent  functions  into  a  single  AI  compute  platform.  Therefore,  we  provide  an AI-based  hardware  and  software  solution,  designed  and implemented from the ground up based on automotive safety standards, for the AV and EV market under the DRIVE brand, which we are bringing to market through our partnerships with automotive OEMs,

## Table of Contents

tier-1 suppliers, and start-ups. Our AV solution also includes the GPU-based hardware required to train the neural networks before their in-vehicle deployment, as well as to re-simulate their operation prior to any over-the-air software updates. We believe our comprehensive, top-to-bottom and end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to autonomous driving.

Leveraging our intellectual property, or IP. We believe our IP is a valuable asset that can be accessed by our customers and partners through license and development agreements when they desire to build such capabilities directly into their own products or have us do so through a custom development. Such license and development arrangements can further enhance the reach of our technology.

## Sales and Marketing

Our worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platforms and software. Our sales and marketing teams, located across our global markets, work closely with end customers and various industry ecosystems through our partner network. Our partner network incorporates global, regional and specialized CSPs, OEMs, ODMs, system integrators, independent software vendors, or ISVs, add-in board manufacturers, or AIBs, distributors, automotive manufacturers and tier-1 automotive suppliers, and other ecosystem participants.

Members  of  our  sales  team  have  technical  expertise  and  product  and  industry  knowledge.  We  also  employ  a  team  of  application  engineers  and  solution architects  to  provide  pre-sales  assistance  to  our  partner  network  in  designing,  testing,  and  qualifying  system  designs  that  incorporate  our  platforms.  For example, our solution architects work with CSPs to provide pre-sales assistance to optimize their hardware and software infrastructure for generative AI and LLM training and deployment. They also work with foundation model and enterprise software developers to optimize the training and fine-tuning of their models and services, and with enterprise end-users, often in collaboration with their global system integrator of choice, to fine-tune models and build AI applications. We believe  that  the  depth  and  quality  of  our  design  support  are  key  to  improving  our  partner  network's  time-to-market,  maintaining  a  high  level  of  customer satisfaction, and fostering relationships that encourage our end customers and partner network to use the next generation of our products within each platform.

To encourage the development of applications optimized for our platforms and software, we seek to establish and maintain strong relationships in the software development  community.  Engineering  and  marketing  personnel  engage  with  key  software  developers  to  promote  and  discuss  our  platforms,  as  well  as  to ascertain individual product requirements and solve technical problems. Our developer program supports the development of AI frameworks, SDKs, and APIs for software applications and game titles that are optimized for our platforms. Our Deep Learning Institute provides in-person and online training for developers in industries and organizations around the world to build AI and accelerated computing applications that leverage our platforms.

## Seasonality

Our computing platforms serve a diverse set of markets such as data centers, gaming, professional visualization, and automotive. Our desktop gaming products typically see stronger revenue in the second half of our fiscal year. Historical seasonality trends may not repeat.

## Manufacturing

We utilize a fabless and contracting manufacturing strategy, whereby we employ and partner with key suppliers for all phases of the manufacturing process, including  wafer  fabrication,  assembly,  testing,  and  packaging.  We  use  the  expertise  of  industry-leading  suppliers  that  are  certified  by  the  International Organization for Standardization in such areas as fabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of the significant costs and risks associated with owning and operating manufacturing operations. While we may directly procure certain raw materials used in the production of our products, such as memory, substrates, and a variety of components, our suppliers are responsible for procurement of most raw materials used in the production of our products. As a result, we can focus our resources on product design, quality assurance, marketing, and customer support. In periods of growth,  we  may  place  non-cancellable  inventory  orders  for  certain  product  components  in  advance  of  our  historical  lead  times,  pay  premiums,  or  provide deposits to secure future supply and capacity and may need to continue to do so.

We have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned with growing customer demand. Our supply chain is concentrated in the Asia-Pacific region. We utilize foundries, such as Taiwan Semiconductor Manufacturing Company  Limited,  or  TSMC,  and  Samsung  Electronics  Co.,  Ltd.,  or  Samsung,  to  produce  our  semiconductor  wafers.  We  purchase  memory  from  Micron Technology, Inc., SK Hynix Inc., and Samsung. We utilize CoWoS technology for semiconductor packaging. We engage with independent subcontractors and contract manufacturers such as Hon Hai Precision Industry Co., Ltd., Wistron Corporation, and Fabrinet to perform assembly, testing and packaging of our final products.

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## Competition

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

A significant source of competition comes from companies that provide or intend to provide GPUs, CPUs, DPUs, embedded SoCs, and other accelerated, AI computing processor products, and providers of semiconductor-based high-performance interconnect products based on InfiniBand, Ethernet, Fibre Channel, and proprietary technologies. Some of our competitors may have greater marketing, financial, distribution and manufacturing resources than we do and may be more able to adapt to customers or technological changes. We expect an increasingly competitive environment in the future.

Our current competitors include:

- · suppliers and licensors of hardware and software for discrete and integrated GPUs, custom chips and other accelerated computing solutions, including solutions offered for AI, such as Advanced Micro Devices, Inc., or AMD, Huawei Technologies Co. Ltd., or Huawei, and Intel Corporation, or Intel;
- · large cloud services companies with internal teams designing hardware and software that incorporate accelerated or AI computing functionality as part of their internal solutions or platforms, such as Alibaba Group, Alphabet Inc., Amazon, Inc., or Amazon, Baidu, Inc., Huawei, and Microsoft Corporation, or Microsoft;
- · suppliers of Arm-based CPUs and companies that incorporate hardware and software for CPUs as part of their internal solutions or platforms, such as Amazon, Huawei, and Microsoft;
- · suppliers  of  hardware  and  software  for  SoC  products  that  are  used  in  servers  or  embedded  into  automobiles,  autonomous  machines,  and  gaming devices, such as Ambarella, Inc., AMD, Broadcom Inc., or Broadcom, Intel, Qualcomm Incorporated, Renesas Electronics Corporation, and Samsung, or companies with internal teams designing SoC products for their own products and services, such as Tesla, Inc.; and
- · networking products consisting of switches, network adapters (including DPUs), and cable solutions (including optical modules) include such as AMD, Arista Networks, Broadcom, Cisco Systems, Inc., Hewlett Packard Enterprise Company, Huawei, Intel, Lumentum Holdings, and Marvell Technology Group as well as internal teams of system vendors and large cloud services companies.

## Patents and Proprietary Rights

We rely primarily on a combination of patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, and licensing arrangements to protect  our  IP  in  the  United  States  and  internationally.  Our  currently  issued  patents  have  expiration  dates  from  February  2024  to  August  2043.  We  have numerous patents issued, allowed, and pending in the United States and in foreign jurisdictions. Our patents and pending patent applications primarily relate to our products and the technology used in connection with our products. We also rely on international treaties, organizations, and foreign laws to protect our IP. The laws of certain foreign countries in which our products are or may be manufactured or sold, including various countries in Asia, may not protect our products or IP rights to the same extent as the laws of the United States. This decreased protection makes the possibility of piracy of our technology and products more likely. We continuously assess whether and where to seek formal protection for innovations and technologies based on such factors as:

- · the location in which our products are manufactured;
- · our strategic technology or product directions in different countries;
- · the degree to which IP laws exist and are meaningfully enforced in different jurisdictions; and
- · the commercial significance of our operations and our competitors' operations in particular countries and regions.

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

## Table of Contents

## Government Regulations

Our worldwide business activities are subject to various laws, rules, and regulations of the United States as well as of foreign governments.

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

In  July  2023,  the  USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products.

Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG's export controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East.

While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia-Pacific region, new and existing export controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to 'Item 1A. Risk Factors - Risks Related to Regulatory, Legal, Our Stock and Other Matters' for a discussion of this potential impact.

Compliance with laws, rules, and regulations has not otherwise had a material effect upon our capital expenditures, results of operations, or competitive position and we do not currently anticipate material capital expenditures for environmental control facilities. Compliance with existing or future governmental regulations, including,  but  not  limited  to,  those  pertaining  to  IP  ownership  and  infringement,  taxes,  import  and  export  requirements  and  tariffs,  anti-corruption,  business acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, competition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could increase  our  costs,  impact  our  competitive  position,  and  otherwise  may  have  a  material  adverse  impact  on  our  business,  financial  condition  and  results  of operations in subsequent periods. Refer to 'Item 1A. Risk Factors' for a discussion of these potential impacts.

## Sustainability and Governance

NVIDIA invents computing technologies that improve lives and address global challenges. Our goal is to integrate sound environmental, social, and corporate governance principles and practices into every aspect of the Company. The Nominating and Corporate Governance Committee of our Board of Directors is responsible for reviewing and discussing with management our practices related to sustainability and corporate governance. We assess our programs annually in  consideration  of  stakeholder  expectations,  market  trends,  and  business  risks  and  opportunities.  These  issues  are  important  for  our  continued  business success and reflect the topics of highest concern to NVIDIA and our stakeholders.

The following section and the Human Capital Management Section below provide an overview of our principles and practices. More information can be found on our website and in our annual Sustainability Report. Information contained on our website or in our annual Sustainability Report is not incorporated by reference into this or any other report we file with the Securities and Exchange Commission, or the SEC. Refer to 'Item 1A. Risk Factors' for a discussion of risks and uncertainties we face related to sustainability.

## Climate Change

In  the  area  of  environmental  sustainability,  we  address  our  climate  impacts  across  our  product  lifecycle  and  assess  risks,  including  current  and  emerging regulations and market impacts.

In May 2023, we published metrics related to our environmental impact for fiscal year 2023. Fiscal year 2024 metrics are expected to be published in the first half  of  fiscal  year  2025.  There  has  been  no  material  impact  to  our  capital  expenditures,  results  of  operations  or  competitive  position  associated  with  global environmental sustainability regulations, compliance, or costs from sourcing renewable energy. By the end of fiscal year 2025, our goal is to purchase

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or generate enough renewable energy to match 100% of our global electricity usage for our offices and data centers. In fiscal year 2023, we increased the percentage  of  our  total  electricity  use  matched  by  renewable  energy  purchases  to  44%.  By  fiscal  year  2026,  we  aim  to  engage  manufacturing  suppliers comprising at least 67% of NVIDIA's scope 3 category 1 GHG emissions with goal of effecting supplier adoption of science-based targets.

Whether it is creation of technology to power next-generation laptops or designs to support high-performance supercomputers, improving energy efficiency is important in our research, development, and design processes. GPU-accelerated computing is inherently more energy efficient than traditional computing for many workloads because it is optimized for throughput, performance per watt, and certain AI workloads. The energy efficiency of our products is evidenced by our continued strong presence on the Green500 list of the most energy-efficient systems. We powered 24 of the top 30 most energy efficient systems, including the top supercomputer, on the Green500 list.

We plan to build Earth-2, a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms. Earth-2 will enable scientists, companies, and policy makers to do ultra-high-resolution predictions of the impact of climate change and explore mitigation and adaptation strategies.

## Human Capital Management

We believe that our employees are our greatest assets, and they play a key role in creating long-term value for our stakeholders. As of the end of fiscal year 2024,  we  had  approximately  29,600  employees  in  36  countries,  22,200  were  engaged  in  research  and  development  and  7,400  were  engaged  in  sales, marketing, operations, and administrative positions. The Compensation Committee of our Board of Directors assists in the oversight of policies and strategies relating to human capital management.

To  be  competitive  and  execute  our  business  strategy  successfully,  we  must  recruit,  develop,  and  retain  talented  employees,  including  qualified  executives, scientists, engineers, and technical and non-technical staff.

## Recruitment

As the demand for global technical talent continues to be competitive, we have grown our technical workforce and have been successful in attracting top talent to  NVIDIA. We have attracted talent globally through our strong employer brand and differentiated hiring strategies for college, professional, and leadership talent. Our workforce is 83% technical and 49% hold advanced degrees. Additionally, we have increased focus on diversity recruiting, resulting in an increase in global female hiring in each channel. Our own employees help to surface top talent, with over 40% of our new hires in fiscal year 2024 coming from employee referrals.

## Development and Retention

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

To evaluate employee sentiment and engagement, we use pulse surveys, a suggestion box, and an anonymous third-party platform. Pulse surveys help us gain insight into employee experience and provides employee-generated ideas so that we can take targeted action. The suggestion box is an always-on, interactive tool where employees share their thoughts about making our company a better place to work. The anonymous third-party platform is designed to protect the identity of the reporter and provide a mechanism for reporters to follow an investigation and receive responses.

We want NVIDIA to be a place where people can build their careers over their lifetime. Our employees tend to come and stay. In fiscal year 2024, our overall turnover rate was 2.7%.

## Compensation, Benefits, and Well-Being

Our compensation program rewards performance and is structured to encourage employees to invest in the Company's future. Employees receive equity, except where unavailable due to local regulations, that is tied to the value of our stock price and vests over time to retain employees while simultaneously aligning their interests with those of our shareholders.

We  offer  comprehensive  benefits  to  support  our  employees'  and  their  families'  physical  health,  well-being,  and  financial  health.  Programs  include  401(k) programs in the U.S., statutory and supplemental pension programs outside the U.S., our employee stock purchase program, flexible work hours, and time off policies to address mental health, stress, and time-management challenges. We evaluate our benefit offerings globally and aim to provide comparable support across the regions where we operate. We are committed to providing tailored benefits based on the needs of our Community Resource Groups and continuing our support for parents, both new birth parents and those who wish to become parents.

Our support is enhanced during times of crisis, such as war or economic volatility, to take care of our existing team of world-class talent and their families.

## Diversity, Inclusion, and Belonging

We believe that diverse teams fuel innovation, and we are committed to creating an inclusive culture that supports all employees.

When recruiting for new talent or developing our current employees, we strive to build a diverse talent pipeline that includes those underrepresented in the technology field, including women, Black/African American, and Hispanic/Latino candidates.

To this end, we have been:

- · Partnering with institutions and professional organizations serving historically underrepresented communities;
- · Embedding dedicated recruiting teams to business areas to shepherd underrepresented candidates through the interview process and find internal opportunities;
- · Supporting the development of women employees through programs aimed at building a pipeline of future leaders;
- · Providing peer support and executive sponsors for our internal community resource groups;
- · Providing training and education to managers and peers on fostering supportive environments and recruiting for diversity;
- · Track equity and parity in retention, promotions, pay, and employee engagement scores; and
- · Measuring year over year progress and providing leadership visibility on diversity efforts.

As of  the  end  of  fiscal  year  2024,  our  global  workforce  was  79%  male,  20%  female,  and  1%  not  declared,  with  6%  of  our  workforce  in  the  United  States composed of Black or African American and Hispanic or Latino employees.

## Flexible Working Environment

We  support  a  flexible  work  environment,  understanding  that  many  employees  want  the  ability  to  work  from  home  under  certain  conditions.  This  flexibility supports diverse hiring, retention, and employee engagement, which we believe makes NVIDIA a great place to work.

During fiscal year 2025, we will continue to have a flexible work environment and maintain our company wide 2-days off a quarter for employees to rest and recharge.

## Information About Our Executive Officers

The following sets forth certain information regarding our executive officers, their ages, and positions as of February 16, 2024:

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| Name             |   Age | Position                                             |
|------------------|-------|------------------------------------------------------|
| Jen-Hsun Huang   |    60 | President and Chief Executive Officer                |
| Colette M. Kress |    56 | Executive Vice President and Chief Financial Officer |
| Ajay K. Puri     |    69 | Executive Vice President, Worldwide Field Operations |
| Debora Shoquist  |    69 | Executive Vice President, Operations                 |
| Timothy S. Teter |    57 | Executive Vice President and General Counsel         |

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

Colette M. Kress joined NVIDIA in 2013 as Executive Vice President and Chief Financial Officer. Prior to NVIDIA, Ms. Kress most recently served as Senior Vice President and Chief Financial Officer of the Business Technology and Operations Finance organization at Cisco Systems, Inc., a networking equipment company, since 2010. At Cisco, Ms. Kress was responsible for financial strategy, planning, reporting  and  business  development  for  all  business  segments, engineering and operations. From 1997 to 2010 Ms. Kress held a variety of positions at Microsoft, a software company, including, beginning in 2006, Chief Financial Officer of the Server and Tools division, where Ms. Kress was responsible for financial

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strategy, planning, reporting and business development for the division. Prior to joining Microsoft, Ms. Kress spent eight years at Texas Instruments Incorporated, a semiconductor company, where she held a variety of finance positions. Ms. Kress holds a B.S. degree in Finance from University of Arizona and an M.B.A. degree from Southern Methodist University.

Ajay K. Puri joined NVIDIA in 2005 as Senior Vice President, Worldwide Sales and became Executive Vice President, Worldwide Field Operations in 2009. Prior to NVIDIA, he held positions in sales, marketing, and general management over a 22-year career at Sun Microsystems, Inc., a computing systems company. Mr. Puri previously held marketing, management consulting, and product development positions at Hewlett-Packard, an information technology company, Booz Allen Hamilton Inc., a management and technology consulting company, and Texas Instruments Incorporated. Mr. Puri holds a B.S.E.E. degree from the University of Minnesota, an M.S.E.E. degree from the California Institute of Technology and an M.B.A. degree from Harvard Business School.

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

Timothy S. Teter joined NVIDIA in 2017 as Senior Vice President, General Counsel and Secretary and became Executive Vice President, General Counsel and Secretary in February 2018. Prior to NVIDIA, Mr. Teter spent more than two decades at the law firm of Cooley LLP, where he focused on litigating patent and technology related matters. Prior to attending law school, he worked as an engineer at Lockheed Missiles and Space Company, an aerospace company. Mr. Teter holds a B.S. degree in Mechanical Engineering from the University of California at Davis and a J.D. degree from Stanford Law School.

## Available Information

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, are available free of charge on or through our website, http://www.nvidia.com ,  as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission, or the SEC. The SEC's website, http://www.sec.gov , contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. Our web site and the information on it or connected to it are not a part of this Annual Report on Form 10-K.

## Item 1A. Risk Factors

The following risk factors should be considered in addition to the other information in this Annual Report on Form 10-K. The following risks could harm our business, financial condition,  results  of  operations  or  reputation,  which  could  cause  our  stock  price  to  decline. Additional  risks,  trends  and  uncertainties  not presently known to us or that we currently believe are immaterial may also harm our business, financial condition, results of operations or reputation.

## Risk Factors Summary

## Risks Related to Our Industry and Markets

- · Failure to meet the evolving needs of our industry may adversely impact our financial results.
- · Competition could adversely impact our market share and financial results.

## Risks Related to Demand, Supply and Manufacturing

- · Failure to estimate customer demand accurately has led and could lead to mismatches between supply and demand.
- · Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.
- · Defects in our products have caused and could cause us to incur significant expenses to remediate and could damage our business.

## Risks Related to Our Global Operating Business

- · Adverse economic conditions may harm our business.

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

## Risks Related to Regulatory, Legal, Our Stock and Other Matters

- · We are subject to complex laws, rules and regulations, and political and other actions, which may adversely impact our business.
- · Increased scrutiny from shareholders, regulators, and others regarding our corporate sustainability practices could result in financial, reputational, or operational harm and liability.
- · Issues relating to the responsible use of our technologies, including AI, may result in reputational or financial harm and liability.
- · Adequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.
- · We are subject to stringent and changing data privacy and security laws, rules, regulations, and other obligations. These areas could damage our reputation, deter customers, affect product design, or result in legal or regulatory proceedings and liability.
- · Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates, changes in tax laws, and other tax-related factors.
- · Our business is exposed to the risks associated with litigation, investigations, and regulatory proceedings.
- · Our indebtedness could adversely affect our financial position and cash flows from operations and prevent us from implementing our strategy or fulfilling our contractual obligations.
- · Delaware law, provisions in our governing documents and our agreement with Microsoft could delay or prevent a change in control.

## Risk Factors

## Risks Related to Our Industry and Markets

## Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.

Our accelerated computing platforms experience rapid changes in technology, customer requirements, competitive products, and industry standards.

## Our success depends on our ability to:

- · timely identify  industry  changes, adapt our strategies, and develop new or enhance and maintain existing products and technologies that meet the evolving needs of these markets, including due to unexpected changes in industry standards or disruptive technological innovation that could render our products incompatible with products developed by other companies;

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

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

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

## Competition could adversely impact our market share and financial results.

Our target markets remain competitive, and competition may intensify with expanding and changing product and service offerings, industry standards, customer needs, new entrants and consolidations. Our competitors' products, services and technologies, including those mentioned above in this Annual Report on Form 10-K, may be cheaper or provide better functionality or features than ours, which has resulted and may in the future result in lower-than-expected selling prices for  our  products.  Some  of  our  competitors  operate  their  own  fabrication  facilities,  and  have  longer  operating  histories,  larger  customer  bases,  more comprehensive IP portfolios and patent protections, more design wins, and greater financial, sales, marketing and distribution resources than we do. These competitors may be able to acquire market share and/or prevent us from doing so, more effectively identify and capitalize upon opportunities in new markets and end-user trends, more quickly transition their products, and impinge on our ability to procure sufficient foundry capacity and scarce input materials during a supply-constrained environment, which could harm our business. Some of our customers have in-house expertise and internal development capabilities similar to some of ours and can use or develop their own solutions to replace those we are providing. For example, others may offer cloud-based services that compete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve the scale necessary to meet our business objectives. If we are unable to successfully compete in this environment, demand for our products, services and technologies could decrease and we may not establish meaningful revenue.

## Risks Related to Demand, Supply and Manufacturing

## Failure to estimate customer demand accurately has led and could lead to mismatches between supply and demand.

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

We build finished products and maintain inventory in advance of anticipated demand. While we have in the past entered and may in the future enter into longterm supply and capacity commitments, we may not be able to secure sufficient

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

Many additional factors have caused and/or could in the future cause us to either underestimate or overestimate our customers' future demand for our products, or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue, including:

- · changes in product development cycles and time to market;
- · competing technologies and competitor product releases and announcements;
- · changes in business and economic conditions resulting in decreased end demand;
- · sudden or sustained government lockdowns or actions to control case spread of global or local health issues;
- · rapidly changing technology or customer requirements;
- · the availability of sufficient data center capacity and energy for customers to procure;
- · new product introductions and transitions resulting in less demand for existing products;
- · new or unexpected end-use cases;
- · increase in demand for competitive products, including competitive actions;
- · business decisions made by third parties;
- · the demand for accelerated or AI-related cloud services, including our own software and NVIDIA DGX Cloud services;
- · changes that impact the ecosystem for the architectures underlying our products and technologies;
- · the demand for our products; or
- · government actions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.

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

Our  customer  orders  and  longer-term  demand  estimates  may  change  or  may  not  be  correct,  as  we  have  experienced  in  the  past.  Product  transitions  are complex and can impact our revenue as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support new products. Due to our product introduction cycles, we are almost always in various stages of transitioning the architecture of our Data Center, Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI opportunities.  The  increased  frequency  of  these  transitions  may  magnify  the  challenges  associated  with  managing  our  supply  and  demand  due  to  long manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. We have experienced and may in the future experience reduced demand for current generation architectures when customers anticipate

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transitions,  and we may be unable to sell multiple product architectures at the same time for current and future architecture transitions. If we are unable to execute our architectural transitions as planned for any reason, our financial results may be negatively impacted. The increasing frequency and complexity of newly introduced products may result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty or other costs or result in product delays. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs.

Many end customers often do not purchase directly from us but instead purchase indirectly through multiple OEMs, ODMs, system integrators, distributors, and other  channel  partners. As  a  result,  the  decisions  made  by  our  multiple  OEMs,  ODMs,  system  integrators,  distributors,  and  other  channel  partners,  and  in response to changing market conditions and changes in end-user demand for our products, have impacted and could in the future continue to impact our ability to properly forecast demand, particularly as they are based on estimates provided by various downstream parties.

If we underestimate our customers' future demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production and we may not be able to obtain sufficient inventory to fill orders on a timely basis. Even if we are able to increase supply to meet customer demand, we may not be able to do so in a timely manner, or our contract manufacturers may experience supply constraints. If we cannot procure sufficient supply to meet demand or otherwise fail to fulfill our customers' orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and market share and our reputation could be harmed. Additionally, since some of our products are part of a complex data center buildout, supply constraints or availability issues with respect to any one component have had and may have a broader revenue impact.

If we overestimate our customers' future demand for our products, or if customers cancel or defer orders or choose to purchase from our competitors, we may not be able to reduce our inventory or other contractual purchase commitments. In the past, we have experienced a reduction in average selling prices, including due to channel pricing programs that we have implemented and may continue to implement, as a result of our overestimation of future demand, and we may need to continue these reductions. We have had to increase prices for certain of our products as a result of our suppliers' increase in prices, and we may need to continue to do so for other products in the future. We have also written down our inventory, incurred cancellation penalties, and recorded impairments and may have to do so in the future. These impacts were amplified by our placement of non-cancellable and non-returnable purchasing terms well in advance of our historical lead times and could be exacerbated if we need to make changes to the design of future products. The risk of these impacts has increased and may continue to increase as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply. All of these factors may negatively impact our gross margins and financial results.

We build technology and introduce products for new and innovative use cases and applications, such as NVIDIA DGX Cloud services, NVIDIA AI Foundations, Omniverse platform, LLMs, and generative AI models. Our demand estimates for new use cases, applications, and services can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate significant revenue from these use cases, applications, and services. Recent technologies, such as generative AI models, have emerged, and while they have driven increased demand for Data Center, the long-term trajectory is unknown. Because our products may be used in multiple use cases and applications, it is difficult for us to estimate with any reasonable degree of precision the impact of generative AI models  on  our  reported  revenue  or  forecasted  demand.  Additionally,  we  started  shipping  our  CPU  product  offerings,  the  Grace  CPU  and  Grace  Hopper Superchips, in the third quarter of fiscal year 2024. Our ability to adequately predict our CPU demand may create volatility in our revenue or supply levels.

Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis. Extended lead times may occur if we experience other supply constraints caused by natural disasters, pandemics or other events. In addition, geopolitical tensions, such as those involving Taiwan and China, which comprise a significant portion of our revenue and where we have suppliers, contract manufacturers, and assembly partners who are critical to our supply continuity, could have a material adverse impact on us.

The use of our GPUs other than that for which they were designed and marketed, including new and unexpected use cases, has impacted and can in the future impact demand for our products, including by leading to inconsistent spikes and drops in demand. For example, several years ago, our Gaming GPUs began to be used for mining digital currencies, such as Ethereum. It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products. Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards and changes in the method of verifying blockchain transactions, has impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact our ability to estimate demand for our products. Changes to cryptocurrency standards and processes including, but not limited to, the Ethereum 2.0 merge in 2022, have reduced and may in the future decrease the usage of GPUs for Ethereum mining. This has created and may in the future create increased aftermarket sales of our

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GPUs, which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs. In general, our new products or previously sold products may be resold online or on the unauthorized 'gray market,' which also makes demand forecasting difficult. Gray market products and reseller marketplaces compete with our new products and distribution channels.

Additionally, we depend on developers, customers and other third parties to build, enhance, and maintain accelerated computing applications that leverage our platforms. We also rely on third-party content providers and publishers to make their content available on our platforms, such as GeForce NOW. Failure by developers, customers, and other third parties to build, enhance, and maintain applications that leverage our platforms, or failure by third-party content providers or  publishers  to  make  their  content  available  on  reasonable  terms  or  at  all  for  use  by  our  customers  or  end  users  on  our  platforms,  could  adversely  affect customer demand.

## Dependency on third-party suppliers and their technology to manufacture, assemble, test, or package our products reduces our control over product quantity and quality, manufacturing yields, and product delivery schedules and could harm our business.

We depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques. We do not assemble, test, or package our products,  but  instead  contract  with  independent  subcontractors.  These  subcontractors  assist  with  procuring  components  used  in  our  systems,  boards,  and products.  We  face  several  risks  which  have  adversely  affected  or  could  adversely  affect  our  ability  to  meet  customer  demand  and  scale  our  supply  chain, negatively  impact  longer-term  demand  for  our  products  and  services,  and  adversely  affect  our  business  operations,  gross  margin,  revenue  and/or  financial results, including:

- · lack  of  guaranteed  supply  of  wafer,  component  and  capacity  or  decommitment  and  potential  higher  wafer  and  component  prices,  from  incorrectly estimating demand and failing to place orders with our suppliers with sufficient quantities or in a timely manner;
- · failure  by  our  foundries  or  contract  manufacturers  to  procure  raw  materials  or  provide  adequate  levels  of  manufacturing  or  test  capacity  for  our products;
- · failure  by  our  foundries  to  develop,  obtain  or  successfully  implement  high  quality  process  technologies,  including  transitions  to  smaller  geometry process technologies such as advanced process node technologies and memory designs needed to manufacture our products;
- · failure by our suppliers to comply with our policies and expectations and emerging regulatory requirements;
- · limited  number  and  geographic  concentration  of  global  suppliers,  foundries,  contract  manufacturers,  assembly  and  test  providers  and  memory manufacturers;
- · loss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or subcontractor and commencing volume production or testing in the event of a loss, addition or change of a supplier;
- · lack of direct control over product quantity, quality and delivery schedules;
- · suppliers or their suppliers failing to supply high quality products and/or making changes to their products without our qualification;
- · delays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our subcontractors or foundries prioritize our competitors' or other customers' orders over ours;
- · requirements to place orders that are not cancellable upon changes in demand or requirements to prepay for supply in advance;
- · low manufacturing yields resulting from a failure in our product design or a foundry's proprietary process technology; and
- · disruptions in manufacturing, assembly and other processes due to closures related to heat waves, earthquakes, fires, or other natural disasters and electricity conservation efforts.

## Defects in our products have caused and could cause us to incur significant expenses to remediate, which can damage our reputation and cause us to lose market share.

Our hardware and software product and service offerings are complex. They have in the past and may in the future contain defects or security vulnerabilities or experience failures or unsatisfactory performance due to any number of issues in design, fabrication, packaging, materials, bugs and/or use within a system. These risks may increase as our products are introduced into new devices, markets, technologies and applications or as new versions are released. These risks further increase when we rely on partners to supply and manufacture components that are used in our products, as these arrangements reduce our direct control over production. AI software products we or our partners offer rely on

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training data that may originate from third parties and new training methods, and the resulting products may contain unknown or undetected defects and errors, or reflect unintended bias. Although arrangements with component providers may contain provisions for product defect expense reimbursement, we generally remain responsible to the customer for warranty product defects that may occur from time to time. Some failures in our products or services have been in the past and may in the future be only discovered after a product or service has been shipped or used. Undiscovered vulnerabilities in our products or services could result in loss of data or intangible property, or expose our customers to unscrupulous third parties who develop and deploy malicious software programs that could attack our products or services. Defects or failure of our offerings to perform to specifications could lead to substantial damage to the products in which our offerings have been integrated by OEMs, ODMs, AIBs and automotive manufacturers and tier 1 automotive suppliers, and to the user of such end product. Any such defect may cause us to incur significant warranty, support and repair or replacement costs as part of a product recall or otherwise, write-off the value of related inventory, and divert the attention of our engineering and management personnel from our product development efforts to find and correct the issue. Our efforts to remedy these issues may not be timely or satisfactory to our customers. An error or defect in new products, releases or related software drivers after commencement of commercial shipments could result in failure to achieve market acceptance, loss of design wins, temporary or permanent withdrawal from a product or market and harm to our relationships with existing and prospective customers and partners and consumers' perceptions of our brand, which would in turn negatively impact our business operations, gross margin, revenue and/or financial results. We may be required to reimburse our customers, partners or consumers, including for costs to repair or replace products in the field or in connection with indemnification obligations, or pay fines imposed by regulatory agencies.

For example, in fiscal year 2023, a defect was identified in a third-party component embedded in certain Data Center products. This defect has had, and other defects may in the future have, an adverse effect on our cost and supply of components and finished goods. These costs could be significant in future periods. We recorded a net warranty liability during fiscal year 2023 primarily in connection with this defect. While we believe we have accurately recorded for warranty obligations, we may need to record additional amounts in the future if our estimate proves to be incorrect. In general, if a product liability claim regarding any of our products is brought against us, even if the alleged damage is due to the actions or inactions of a third party, such as within our supply chain, the cost of defending the claim could be significant and would divert the efforts of our technical and management personnel and harm our business. Further, our business liability insurance may be inadequate or future coverage may be unavailable on acceptable terms, which could adversely impact our financial results.

## Risks Related to Our Global Operating Business

## Adverse economic conditions may harm our business.

Economic  and  industry  uncertainty  or  changes,  including  recession  or  slowing  growth,  inflation,  changes  or  uncertainty  in  fiscal,  monetary  or  trade  policy, disruptions  to  capital  markets  and  the  banking  system,  currency  fluctuations,  higher  interest  rates,  tighter  credit,  lower  capital  expenditures  by  businesses, including on IT infrastructure, increases in unemployment, labor shortages, and lower consumer confidence and spending, global supply chain constraints and global economic and geopolitical developments have in the past and/or could in the future have adverse, wide-ranging effects on our business and financial results, including:

- · increased costs for wafers, components, logistics, and other supply chain expenses, which have negatively impacted our gross margin in the past and may do so in the future;
- · increased supply, employee, facilities and infrastructure costs and volatility in the financial markets, which have reduced and may in the future reduce our margins;
- · decrease in demand for our products, services and technologies and those of our customers, partners or licensees;
- · the inability of our suppliers to deliver on their supply commitments to us and our customers' or our licensees' inability to supply products to customers and/or end users;
- · limits on our ability to forecast operating results and make business decisions;
- · the insolvency of key suppliers, distributors, customers, cloud service providers, data center providers, licensing parties or other third parties we rely on;
- · reduced profitability of customers, which may cause them to scale back operations, exit businesses, file for bankruptcy protection and potentially cease operations,  or  lead  to  mergers,  consolidations  or  strategic  alliances  among  other  companies,  which  could  adversely  affect  our  ability  to  compete effectively; and
- · increased credit  and  collectability  risks,  higher  borrowing  costs  or  reduced  availability  of  capital  markets,  reduced  liquidity,  adverse  impacts  on  our customers and suppliers, failures of counterparties, including financial institutions and insurers, asset impairments, and declines in the value of our financial instruments.

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Adverse developments affecting financial institutions, such as bank failures or instability, or concerns or speculation about similar events or risks, could lead to market-wide liquidity problems and other disruptions, which could impact our customers' ability to fulfill their payment obligations to us, our vendors' ability to fulfill their contractual obligations to us, or our ability to fulfill our own obligations.

Additionally, we maintain an investment portfolio of various holdings, types, and maturities. These investments are subject to general credit, liquidity, market and interest  rate  risks,  which  may  be  exacerbated  by  market  downturns  or  events  that  affect  global  financial  markets,  as  described  above.  A  majority  of  our investment portfolio comprises USG securities. A decline in global financial markets for long periods or a downgrade of the USG credit rating due to an actual or threatened default on government debt could result in higher interest rates, a decline in the value of the U.S. dollar, reduced market liquidity or other adverse conditions. These factors could cause an unrealized or realized loss position in our investments or require us to record impairment charges.

## International sales and operations are a significant part of our business, which exposes us to risks that could harm our business.

We  sell  our  products  internationally,  and  we  also  have  operations  and  conduct  business  internationally.  Our  semiconductor  wafers  are  manufactured, assembled, tested and packaged by third parties located outside of the United States, and we generated 56% of our revenue in fiscal year 2024 from sales outside of the United States. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024. Although we have not received licenses from the USG to ship restricted products to China, we have started to ship alternatives to the China market in small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. The global nature of our business subjects us to a number of risks and uncertainties, which have had in the past and could in the future have a material adverse effect on our business, financial condition and results of operations.  These  include  domestic  and  international  economic  and  political  conditions  in  countries  in  which  we  and  our  suppliers  and  manufacturers  do business, government lockdowns to control case spread of global or local health issues, differing legal standards with respect to protection of IP and employment practices,  different  domestic  and  international  business  and  cultural  practices,  disruptions  to  capital  markets,  counter-inflation  policies,  currency  fluctuations, natural disasters, acts of war or other military actions, terrorism, public health issues and other catastrophic events.

## Product,  system  security,  and  data  protection  breaches,  as  well  as  cyber-attacks,  could  disrupt  our  operations,  reduce  our  expected  revenue, increase our expenses, and significantly harm our business and reputation.

Security breaches, computer malware, social-engineering attacks, denial-of-service attacks, software bugs, server malfunctions, software or hardware failures, loss of data or other information technology assets, and other cyber-attacks are becoming increasingly sophisticated, making it more difficult to successfully detect, defend against them or implement adequate preventative measures.

Cyber-attacks, including ransomware attacks by organized criminal threat actors, nation-states, and nation-state-supported actors, may become more prevalent and severe. Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack, or if restoring from backups is delayed or not feasible.

Individuals, groups of hackers and sophisticated organizations, including nation-states and nation-state-supported actors, and other threat actors have engaged and are expected to continue to engage in cyber-attacks. Additionally, some actors are using AI technology to launch more automated, targeted and coordinated attacks. Due to geopolitical conflicts and during times of war or other major conflicts, we and the third parties we rely upon may be vulnerable to a heightened risk of cyber-attacks that could materially disrupt our ability to provide services and products. We may also face cybersecurity threats due to error or intentional misconduct by employees, contractors or other third-party service providers. Certain aspects of effective cybersecurity are dependent upon our employees, contractors  and/or  other  third-party  service  providers  safeguarding  our  sensitive  information  and  adhering  to  our  security  policies  and  access  control mechanisms. We have in the past experienced, and may in the future experience, security incidents arising from a failure to properly handle sensitive information or adhere to our security policies and access control mechanisms and, although no such events have had a material adverse effect on our business, there can be no assurance that an insider threat will not result in an incident that is material to us. Furthermore, we rely on products and services provided by third-party suppliers  to  operate  certain  critical  business  systems,  including  without  limitation,  cloud-based  infrastructure,  encryption  and  authentication  technology, employee  email  and  other  functions,  which  exposes  us  to  supply-chain  attacks  or  other  business  disruptions.  We  cannot  guarantee  that  third  parties  and infrastructure in our supply chain or our partners' supply chains have not been compromised or that they do not contain exploitable vulnerabilities, defects or bugs that could result in a breach of or disruption to our information technology systems, including our products and services, or the third-party information technology  systems  that  support  our  services.  We  may  also  incorporate  third-party  data  into  our  AI  algorithms  or  use  open-source  datasets  to  train  our algorithms. These datasets may be flawed, insufficient, or contain certain biased information, and may otherwise be vulnerable to security incidents. We may have limited insight into the data privacy or security practices of third-party suppliers, including for our AI algorithms. Our ability to monitor these third parties' information security practices is limited, and they may not have adequate information security measures in place. In addition, if one of our third-party suppliers suffers a security incident (which has happened in the

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past and may happen in the future), our response may be limited or more difficult because we may not have direct access to their systems, logs and other information related to the security incident. Additionally, we are incorporated into the supply chain of a large number of entities worldwide and, as a result, if our products or services are compromised, a significant number of our customers and their data could be affected, which could result in potential liability and harm our business.

To defend against security incidents, we must continuously engineer more secure products and enhance security and reliability features, which is expected to result in increased expenses. We must also continue to develop our security measures, including training programs and security awareness initiatives, designed to  ensure our suppliers have appropriate security measures in place, and continue to meet the evolving security requirements of our customers, applicable industry standards, and government regulations. While we invest in training programs and security awareness initiatives and take steps to detect and remediate certain vulnerabilities that we have identified, we may not always be able to prevent threats or detect and mitigate all vulnerabilities in our security controls, systems or software, including third-party software we have installed, as such threats and techniques change frequently and may not be detected until after a security incident has occurred. Further, we may experience delays in developing and deploying remedial measures designed to address identified vulnerabilities. These vulnerabilities could result in reputational and financial harm, and if exploited, these vulnerabilities could result in a security incident.

We hold confidential, sensitive, personal and proprietary information, including information from partners and customers. Breaches of our security measures, along with reported or perceived vulnerabilities or unapproved dissemination of proprietary information or sensitive or confidential data about us or third parties, could expose us and the parties affected to a risk of loss, or misuse of this information, potentially resulting in litigation and subsequent liability, regulatory inquiries or actions, damage to our brand and reputation or other harm, including financial, to our business. For example, we hold proprietary game source code from third-party partners in our GFN service. Breaches of our GFN security measures, which have happened in the past, could expose our partners to a risk of loss or misuse of this source code, damage both us and our partners, and expose NVIDIA to potential litigation and liability. If we or a third party we rely on experience  a  security  incident,  which  has  occurred  in  the  past,  or  are  perceived  to  have  experienced  a  security  incident,  we  may  experience  adverse consequences,  including  government  enforcement  actions,  additional  reporting  requirements  and/or  oversight,  restrictions  on  processing  data,  litigation, indemnification  obligations,  reputational  harm,  diversion  of  funds,  diversion  of  management  attention,  financial  loss,  loss  of  data,  material  disruptions  in  our systems and operations,  supply  chain,  and  ability  to  produce,  sell  and  distribute  our  goods  and  services,  and  other  similar  harms.  Inability  to  fulfill  orders, delayed sales, lower margins or lost customers as a result of these disruptions could adversely affect our financial results, stock price and reputation. Applicable data  privacy  and  security  obligations  may  require  us  to  notify  relevant  stakeholders,  including  affected  individuals,  customers,  regulators  and  investors,  of security incidents, and mandatory disclosure of such incidents could lead to negative publicity. In addition to experiencing a security incident, third parties may gather, collect or infer sensitive information about us from public sources, data brokers or other means that reveals competitively sensitive details about our organization and could be used to harm our business.

## Business disruptions could harm our operations, lead to a decline in revenue and increase our costs.

Our worldwide operations  could  be  disrupted  by  natural  disasters  and  extreme  weather  conditions,  power  or  water  shortages,  telecommunications  failures, supplier disruptions, terrorist attacks, acts of violence, political and/or civil unrest, acts of war or other military actions, epidemics or pandemics, abrupt regulatory deterioration, and other natural or man-made disasters and catastrophic events. Our corporate headquarters, a large portion of our current data center capacity, and a portion of our research and development activities are located in California, and other critical business operations, finished goods inventory and some of our suppliers are located in Asia, making our operations vulnerable to natural disasters such as earthquakes, wildfires or other business disruptions occurring in these geographical areas. Catastrophic events can also have an impact on third-party vendors who provide us critical infrastructure services for IT and research and development systems and personnel. Our business continuity and disaster recovery planning may not be sufficient for all eventualities. Geopolitical and domestic political developments and other events beyond our control, can increase economic volatility globally. Political instability, changes in government or adverse political  developments in or around any of the major countries in which we do business may harm our business, financial condition and results of operations. Worldwide geopolitical tensions and conflicts, including but not limited to China, Hong Kong, Israel, Korea and Taiwan where the manufacture of our product  components and final  assembly  of  our  products  are  concentrated  may  result  in  changing  regulatory  requirements,  and  other  disruptions  that  could impact our operations and operating strategies, product demand, access to global markets, hiring, and profitability. For example, other countries have restricted and  may  continue  in  the  future  to  restrict  business  with  the  State  of  Israel,  where  we  have  engineering,  sales  support  operations  and  manufacturing,  and companies with Israeli operations, including by economic boycotts. Our operations could be harmed and our costs could increase if manufacturing, logistics or other operations are disrupted for any reason, including natural disasters, high heat events or water shortages, power shortages, information technology system failures or cyber-attacks, military actions or economic, business, labor, environmental, public health, or political issues. The ultimate impact on us, our third-party foundries and other suppliers of being located and consolidated in certain geographical areas is unknown. In the event a disaster, war or catastrophic event affects us, the third-party systems on which we rely, or our customers, our business could be harmed as a result of declines in revenue, increases in expenses, and substantial expenditures and time spent to fully resume operations. All of these risks and conditions could materially adversely affect our future sales and operating results.

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We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,700 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a substantial number of our employees in the region have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel have been absent for an extended period and they or others may continue to be absent, which may cause disruption to our product development or operations. We did not experience any significant impact or expense to our business; however, if the conflict is further extended, it could impact future product development, operations, and revenue or create other uncertainty for our business.

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

## Climate change may have a long-term impact on our business.

Climate change may have an increasingly adverse impact on our business and on our customers, partners and vendors. Water and energy availability and reliability in the regions where we conduct business is critical, and certain of our facilities may be vulnerable to the impacts of extreme weather events. Extreme heat and wind coupled with dry conditions in Northern California may lead to power safety shut offs due to wildfire risk, which can have adverse implications for our Santa Clara, California headquarter offices and data centers, including impairing the ability of our employees to work effectively. Climate change, its impact on our supply chain and critical infrastructure worldwide and its potential to increase political instability in regions where we, our customers, partners and our vendors do business, may disrupt our business and cause us to experience higher attrition, losses and costs to maintain or resume operations. Although we maintain insurance coverage for a variety of property, casualty, and other risks, the types and amounts of insurance we obtain vary depending on availability and cost. Some of our policies have large deductibles and broad exclusions, and our insurance providers may be unable or unwilling to pay a claim. Losses not covered by insurance may be large, which could harm our results of operations and financial condition.

Our business and those of our suppliers and customers may also be subject to climate-related laws, regulations and lawsuits. New or proposed regulations relating  to  carbon  taxes,  fuel  or  energy  taxes,  pollution  limits,  sustainability-related  disclosure  and  governance  and  supply  chain  governance  could  result  in greater direct costs, including costs associated with changes to manufacturing processes or the procurement of raw materials used in manufacturing processes, increased capital expenditures to improve facilities and equipment, and higher compliance and energy costs to reduce emissions, other compliance costs, as well as greater indirect costs resulting from our customers and/or suppliers incurring additional compliance costs that are passed on to us. These costs and restrictions could harm our business and results of operations by increasing our expenses or requiring us to alter our operations and product design activities.

Stakeholder groups may find us insufficiently responsive to the implications of climate change, and therefore we may face legal action or reputational harm. We may not achieve our stated sustainability-related goals, which could harm our reputation, or we may incur additional, unexpected costs to achieve such goals. We may also  experience  contractual  disputes  due  to  supply  chain  delays  arising  from  climate  change-related  disruptions,  which  could  result  in  increased litigation and costs.

We also face risks related to business trends that may be influenced by climate change concerns. Our business could be negatively impacted by concerns around the high absolute energy requirements of our GPUs, despite their much more energy efficient design and operation relative to alternative computing platforms.

We may not be able to realize the potential benefits of business investments or acquisitions, and we may not be able to successfully integrate acquired companies, which could hurt our ability to grow our business, develop new products or sell our products.

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

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harmed, future acquisitions may be more difficult, complex or expensive. Further, our investments in publicly traded companies could create volatility in our results and may generate losses up to the value of the investment. In addition, we have invested and may continue to invest in private companies to further our strategic objectives and to support certain key business initiatives. These companies can include early-stage companies still defining their strategic direction. Many of the instruments in which we invest are non-marketable and illiquid at the time of our initial investment, and we are not always able to achieve a return. To the extent any of the companies in which we invest are not successful, we could recognize an impairment and/or lose all or part of our investment. Our investment portfolio contains industry sector concentration risks, and a decline in any one or multiple industry sectors could increase our impairment losses. We face additional risks related to acquisitions and strategic investments, including the diversion of capital and other resources, including management's attention; difficulty in realizing a satisfactory return and uncertainties to realize the benefits of an acquisition or strategic investment, if at all; difficulty or inability in obtaining governmental,  regulatory  approval  or  restrictions  or  other  consents  and  approvals  or  financing;  legal  proceedings  initiated  as  a  result  of  an  acquisition  or investment;  and  potential  failure  of  our  due  diligence  processes  to  identify  significant  issues  with  the  assets  or  company  in  which  we  are  investing  or  are acquiring.

Additional risks related to acquisitions include, but are not limited to:

- · difficulty in integrating the technology, systems, products, policies, processes, or operations and integrating and retaining the employees, including key personnel, of the acquired business;
- · assumption of liabilities and incurring amortization expenses, impairment charges to goodwill or write-downs of acquired assets;
- · integrating accounting, forecasting and controls, procedures and reporting cycles;
- · coordinating and integrating operations, particularly in countries in which we do not currently operate;
- · stock price impact, fines, fees or reputation harm if we are unable to obtain regulatory approval for an acquisition or are otherwise unable to close an acquisition;
- · potential issuances of debt to finance our acquisitions, resulting in increased debt, increased interest expense, and compliance with debt covenants or other restrictions;
- · the potential for our acquisitions to result in dilutive issuances of our equity securities;
- · the potential variability of the amount and form of any performance-based consideration;
- · negative changes in general economic conditions in the regions or the industries in which we or our target operate;
- · exposure to additional cybersecurity risks and vulnerabilities; and
- · impairment of relationships with, or loss of our or our target's employees, vendors and customers.

For example, when integrating acquisition target systems into our own, we have experienced and may continue to experience challenges including lengthy and costly systems integration, delays in purchasing and shipping products, difficulties with system integration via electronic data interchange and other processes with our key suppliers and customers, and training and change management needs of integration personnel. These challenges have impacted our results of operations and may continue to do so in the future.

We  receive  a  significant  amount  of  our  revenue  from  a  limited  number  of  partners  and  distributors  and  we  have  a  concentration  of  sales  to customers who purchase directly or indirectly from us, and our revenue could be adversely affected if we lose or are prevented from selling to any of these customers.

We receive a significant amount of our revenue from a limited number of customers within our distribution and partner network. Sales to one customer, Customer A, represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. With several of these channel partners, we are selling multiple products and systems in our portfolio through their channels. Our operating results depend on sales within our partner network, as well as the  ability  of  these  partners  to  sell  products  that  incorporate  our  processors.  In  the  future,  these  partners  may  decide  to  purchase  fewer  products,  not  to incorporate our products into their ecosystem, or to alter their purchasing patterns in some other way. Because most of our sales are made on a purchase order basis, our customers can generally cancel, change or delay product purchase commitments with little notice to us and without penalty. Our partners or customers may develop their own solutions; our customers may purchase products from our competitors; and our partners may discontinue sales or lose market share in the  markets  for  which  they  purchase  our  products,  all  of  which  may  alter  partners'  or  customers'  purchasing  patterns.  Many  of  our  customers  often  do  not purchase directly from us but purchase through multiple OEMs, ODMs, system integrators, distributors and other channel partners. One indirect customer which primarily purchases our products through system integrators and distributors, including through Customer A, is estimated to have represented approximately 19% of total revenue for fiscal year 2024, attributable to the

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Compute & Networking segment. If end demand increases or our finished goods supply availability is concentrated near a quarter end, the system integrators, distributors and channel partners may have limited ability to increase their credit, which could impact the timing and amount of our revenue. The loss of any of our large customers, a significant reduction in purchases by them, our inability to sell to a customer due to U.S. or other countries' trade restrictions or any difficulties in collecting accounts receivable would likely harm our financial condition and results of operations.

## If we are unable to attract, retain and motivate our executives and key employees, our business may be harmed.

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

## Our business is dependent upon the proper functioning of our business processes and information systems and modification or interruption of such systems may disrupt our business, and internal controls.

We  rely  upon  internal  processes  and  information  systems  to  support  key  business  functions,  including  our  assessment  of  internal  controls  over  financial reporting as required by Section 404 of the Sarbanes-Oxley Act. The efficient operation and scalability of these processes and systems is critical to support our growth. We continue to design and implement updated accounting functionality related to a new enterprise resource planning, or ERP, system. Any ERP system implementation  may  introduce  problems,  such  as  quality  issues  or  programming  errors,  that  could  have  an  impact  on  our  continued  ability  to  successfully operate our business or to timely and accurately report our financial results. These changes may be costly and disruptive to our operations and could impose substantial demands on management time. Failure to implement new or updated controls, or difficulties encountered in their implementation, could harm our operating results or cause us to fail to meet our reporting obligations.

Identification of material weaknesses in our internal controls, even if quickly remediated once disclosed, may cause investors to lose confidence in our financial statements and our stock price may decline. Remediation of any material weakness could require us to incur significant expenses, and if we fail to remediate any material weakness, our financial statements may be inaccurate, we may be required to restate our financial statements, our ability to report our financial results on a timely and accurate basis may be adversely affected, our access to the capital markets may be restricted, our stock price may decline, and we may be subject to sanctions or investigation by regulatory authorities.

## Our operating results have in the past fluctuated and may in the future fluctuate, and if our operating results are below the expectations of securities analysts or investors, our stock price could decline.

Our operating results have in the past fluctuated and may continue to fluctuate due to numerous of these risk factors. Therefore, investors should not rely on our past results of operations as an indication of our future performance. Additional factors that could affect our results of operations include, but are not limited to:

- · our ability to adjust spending due to the multi-year development cycle for some of our products and services;
- · our ability to comply with our contractual obligations to customers;
- · our extended payment term arrangements with certain customers, the inability of some customers to make required payments, our ability to obtain credit insurance for customers with extended payment terms, and customer bad debt write-offs;
- · our vendors' payment requirements;
- · unanticipated costs associated with environmental liabilities; and
- · changes in financial accounting standards or interpretations of existing standards.

Any of the factors discussed above could prevent us from achieving our anticipated financial results. For example, we have granted and may continue to grant extended payment terms to some customers, particularly during macroeconomic downturns, which could impact our ability to collect payment. Our vendors have requested and may continue to ask for shorter payment terms, which may impact our cash flow generation. These arrangements reduce the cash we have available for general business operations. In addition, the pace of growth in our operating expenses and investments may lag our revenue growth, creating volatility or periods where profitability levels may not be sustainable. Failure to meet our expectations or the expectations of our investors or security analysts is likely to cause our stock price to decline, as it has in the past, or experience substantial price volatility.

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## Risks Related to Regulatory, Legal, Our Stock and Other Matters

## Our operations could be affected by the complex laws, rules and regulations to which our business is subject, and political and other actions may adversely impact our business.

We are subject to laws and regulations domestically and worldwide, affecting our operations in areas including, but not limited to, IP ownership and infringement; taxes; import and export requirements and tariffs; anti-corruption, including the Foreign Corrupt Practices Act; business acquisitions; foreign exchange controls and  cash  repatriation  restrictions;  data  privacy  requirements;  competition  and  antitrust;  advertising;  employment;  product  regulations;  cybersecurity; environmental,  health,  and  safety  requirements;  the  responsible  use  of  AI;  sustainability;  cryptocurrency;  and  consumer  laws.  Compliance  with  such requirements  can  be  onerous  and  expensive,  could  impact  our  competitive  position,  and  may  negatively  impact  our  business  operations  and  ability  to manufacture and ship our products. There can be no assurance that our employees, contractors, suppliers, customers or agents will not violate applicable laws or the policies, controls, and procedures that we have designed to help ensure compliance with such laws, and violations could result in fines, criminal sanctions against us, our officers, or our employees, prohibitions on the conduct of our business, and damage to our reputation. Changes to the laws, rules and regulations to  which  we  are  subject,  or  changes  to  their  interpretation  and  enforcement,  could  lead  to  materially  greater  compliance  and  other  costs  and/or  further restrictions on our ability to manufacture and supply our products and operate our business. For example, we may face increased compliance costs as a result of changes or increases in antitrust legislation, regulation, administrative rule making, increased focus from regulators on cybersecurity vulnerabilities and risks. Our position in markets relating to AI has led to increased interest in our business from regulators worldwide, including the European Union, the United States, the United Kingdom and China. For example, the French Competition Authority collected information from us regarding our business and competition in the graphics card and cloud service provider market as part of an ongoing inquiry into competition in those markets. We have also received requests for information from regulators in the European Union, the United Kingdom, and China regarding our sales of GPUs, our efforts to allocate supply, foundation models and our investments, partnerships and other agreements with companies developing foundation models, and we expect to receive additional requests for information in the  future.  Governments  and  regulators  are  considering  imposing  restrictions  on  the  hardware,  software,  and  systems  used  to  develop  frontier  foundation models and generative AI. If implemented, such restrictions could increase the costs and burdens to us and our customers, delay or halt deployment of new systems using our products, and reduce the number of new entrants and customers, negatively impacting our business and financial results. Revisions to laws or regulations or their interpretation and enforcement could also result in increased taxation, trade sanctions, the imposition of or increase to import duties or tariffs, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse effect on our business plans or impact the timing of our shipments. Additionally, changes in the public perception of governments in the regions where we operate or plan to operate could negatively impact our business and results of operations.

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

For example, in response to the war in Ukraine, the United States and other jurisdictions imposed economic sanctions and export control measures which blocked the passage of our products, services and support into Russia, Belarus, and certain regions of Ukraine. In fiscal year 2023, we stopped direct sales to Russia and closed business operations in Russia. Concurrently, the war in Ukraine has impacted sales in EMEA and may continue to do so in the future.

The increasing focus on the risks and strategic importance of AI technologies has resulted in regulatory restrictions that target products and services capable of enabling or facilitating AI and may in the future result in additional restrictions impacting some or all of our product and service offerings.

Concerns regarding third-party use of AI for purposes contrary to local governmental interests, including concerns relating to the misuse of AI applications, models, and solutions, has resulted in and could in the future result in unilateral or multilateral restrictions on products that can be used for training, modifying, tuning, and deploying LLMs. Such restrictions have limited and could in the future limit the ability of downstream customers and users worldwide to acquire, deploy and use systems that include our products, software, and services, and negatively impact our business and financial results.

Such restrictions could include additional unilateral or multilateral export controls on certain products or technology, including but not limited to AI technologies. As  geopolitical  tensions  have  increased,  semiconductors  associated  with AI,  including  GPUs  and  associated  products,  are  increasingly  the  focus  of  export control restrictions proposed by stakeholders in the U.S. and its allies. The United States has imposed unilateral controls restricting GPUs and associated

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products, and it is likely that additional unilateral or multilateral controls will be adopted. Such controls have been and may again be very broad in scope and application, prohibit us from exporting our products to any or all customers in one or more markets, including but not limited to China, and could negatively impact our manufacturing, testing and warehousing locations and options, or could impose other conditions that limit our ability to serve demand abroad and could  negatively  and  materially  impact  our  business,  revenue  and  financial  results.  Export  controls  targeting  GPUs  and  semiconductors  associated  with AI, which have been imposed and are increasingly likely to be further tightened, would further restrict our ability to export our technology, products, or services even though competitors may not be subject to similar restrictions, creating a competitive disadvantage for us and negatively impacting our business and financial results. Export controls targeting GPUs and semiconductors associated with AI have subjected and may in the future subject downstream users of our products to additional restrictions on the use, resale, repair, or transfer of our products, negatively impacting our business and financial results. Controls could negatively impact our cost and/or ability to provide services such as NVIDIA AI cloud services and could impact the cost and/or ability for our cloud service providers and customers to provide services to their end customers, even outside China.

Export controls could disrupt our supply chain and distribution channels, negatively impacting our ability to serve demand, including in markets outside China and for  our  gaming  products. The  possibility  of  additional  export  controls  has  negatively  impacted  and  may  in  the  future  negatively  impact  demand  for  our products, benefiting competitors that offer alternatives less likely to be restricted by further controls. Repeated changes in the export control rules are likely to impose compliance burdens on our business and our customers, negatively and materially impacting our business.

Increasing use of economic sanctions and export controls has impacted and may in the future impact demand for our products or services, negatively impacting our business and financial results. Reduced demand due to export controls could also lead to excess inventory or cause us to incur related supply charges. Additional unilateral  or  multilateral  controls  are  also  likely  to  include  deemed  export  control  limitations  that  negatively  impact  the  ability  of  our  research  and development  teams  to  execute  our  roadmap  or  other  objectives  in  a  timely  manner. Additional  export  restrictions  may  not  only  impact  our  ability  to  serve overseas markets, but also provoke responses from foreign governments, including China, that negatively impact our supply chain or our ability to provide our products and services to customers in all markets worldwide, which could also substantially reduce our revenue. Regulators in China have inquired about our sales  and  efforts  to  supply  the  China  market  and  our  fulfillment  of  the  commitments  we  entered  at  the  close  of  our  Mellanox  acquisition.  If  the  regulators conclude that we have failed to fulfill such commitments or we have violated any applicable law in China, we could be subject to various penalties or restrictions on our ability to conduct our business, any of which could have a material and adverse impact on our business, operating results and financial condition.

During the third quarter of fiscal  year  2023,  the  USG  announced export restrictions and export licensing requirements targeting China's semiconductor and supercomputing  industries.  These  restrictions  impact  exports  of  certain  chips,  as  well  as  software,  hardware,  equipment  and  technology  used  to  develop, produce and manufacture certain chips to China (including Hong Kong and Macau) and Russia, and specifically impact our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits. The licensing requirements also apply to any future NVIDIA integrated circuit achieving certain peak performance and chip-to-chip I/O performance thresholds, as well as any system or board that includes those circuits. There are also now licensing requirements to export a wide array of products, including networking products, destined for certain end users and for certain end uses in China. During the second quarter of fiscal year 2024, the USG also informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to, Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us that the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products. We have not received licenses to ship these restricted products to China.

Following these export controls, we transitioned some operations, including certain testing, validation, and supply and distribution operations out of China and Hong  Kong.  Any  future  transitions  could  be  costly  and  time  consuming,  and  adversely  affect  our  research  and  development  and  supply  and  distribution operations,  as  well  as  our  revenue,  during  any  such  transition  period.  We  are  working  to  expand  our  Data  Center  product  portfolio  to  offer  new  solutions, including those for which the USG does not require a license or advance notice before each shipment. To the extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer. However, the licensing process is time-consuming. We have no assurance that the USG will grant such a license or that the USG will act on the license application in a timely manner or at all. Even if a license is offered, it may impose burdensome conditions that we or our customer or end users cannot or decide not to accept. The USG is evaluating license requests in a closed process that does not have clear standards or an opportunity for review. For example, the Notified Advanced Computing, or 'NAC,' process has not resulted in approvals for exports of products  to  customers  in  China.  The  license  process  for  exports  to  D1  and  D4  countries  has  been  time-consuming  and  resulted  in  license  conditions  for countries outside China. The requirements have a disproportionate impact on NVIDIA and already have disadvantaged and may in the future

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disadvantage NVIDIA against certain of our competitors who sell products that are not subject to the new restrictions or may be able to acquire licenses for their products.

Management of these new licenses and other requirements is complicated and time consuming. Our competitive position has been harmed, and our competitive position and future results may be further harmed, over the long-term, if there are further changes in the USG's export controls, including further expansion of the geographic, customer, or product scope of the controls, if customers purchase product from competitors, if customers develop their own internal solution, if we are unable to provide contractual warranty or other extended service obligations, if the USG does not grant licenses in a timely manner or denies licenses to significant  customers  or  if  we  incur  significant  transition  costs.  Even  if  the  USG  grants  any  requested  licenses,  the  licenses  may  be  temporary  or  impose burdensome conditions that we or our customers or end users cannot or choose not to fulfill. The licensing requirements may benefit certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support efforts more cumbersome and less certain and encourage customers in China to pursue alternatives to our products, including semiconductor suppliers based in China, Europe, and Israel.

Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East. For example, the USG has already imposed conditions to limit the ability of foreign firms to create and offer as a service large-scale GPU clusters, for example by imposing license conditions on the use of products to be exported to certain countries, or by requiring chip tracking and throttling mechanisms that would disable or impair GPUs if certain system or use conditions are detected. The USG has already imposed export controls restricting certain gaming GPUs, and if the USG expands such controls  to  restrict  additional  gaming  products,  it  may  disrupt  a  significant  portion  of  our  supply  and  distribution  chain  and  negatively  impact  sales  of  such products to markets outside China, including the U.S. and Europe. Export controls may disrupt our supply and distribution chain for a substantial portion of our products, which are warehoused in and distributed from Hong Kong. Export controls restricting our ability to sell datacenter GPUs may also negatively impact demand for our networking products used in servers containing our GPUs. The USG may also impose export controls on our networking products, such as highspeed network interconnects, to limit the ability of downstream parties to create large clusters for frontier model training. Any new control that impacts a wider range of our products would likely have a disproportionate impact on NVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside  the  scope  of  such  control.  Excessive  or  shifting  export  controls  have  already  and  may  in  the  future  encourage  customers  outside  China  and  other impacted regions to 'design-out' certain U.S. semiconductors from their products to reduce the compliance burden and risk, and to ensure that they are able to serve markets worldwide. Excessive or shifting export controls have already encouraged and may in the future encourage overseas governments to request that our customers purchase from our competitors rather than NVIDIA or other U.S. firms, harming our business, market position, and financial results. As a result, excessive or shifting export controls may negatively impact demand for our products and services not only in China, but also in other markets, such as Europe, Latin America, and Southeast Asia. Excessive or shifting export controls increase the risk of investing in U.S. advanced semiconductor products, because by the time a new product is ready for market, it may be subject to new unilateral export controls restricting its sale. At the same time, such controls may increase investment in foreign competitors, which would be less likely to be restricted by U.S. controls.

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

Finally, our business depends on our ability to receive consistent and reliable supply from our overseas partners, especially in Taiwan. Any new restrictions that negatively impact our ability to receive supply of components, parts, or services from Taiwan, would negatively impact our business and financial results.

Increased scrutiny from shareholders, regulators and others regarding our corporate sustainability practices could result in additional costs or risks and adversely impact our reputation and willingness of customers and suppliers to do business with us.

Shareholder  advocacy  groups,  certain  investment  funds,  other  market  participants,  shareholders,  customers  and  government  regulators  have  focused increasingly on corporate sustainability practices and disclosures, including those associated with climate change and human rights. Stakeholders may not be satisfied with our corporate sustainability practices and goals or the speed of their adoption. Further, there is an increasing number of state-level initiatives in the U.S. that may conflict with other regulatory requirements or our various stakeholders' expectations. Additionally, our corporate sustainability practices, oversight of our practices or disclosure controls may not meet evolving shareholder,

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regulator  or  other  industry  stakeholder  expectations,  or  we  may  fail  to  meet  corporate  sustainability  disclosure  or  reporting  standards.  We  could  also  incur additional costs and require additional resources to monitor, report, and comply with various corporate sustainability practices, choose not to conduct business with  potential  customers,  or  discontinue  or  not  expand  business  with  existing  customers  due  to  our  policies. These  factors  may  negatively  harm  our  brand, reputation and business activities or expose us to liability.

## Issues relating to the responsible use of our technologies, including AI in our offerings, may result in reputational or financial harm and liability.

Concerns relating to the responsible use of new and evolving technologies, such as AI, in our products and services may result in reputational or financial harm and liability and may cause us to incur costs to resolve such issues. We are increasingly building AI capabilities and protections into many of our products and services, and we also offer stand-alone AI applications. AI poses emerging legal, social, and ethical issues and presents risks and challenges that could affect its adoption, and therefore our business. If we enable or offer solutions that draw controversy due to their perceived or actual impact on society, such as AI solutions that have unintended consequences, infringe copyright or rights of publicity, or are controversial because of their impact on human rights, privacy, employment or other social, economic or political issues, or if we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI models and systems offered through our sales channels, we may experience brand or reputational harm, competitive harm or legal liability. Complying with  multiple  regulations  from  different  jurisdictions  related  to AI  could  increase  our  cost  of  doing  business,  may  change  the  way  that  we  operate  in  certain jurisdictions, or may impede our ability to offer certain products and services in certain jurisdictions if we are unable to comply with regulations. Compliance with existing  and  proposed  government  regulation  of AI,  including  in  jurisdictions  such  as  the  European  Union  as  well  as  under  any  U.S.  regulation  adopted  in response to the Biden administration's Executive Order on AI, may also increase the cost of related research and development, and create additional reporting and/or transparency requirements. For example, regulation adopted in response to the Executive Order on AI could require us to notify the USG of certain safety test results and other information. Furthermore, changes in AI-related regulation could disproportionately impact and disadvantage us and require us to change our business practices, which may negatively impact our financial results. Our failure to adequately address concerns and regulations relating to the responsible use of AI by us or others could undermine public confidence in AI and slow adoption of AI in our products and services or cause reputational or financial harm.

## Actions to adequately protect our IP rights could result in substantial costs to us and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.

From time to time, we are involved in lawsuits or other legal proceedings alleging patent infringement or other IP rights violations by us, our employees or parties that we have agreed to indemnify. An unfavorable ruling could include significant damages, invalidation of one or more patents, indemnification of third parties, payment of lost profits, or injunctive relief. Claims that our products or processes infringe the IP rights of others, regardless of their merit, could cause us to incur significant costs to respond to, defend, and resolve such claims, and they may also divert the efforts and attention of management and technical personnel.

We may commence legal proceedings to protect our IP rights, which may increase our operating expenses. We could be subject to countersuits as a result. If infringement claims are made against us or our products are found to infringe a third party's IP, we or one of our indemnitees may have to seek a license to the third party's IP rights. If we or one of our indemnitees is unable to obtain such a license on acceptable terms or at all, we could be subject to substantial liabilities or have to suspend or discontinue the manufacture and sale of one or more of our products. We may also have to make royalty or other payments or cross license our technology. If these arrangements are not concluded on commercially reasonable terms, our business could be negatively impacted. Furthermore, the indemnification of a customer or other indemnitee may increase our operating expenses and negatively impact our operating results.

We rely on patents, trademarks, trade secrets, employee and third-party nondisclosure agreements, licensing arrangements and the laws of the countries in which we operate to protect our IP. Foreign laws may not protect our products or IP rights to the same extent as United States law. This makes the possibility of piracy of our technology and products more likely. The theft or unauthorized use or publication of our trade secrets and other confidential information could harm our competitive position and reduce acceptance of our products; as a result, the value of our investment in research and development, product development and marketing could be reduced. We also may face risks to our IP if our employees are hired by competitors. We continuously assess whether and where to seek formal protection for existing and new innovations and technologies but cannot be certain whether our applications for such protections will be approved, and, if approved, whether they will be enforceable.

We are subject to stringent and changing data privacy and security laws, rules, regulations and other obligations. These areas could damage our reputation, deter current and potential customers, affect our product design, or result in legal or regulatory proceedings and liability.

We process sensitive, confidential or personal data or information that is subject to privacy and security laws, regulations, industry standards, external and internal policies, contracts and other obligations that govern the processing of such data by us and on our behalf. Concerns about our practices or the ultimate use of our products and services with regard

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to the collection, use, retention, security or disclosure of personal information or other privacy-related matters, including for use in AI, even if unfounded, could damage our reputation and adversely affect our operating results. The theft, loss or misuse of personal data in our possession or by one of our partners could result in damage to our reputation, regulatory proceedings, disruption of our business activities or increased security costs and costs related to defending legal claims.

In the United States, federal, state and local authorities have enacted numerous data privacy and security laws, including for data breach notification, personal data privacy and consumer protection. In the past few years, numerous U.S. states have enacted comprehensive privacy laws that impose certain obligations on covered businesses, including providing specific disclosures in privacy notices and affording residents with certain rights concerning their personal data. As applicable, such rights may include the right to access, correct, or delete certain personal data, and to opt-out of certain data processing activities, such as targeted advertising, profiling and automated decision-making. The exercise of these rights may impact our business and ability to provide our products and services. Certain states also impose stricter requirements for processing certain personal data, including sensitive information, such as conducting data privacy impact assessments. These state laws allow for statutory fines for noncompliance. For example, the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020, or CPRA, or collectively the CCPA, gives California residents the right to access, delete and opt-out of certain sharing of their personal information, and to receive detailed information about how it is used and shared. The CCPA provides for fines of up to $7,500 per intentional violation and the law created a private right of action for certain data breaches. Similar laws are being considered in several other states, as well as at the federal and local levels. Additionally, several states and localities have enacted measures related to the use of artificial intelligence and machine learning in products and services. If we become subject to additional data privacy laws, the risk of enforcement action against us could increase.

Worldwide regulatory authorities are also considering and have approved various legislative proposals concerning data protection. The European Union adopted the General Data Protection Regulation, or GDPR, and the United Kingdom similarly adopted the U.K. GDPR, governing the strict handling of personal data of persons within the European Economic Area, or EEA, and the United Kingdom, respectively, including its use and protection and the ability of persons whose data is stored to access, correct, and delete such data about themselves. If we are found not to comply, we could be subject to penalties of up to €20 million or 4% of worldwide revenue, whichever is greater, and classes of individuals or consumer protection organizations may initiate litigation related to our processing of their personal data. Furthermore, the EU AI Act could impose onerous obligations that may disproportionately impact and disadvantage us and require us to change our business practices.

In the ordinary course of business, we may transfer personal data from Europe, China, and other jurisdictions to the United States or other countries. Certain jurisdictions  have  enacted  data  localization  laws  and  cross-border  personal  data  transfer  laws.  For  example,  the  GDPR  generally  restricts  the  transfer  of personal data to countries outside of the EEA. The European Commission released a set of 'Standard Contractual Clauses' designed for entities to validly transfer personal data out of the EEA to jurisdictions that the European Commission has not found to provide an adequate level of protection, including the United  States.  Additionally,  the  U.K.'s  International  Data  Transfer  Agreement  /  Addendum,  as  well  as  the  EU-U.S.  Data  Privacy  Framework  and  the  U.K. extension thereto (which allows for transfers to relevant U.S.-based organizations who self-certify compliance and participate in the Framework) are mechanisms that may be used to transfer personal data from the EEA and U.K. to the United States. However, these mechanisms are subject to legal challenges, and there is no assurance that we can satisfy or rely on these measures to lawfully transfer personal data to the United States. Other jurisdictions have enacted or are considering similar cross-border personal data transfer laws and local personal data residency laws, any of which would increase the cost and complexity of doing  business  and  could  result  in  fines  from  regulators.  For  example,  China's  law  imposes  various  requirements  relating  to  data  processing  and  data localization. Data broadly defined as important under China's law, including personal data, may not be transferable outside of China without prior assessment and approval by the Cyberspace Administration of China, or CAC. Compliance with these requirements, including CAC assessments and any deemed failures of such assessments, could cause us to incur liability, prevent us from using data collected in China or impact our ability to transfer data outside of China. The inability to import personal data to the United States could significantly and negatively impact our business operations, limit our ability to collaborate with parties that are subject to European, China and other data privacy and security laws, or require us to increase our personal data processing capabilities in Europe and/or  elsewhere at  significant  expense.  Some  European  regulators  have  prevented  companies  from  transferring  personal  data  out  of  Europe  for  allegedly violating the GDPR's cross-border data transfer limitations, which could negatively impact our business.

We may also be bound by contractual obligations related to data privacy and security, and our efforts to comply with such obligations may not be successful or may be claimed to be non-compliant. For example, certain privacy laws, such as the GDPR and the CCPA, require our customers to impose specific contractual restrictions on their service providers. We sometimes host personal data in collaboration with our customers, and if a breach exposed or altered that personal data, it could harm those customer relationships and subject us to litigation, regulatory action, or fines. We publish privacy policies, marketing materials and other statements, such as compliance with certain certifications or self-regulatory principles, regarding data privacy and security. If these policies, materials or statements  are  found  to  be  deficient,  lacking  in  transparency,  deceptive,  unfair  or  misrepresentative  of  our  practices,  we  may  be  subject  to  investigation, enforcement actions by regulators or other adverse consequences.

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

## We may have exposure to additional tax liabilities and our operating results may be adversely impacted by changes in tax laws, higher than expected tax rates and other tax-related factors.

We are subject to complex income tax laws and regulations, as well as non-income-based taxes, in various jurisdictions. Significant judgment is required in determining our worldwide provision for income taxes and other tax liabilities. We are regularly under audit by tax authorities in different jurisdictions. Although we believe our tax estimates are reasonable, any adverse outcome could increase our worldwide effective tax rate, increase the amount of non-income taxes imposed on our business, and harm our financial position, results of operations, net income, and cash flows.

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

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

## Our business is exposed to the risks associated with litigation, investigations and regulatory proceedings.

We currently  and  will  likely  continue  to  face  legal,  administrative  and  regulatory  proceedings,  claims,  demands  and/or  investigations  involving  shareholder, consumer, competition and/or other issues relating to our business. For example, we are defending a securities class action lawsuit from multiple shareholders asserting claims that we and certain of our officers made false and/or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand in 2017 and 2018. Litigation and regulatory proceedings are inherently uncertain, and adverse rulings could occur, including monetary damages  or  fines,  or  an  injunction  stopping  us  from  manufacturing  or  selling  certain  products,  engaging  in  certain  business  practices,  or  requiring  other remedies, such as compulsory licensing of patents. An unfavorable outcome or settlement may result in a material adverse impact. Regardless of the outcome, litigation can be costly, time-consuming, and disruptive to our operations.

## Our indebtedness could adversely affect our financial position and cash flows from operations, and prevent us from implementing our strategy or fulfilling our contractual obligations.

As of January 28, 2024, we had net outstanding a total of $9.7 billion in notes due by 2060. As each series of senior notes matures, unless redeemed or repurchased, we must repay or refinance the notes. If we decide to refinance, we may receive less favorable terms, or we may be unable to refinance at all, which may adversely affect our financial condition. We also have a $575 million commercial paper program.

Maintenance  of  our  current  and  future  indebtedness  and  contractual  restrictions  could  cause  us  to  dedicate  a  substantial  portion  of  our  cash  flows  from operations  towards  debt  service  obligations  and  principal  repayments;  increase  our  vulnerability  to  adverse  changes  in  general  economic,  industry  and competitive conditions; limit our flexibility regarding changes in our business and our industry; impair our ability to obtain future financing; and restrict our ability to grant liens on property, enter into certain mergers, dispose of our assets, or materially change our business.

Our ability to comply with the covenants in our indenture may be affected by events beyond our control. If we breach any of the covenants without a waiver from the note holders or lenders, then any outstanding indebtedness may be declared

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immediately due and payable. Changes to our credit rating may negatively impact the value and liquidity of our securities, restrict our ability to obtain future financing and affect the terms of any such financing.

## Delaware law and our certificate of incorporation, bylaws and agreement with Microsoft could delay or prevent a change in control.

The anti-takeover provisions of the Delaware General Corporation Law may discourage, delay, or prevent a change in control. Provisions in our certificate of incorporation and bylaws could make it more difficult for a third party to acquire a majority of our outstanding stock. These provisions include the ability of our Board of Directors to create and issue preferred stock, change the number of directors, and to make, amend or repeal our bylaws without prior shareholder approval;  the  inability  of  our  shareholders  to  act  by  written  consent  or  call  special  meetings;  advance  notice  requirements  for  director  nominations  and shareholder proposals; and a super-majority voting requirement to amend some provisions in our certificate of incorporation and bylaws. Under our agreement with Microsoft for the Xbox, if someone makes an offer to purchase at least 30% of our outstanding common stock, Microsoft may have first and last rights of refusal to purchase the stock. These provisions could delay or prevent a change in control of NVIDIA, discourage proxy contests, and make it more difficult for shareholders to elect directors of their choosing and to cause us to take other corporate actions they desire.

## Item 1B. Unresolved Staff Comments

Not applicable.

## Item 1C. Cybersecurity

## Risk management and strategy

We have in place certain infrastructure, systems, policies, and procedures that are designed to proactively and reactively address circumstances that arise when unexpected events such as a cybersecurity incident occur. These include processes for assessing, identifying, and managing material risks from cybersecurity threats. Our information security management program generally follows processes outlined in frameworks such as the ISO 27001 international standard for Information Security and we evaluate and evolve our security measures as appropriate. We consult with external parties, such as cybersecurity firms and risk management and governance experts, on risk management and strategy.

Identifying,  assessing,  and  managing  cybersecurity  risk  is  integrated  into  our  overall  risk  management  systems  and  processes,  and  we  have  in  place cybersecurity and data privacy training and policies designed to (a) respond to new requirements in global privacy laws and (b) prevent, detect, respond to, mitigate and recover from identified and significant cybersecurity threats.

We also have a vendor risk assessment process consisting of the distribution and review of supplier questionnaires designed to help us evaluate cybersecurity risks that we may encounter when working with third parties that have access to confidential and other sensitive company information. We take steps designed to ensure that such vendors have implemented data privacy and security controls that help mitigate the cybersecurity risks associated with these vendors. We routinely assess our high-risk suppliers' conformance to industry standards (e.g., ISO 27001, ISO 28001, and C-TPAT), and we evaluate them for additional information, product, and physical security requirements.

Refer to 'Item 1A. Risk factors' in this annual report on Form 10-K for additional information about cybersecurity-related risks.

## Governance

Information  security  matters,  including  managing  and  assessing  risks  from  cybersecurity  threats,  remain  under  the  oversight  of  the  Company's  Board  of Directors, or the Board. The Audit Committee of the Board, or the Audit Committee, also reviews the adequacy and effectiveness of the Company's information security policies and practices and the internal controls regarding information security risks. The Audit Committee receives regular information security updates from  management, including our Chief Security  Officer  and  members  of  our  security  team. The  Board  also  receives  annual  reports  on  information  security matters from our Chief Security Officer and members of our security team.

Our security  efforts  are  managed  by  a  team  of  executive  cybersecurity,  IT,  engineering,  operations,  and  legal  professionals.  We  have  established  a  crossfunctional  leadership  team,  consisting  of  executive-level  leaders,  that  meets  regularly  to  review  cybersecurity  matters  and  evaluate  emerging  threats.  With oversight and guidance provided by the cross-functional leadership team, our information security teams refine our practices to address emerging security risks and  changes  in  regulations.  Our  executive-level  leadership  team  also  participates  in  cybersecurity  incident  response  efforts  by  engaging  with  the  incident response team and helping direct the company's response to and assessment of certain cybersecurity incidents.

We have designated a Chief Security Officer that reports to our Senior Vice President of Software Engineering to manage our assessment and management of material risks from cybersecurity threats. Our Chief Security Officer's cybersecurity expertise includes over 17 years of combined government and private sector assignments.

## Item 2. Properties

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

## Item 3. Legal Proceedings

Please see Note 13 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of our legal proceedings.

## Item 4. Mine Safety Disclosures

Not applicable.

## Part II

## Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the Nasdaq Global Select Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999. Prior to that, there was no public market for our common stock. As of February 16, 2024, we had approximately 382 registered shareholders, not including those shares held in street or nominee name.

## Issuer Purchases of Equity Securities

In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $22.5 billion.

The repurchases can be made in the open market, in privately negotiated transactions, pursuant to a Rule 10b5-1 trading plan or in structured share repurchase programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal  requirements,  and  other  factors.  The  program  does  not  obligate  NVIDIA  to  acquire  any  particular  amount  of  common  stock  and  the  program  may  be suspended at any time at our discretion.

In fiscal year 2024, we paid $395 million in quarterly cash dividends. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2024:

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| Period                                |   Total Number of Shares Purchased (In millions) | Average Price Paid per Share   |   Total Number of Shares Purchased as Part of Publicly Announced Program (In millions) | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions)   |
|---------------------------------------|--------------------------------------------------|--------------------------------|----------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|
| October 30, 2023 - November 26, 2023  |                                              0.9 | $ 464.39                       |                                                                                0.9 | $ 24.8                                                                                |
| November 27, 2023 - December 24, 2023 |                                              1.1 | $ 477.26                       |                                                                                1.1 | $ 24.3                                                                                |
| December 25, 2023 - January 28, 2024  |                                              3.3 | $ 540.85                       |                                                                                3.3 | $ 22.5                                                                                |
| Total                                 |                                              5.3 |                                |                                                                                5.3 |                                                                                |

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

## Restricted Stock Unit Share Withholding

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

approximately  7  million  shares  for  a  total  value  of  $2.8  billion  through  net  share  settlements.  Refer  to  Note  4  of  the  Notes  to  the  Consolidated  Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion regarding our equity incentive plans.

## Stock Performance Graphs

The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January 28, 2024. The graph assumes that $100 was invested on January 27, 2019 in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index. Our common stock is a component of each of the presented indices. Total return assumes reinvestment of dividends in each of the indices indicated. Total return is based on historical results and is not intended to indicate future performance.

*$100 invested on 1/27/19 in stock and in indices, including reinvestment of dividends.

![Image](nvidia_10k_2024_artifacts/image_000001_cec90e7c6e6c88dfadbe1a7c8ccbfbdbb2c10c920d0fc5c3dc9b3389451a186c.png)

Source: FactSet financial data and analytics.

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|                    | 1/27/2019   | 1/26/2020   | 1/31/2021   | 1/30/2022   | 1/29/2023   | 1/28/2024   |
|--------------------|-------------|-------------|-------------|-------------|-------------|-------------|
| NVIDIA Corporation | $ 100.00    | $ 157.02    | $ 326.26    | $ 574.15    | $ 512.40    | $ 1,536.28  |
| S&P 500            | $ 100.00    | $ 126.17    | $ 144.83    | $ 175.25    | $ 163.63    | $ 199.83    |
| Nasdaq 100         | $ 100.00    | $ 136.15    | $ 194.20    | $ 218.68    | $ 185.67    | $ 268.13    |

## Item 6. [Reserved]

## Table of Contents

## Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The  following  discussion  and  analysis  of  our  financial  condition  and  results  of  operations  should  be  read  in  conjunction  with  'Item  1A.  Risk  Factors',  our Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Annual Report on Form 10-K, before deciding to purchase, hold or sell shares of our common stock.

## Overview

## Our Company and Our Businesses

NVIDIA  pioneered  accelerated  computing  to  help  solve  the  most  challenging  computational  problems.  Since  our  original  focus  on  PC  graphics,  we  have expanded to several other large and important computationally intensive fields. NVIDIA has leveraged its GPU architecture to create platforms for accelerated computing, AI solutions, scientific computing, data science, AV, robotics, metaverse and 3D internet applications.

Our two operating segments are "Compute & Networking" and "Graphics." Refer to Note 17 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

## Recent Developments, Future Objectives and Challenges

## Demand and Supply, Product Transitions, and New Products and Business Models

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

We build finished products and maintain inventory in advance of anticipated demand. While we have entered into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs, or our long-term demand expectations may change. These risks may increase as we shorten our product development cycles, enter new lines of business, or integrate new suppliers or components into our supply chain, creating additional supply chain complexity.

Product transitions are complex as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to ship and support  new  products.  Due  to  our  product  introduction  cycles,  we  are  almost  always  in  various  stages  of  transitioning  the  architecture  of  our  Data  Center, Professional Visualization, and Gaming products. We will have a broader and faster Data Center product launch cadence to meet a growing and diverse set of AI opportunities. The increased frequency of these transitions may magnify the challenges associated with managing our supply and demand due to manufacturing lead times. Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can create reductions or volatility in our revenue. The increasing frequency and complexity of newly introduced products could result in quality or production issues that could increase inventory provisions, warranty or other costs or result in product delays. Deployment of new products to customers creates additional challenges due to the complexity of our technologies, which has impacted and may in the future impact the timing of customer purchases or otherwise impact our demand. While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult, may impair our ability to predict demand and impact our supply mix, and we may incur additional costs.

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

## Table of Contents

## Global Trade

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

In  July  2023,  the  USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certain customers and other regions, including some countries in the Middle East.

In October 2023, the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports to China and Country Groups D1, D4, and D5 (including but not limited to Saudi Arabia, the United Arab Emirates, and Vietnam, but excluding Israel) of our products exceeding certain performance thresholds, including A100, A800, H100, H800, L4, L40, L40S and RTX 4090. The licensing requirements also apply to the export of products exceeding certain performance thresholds to a party headquartered in, or with an ultimate parent headquartered in, Country Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were effective immediately for shipments of our A100, A800, H100, H800, and L40S products. Our sales to China decreased as a percentage of total Data Center revenue from 19% in fiscal year 2023 to 14% in fiscal year 2024.

We have not received licenses to ship these restricted products to China. We are working to expand our Data Center product portfolio to offer new solutions, including those for which the USG does not require a license or advance notice before each shipment. We have started to ship alternatives to the China market in small volumes. China represented a mid-single digit percentage of our Data Center revenue in the fourth quarter of fiscal year 2024 due to USG licensing requirements and we expect China to be in a similar range in the first quarter of fiscal year 2025. To the extent that a customer requires products covered by the licensing requirements, we may seek a license for the customer but have no assurance that the USG will grant such a license, or that the USG will act on the license application in a timely manner or at all.

Our competitive position has been harmed, and our competitive position and future results may be further harmed in the long term, if there are further changes in the USG's export controls. Given the increasing strategic importance of AI and rising geopolitical tensions, the USG has changed and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensing requirements, negatively impacting our business and financial results. In the event of such change, we may be unable to sell our inventory of such products and may be unable to develop replacement products not subject to the licensing requirements, effectively excluding us from all or part of the China market, as well as other impacted markets, including the Middle East.

While we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia-Pacific region, new and existing export controls or changes to existing export controls could limit alternative manufacturing locations and negatively impact our business. Refer to 'Item 1A. Risk Factors - Risks Related to Regulatory, Legal, Our Stock and Other Matters' for a discussion of this potential impact.

## Macroeconomic Factors

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

## Israel and Hamas Conflict

We are monitoring the impact of the geopolitical conflict in and around Israel on our operations, including the health and safety of our approximately 3,700 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our operating expenses in fiscal year 2024 include expenses for financial support to impacted employees and charitable activity. We believe our global supply chain for our networking products has not experienced any significant impact. Further, in connection with the conflict, a substantial number of our employees in the region have been called-up for active military duty in Israel. Accordingly, some of our employees in Israel have been absent for an extended period and they or others may continue to be absent, which may cause disruption to our product development or operations. We did not experience any significant impact or expense to our business; however, if the conflict is further extended, it could impact future product development, operations, and revenue or create other uncertainty for our business.

## Fiscal Year 2024 Summary

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|                              | Year Ended                             | Year Ended                             | Year Ended                             |
|------------------------------|----------------------------------------|----------------------------------------|----------------------------------------|
|                              | Jan 28, 2024                           | Jan 29, 2023                           | Change                                 |
|                              | ($ in millions, except per share data) | ($ in millions, except per share data) | ($ in millions, except per share data) |
| Revenue                      | $ 60,922                               | $ 26,974                               | Up 126%                                |
| Gross margin                 | 72.7 %                                 | 56.9 %                                 | Up 15.8 pts                            |
| Operating expenses           | $ 11,329                               | $ 11,132                               | Up 2%                                  |
| Operating income             | $ 32,972                               | $ 4,224                                | Up 681%                                |
| Net income                   | $ 29,760                               | $ 4,368                                | Up 581%                                |
| Net income per diluted share | $ 11.93                                | $ 1.74                                 | Up 586%                                |

We  specialize  in  markets  where  our  computing  platforms  can  provide  tremendous  acceleration  for  applications.  These  platforms  incorporate  processors, interconnects, software, algorithms, systems, and services to deliver unique value. Our platforms address four large markets where our expertise is critical: Data Center, Gaming, Professional Visualization, and Automotive.

Revenue for fiscal year 2024 was $60.9 billion, up 126% from a year ago.

Data Center revenue for fiscal year 2024 was up 217%. Strong demand was driven by enterprise software and consumer internet applications, and multiple industry verticals including automotive, financial services, and healthcare. Customers across industry verticals access NVIDIA AI infrastructure both through the cloud and on-premises. Data Center compute revenue was up 244% in the fiscal year. Networking revenue was up 133% in the fiscal year.

Gaming revenue for fiscal year 2024 was up 15%. The increase reflects higher sell-in to partners following the normalization of channel inventory levels and growing demand.

Professional Visualization revenue for fiscal year 2024 was up 1%.

Automotive revenue for the fiscal year 2024 was up 21%. The increase primarily reflected growth in self-driving platforms.

Gross margin increased in fiscal year 2024, primarily driven by Data Center revenue growth and lower net inventory provisions as a percentage of revenue.

Operating expenses increased for fiscal year 2024, driven by growth in employees and compensation increases. Fiscal year 2023 also included a $1.4 billion acquisition termination charge related to the proposed Arm transaction.

## Market Platform Highlights

Data Center revenue for fiscal year 2024 was $47.5 billion, up 217% from fiscal year 2023. In Data Center, we launched AI inference platforms that combine our full-stack inference software with NVIDIA Ada, NVIDIA Hopper and NVIDIA Grace Hopper processors optimized for generative AI, LLMs and other AI workloads. We introduced NVIDIA DGX Cloud and AI Foundations to help businesses create and operate custom large language models and generative AI models. As AV algorithms move to video transformers, and more cars are equipped with cameras, we expect NVIDIA's automotive data center processing demand to grow significantly. We estimate that in fiscal year 2024, approximately 40% of Data Center revenue was for AI inference. In the fourth quarter of fiscal year 2024, large cloud providers represented more than half of our Data Center revenue, supporting both internal workloads and external customers. We announced NVIDIA Spectrum-X, an accelerated networking platform for AI.

Gaming revenue for fiscal year 2024 was $10.4 billion, up 15% from fiscal year 2023. In Gaming, we launched the GeForce RTX 4060 and 4070 GPUs based on the NVIDIA Ada Lovelace architecture. We announced NVIDIA Avatar Cloud Engine for Games, a custom AI model foundry service using AI-powered natural language interactions to transform games and launched DLSS 3.5 Ray Reconstruction. Additionally, we released TensorRT-LLM for Windows and launched GeForce RTX 40-Series SUPER GPUs. Gaming reached a milestone of 500 AI-powered RTX games and applications utilizing NVIDIA DLSS, ray tracing and other NVIDIA RTX technologies.

Professional Visualization revenue for fiscal year 2024 was $1.6 billion, up 1% from fiscal year 2023. In Professional Visualization, we announced new GPUs based on the NVIDIA RTX Ada Lovelace architecture, and announced NVIDIA Omniverse Cloud, a fully managed service running in Microsoft Azure, for the development and deployment of industrial metaverse applications.

Automotive revenue for fiscal year 2024 was $1.1 billion, up 21% from fiscal year 2023. In Automotive, we announced a partnership with MediaTek, which will develop mainstream automotive systems on chips for global OEMs integrating a new NVIDIA GPU chiplet IP for AI and graphics. We furthered our collaboration with Foxconn to develop next-generation

## Table of Contents

electric vehicles, and announced further adoption of NVIDIA DRIVE platform with BYD, XPENG, GWM, Li Auto, ZEEKR and Xiaomi.

## Critical Accounting Estimates

Our  consolidated  financial  statements  are  prepared  in  accordance  with  accounting  principles  generally  accepted  in  the  United  States,  or  U.S.  GAAP.  The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, cost of revenue,  expenses  and  related  disclosure  of  contingencies.  Critical  accounting  estimates  are  those  estimates  that  involve  a  significant  level  of  estimation uncertainty and could have a material impact on our financial condition or results of operations. We have critical accounting estimates in the areas of inventories, revenue recognition, and income taxes. Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a summary of significant accounting policies.

## Inventories

We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess inventory, and for excess product purchase commitments. Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions, which requires management judgment.

Situations that may result in excess or obsolete inventory or excess product purchase commitments include changes in business and economic conditions, changes in market conditions,  sudden  and  significant  decreases  in  demand  for  our  products,  inventory  obsolescence  because  of  changing  technology  and customer requirements, new product introductions resulting in less demand for existing products or inconsistent spikes in demand, failure to estimate customer demand properly, ordering in advance of historical lead-times, government regulations and the impact of changes in future demand, or increase in demand for competitive products, including competitive actions. Cancellation or deferral of customer purchase orders could result in our holding excess inventory.

The net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of 2.7% in fiscal year 2024 and 7.5% in fiscal year 2023. Our inventory and capacity purchase commitments are based on forecasts of future customer demand. We account for our third-party manufacturers' lead times and constraints. Our manufacturing lead times can be and have been long, and in some cases, extended beyond twelve months for some products. We may place non-cancellable inventory orders for certain product components in advance of our historical lead times, pay premiums and provide deposits to secure future supply and capacity. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products.

Refer to the Gross Profit and Gross Margin discussion below in this Management's Discussion and Analysis for further discussion.

## Income Taxes

We are subject to income taxes in the U.S. and foreign jurisdictions. Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities may change based, in  part,  on  added  certainty  or  finality  to  an  anticipated  outcome,  changes  in  accounting  standards  or  tax  laws  in  the  U.S.  or  foreign  jurisdictions  where  we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

As of the end of fiscal years 2024 and 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

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

## Table of Contents

## Revenue Recognition

## Revenue Allowances

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

We account for customer programs, which involve rebates and marketing development funds, as a reduction in revenue and accrue for such programs based on the  amount  we  expect  to  be  claimed  by  customers.  Certain  customer  programs  include  distributor  price  incentives  or  other  channel  programs  for  specific products and customer classes which require judgement as to whether the applicable incentives will be attained. Estimates for customer program accruals include a combination of historical attainment and claim rates and may be adjusted based on relevant internal and external factors.

## License and Development Arrangements

Revenue from License and Development Arrangements is recognized over the period in which the development services are performed. Each fiscal reporting period, we measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project. Estimated total cost for each project includes a forecast of internal engineer personnel time expected to be incurred and other third-party costs as applicable.

## Contracts with Multiple Performance Obligations

Our contracts may contain more than one performance obligation. Judgement is required in determining whether each performance obligation within a customer contract is distinct. Except for License and Development Arrangements, NVIDIA products and services function on a standalone basis and do not require a significant amount of integration or interdependency. Therefore, multiple performance obligations contained within a customer contract are considered distinct and are not combined for revenue recognition purposes.

We allocate the total transaction price to each distinct performance obligation in a multiple performance obligations arrangement on a relative standalone selling price basis. In certain cases, we can establish standalone selling price based on directly observable prices of products or services sold separately in comparable circumstances to similar  customers.  If  standalone  selling  price  is  not  directly  observable,  such  as  when  we  do  not  sell  a  product  or  service  separately,  we determine standalone selling price based on market data and other observable inputs.

## Change in Accounting Estimate

In  February 2023, we assessed the useful lives of our property, plant, and equipment. Based on advances in technology and usage rate, we increased the estimated  useful  life  of  a  majority  of  the  server,  storage,  and  network  equipment  from  three  years  to  a  range  of  four  to  five  years,  and  assembly  and  test equipment from five years to seven years. The estimated effect of this change for fiscal year 2024 was a benefit of $33 million and $102 million for cost of revenue and operating expenses, respectively, which resulted in an increase in operating income of $135 million and net income of $114 million after tax, or $0.05 per both basic and diluted share.

## Results of Operations

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

The following table sets forth, for the periods indicated, certain items in our Consolidated Statements of Income expressed as a percentage of revenue.

Table of Contents

|                                   | Year Ended   | Year Ended   |
|-----------------------------------|--------------|--------------|
|                                   | Jan 28, 2024 | Jan 29, 2023 |
| Revenue                           | 100.0 %      | 100.0 %      |
| Cost of revenue                   | 27.3         | 43.1         |
| Gross profit                      | 72.7         | 56.9         |
| Operating expenses                |              |              |
| Research and development          | 14.2         | 27.2         |
| Sales, general and administrative | 4.4          | 9.1          |
| Acquisition termination cost      | -            | 5.0          |
| Total operating expenses          | 18.6         | 41.3         |
| Operating income                  | 54.1         | 15.6         |
| Interest income                   | 1.4          | 1.0          |
| Interest expense                  | (0.4)        | (1.0)        |
| Other, net                        | 0.4          | (0.1)        |
| Other income (expense), net       | 1.4          | (0.1)        |
| Income before income tax          | 55.5         | 15.5         |
| Income tax expense (benefit)      | 6.6          | (0.7)        |
| Net income                        | 48.9 %       | 16.2 %       |

## Reportable Segments

## Revenue by Reportable Segments

|                      | Year Ended      | Year Ended      | Year Ended      | Year Ended      |
|----------------------|-----------------|-----------------|-----------------|-----------------|
|                      | Jan 28, 2024    | Jan 29, 2023    | $ Change        | % Change        |
|                      | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |
| Compute & Networking | $ 47,405        | $ 15,068        | $ 32,337        | 215 %           |
| Graphics             | 13,517          | 11,906          | 1,611           | 14 %            |
| Total                | $ 60,922        | $ 26,974        | $ 33,948        | 126 %           |

## Operating Income by Reportable Segments

|                      | Year Ended      | Year Ended      | Year Ended      | Year Ended      |
|----------------------|-----------------|-----------------|-----------------|-----------------|
|                      | Jan 28, 2024    | Jan 29, 2023    | $ Change        | % Change        |
|                      | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |
| Compute & Networking | $ 32,016        | $ 5,083         | $ 26,933        | 530 %           |
| Graphics             | 5,846           | 4,552           | 1,294           | 28 %            |
| All Other            | (4,890)         | (5,411)         | 521             | (10)%           |
| Total                | $ 32,972        | $ 4,224         | $ 28,748        | 681 %           |

Compute & Networking revenue - The year-on-year increase was due to higher Data Center revenue. Compute grew 266% due to higher shipments of the NVIDIA Hopper GPU computing platform for the training and inference of LLMs, recommendation engines and generative AI applications. Networking was up 133% due to higher shipments of InfiniBand.

Graphics revenue - The year-on-year increase was led by growth in Gaming of 15% driven by higher sell-in to partners following the normalization of channel inventory levels.

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

All Other operating loss - The year-on-year decrease was due to the $1.4 billion Arm acquisition termination cost in fiscal year 2023, partially offset by a $839 million increase in stock-based compensation expense in fiscal year 2024.

## Concentration of Revenue

Revenue by geographic region is designated based on the billing location even if the revenue may be attributable to end customers, such as enterprises and gamers in a different location. Revenue from sales to customers outside of the United States accounted for 56% and 69% of total revenue for fiscal years 2024 and 2023, respectively.

Our  direct  and  indirect  customers  include  public  cloud,  consumer  internet  companies,  enterprises,  startups,  public  sector  entities,  OEMs,  ODMs,  system integrators, AIB, and distributors.

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

One indirect customer which primarily purchases our products through system integrators and distributors, including through Customer A, is estimated to have represented approximately 19% of total revenue for fiscal year 2024, attributable to the Compute & Networking segment.

Our estimated Compute & Networking demand is expected to remain concentrated.

There were no customers with 10% or more of total revenue for fiscal years 2023 and 2022.

## Gross Profit and Gross Margin

Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors, including wafer fabrication,  assembly,  testing  and  packaging,  board  and  device  costs,  manufacturing  support  costs,  including  labor  and  overhead  associated  with  such purchases, final test yield fallout, inventory and warranty provisions, memory and component costs, tariffs, and shipping costs. Cost of revenue also includes acquisition-related  costs,  development  costs  for  license  and  service  arrangements,  IP-related  costs,  and  stock-based  compensation  related  to  personnel associated with manufacturing operations.

Our overall gross margin increased to 72.7% in fiscal year 2024 from 56.9% in fiscal year 2023. The year over year increase was primarily due to strong Data Center revenue growth of 217% and lower net inventory provisions as a percentage of revenue.

Provisions  for  inventory  and  excess  inventory  purchase  obligations  totaled  $2.2  billion  for  both  fiscal  years  2024  and  2023.  Sales  of  previously  reserved inventory or settlements of excess inventory purchase obligations resulted in a provision release of $540 million and $137 million for fiscal years 2024 and 2023, respectively. The net effect on our gross margin was an unfavorable impact of 2.7% and 7.5% in fiscal years 2024 and 2023, respectively.

## Operating Expenses

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|                                            | Year Ended      | Year Ended      | Year Ended      | Year Ended      |
|--------------------------------------------|-----------------|-----------------|-----------------|-----------------|
|                                            | Jan 28, 2024    | Jan 29, 2023    | $ Change        | % Change        |
|                                            | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |
| Research and development expenses          | $ 8,675         | 7,339           | $ 1,336         | 18 %            |
| % of net revenue                           | 14.2 %          | 27.2 %          |                 |                 |
| Sales, general and administrative expenses | 2,654           | 2,440           | 214             | 9 %             |
| % of net revenue                           | 4.4 %           | 9.1 %           |                 |                 |
| Acquisition termination cost               | -               | 1,353           | (1,353)         | (100)%          |
| % of net revenue                           | - %             | 5.0 %           |                 |                 |
| Total operating expenses                   | $ 11,329        | 11,132          | $ 197           | 2 %             |
| % of net revenue                           | 18.6 %          | 41.3 %          |                 |                 |

The increase in research and development expenses and sales, general and administrative expenses for fiscal year 2024 was primarily driven by compensation and benefits, including stock-based compensation, reflecting employee growth and compensation increases.

## Acquisition Termination Cost

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

## Other Income (Expense), Net

Table of Contents

|                             | Year Ended      | Year Ended      | Year Ended      |
|-----------------------------|-----------------|-----------------|-----------------|
|                             | Jan 28, 2024    | Jan 29, 2023    | Change          |
|                             | ($ in millions) | ($ in millions) | ($ in millions) |
| Interest income             | $ 866           | $ 267           | $ 599           |
| Interest expense            | (257)           | (262)           | 5               |
| Other, net                  | 237             | (48)            | 285             |
| Other income (expense), net | $ 846           | $ (43)          | $ 889           |

Interest income consists of interest earned on cash, cash equivalents and marketable securities. The increase in interest income was due to higher yields on higher cash balances.

Interest expense is comprised of coupon interest and debt discount amortization related to our notes.

Other, net, consists of realized or unrealized gains and losses from investments in non-affiliated entities and the impact of changes in foreign currency rates. Change in Other, net, compared to fiscal year 2023 was driven by changes in value from our non-affiliated investments. Refer to Note 9 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information regarding our investments in non-affiliated entities.

## Income Taxes

We recognized income tax expense of $4.1 billion for fiscal year 2024 and income tax benefit of $187 million for fiscal year 2023. Income tax as a percentage of income before income tax was an expense of 12.0% for fiscal year 2024 and a benefit of 4.5% for fiscal year 2023.

During the third quarter of fiscal year 2024, the Internal Revenue Service, or IRS, audit of our federal income tax returns for fiscal years 2018 and 2019 was resolved. We recognized a non-cash net benefit of $145 million, related to this IRS audit resolution, for effectively settled positions. This benefit consists of a reduction in unrecognized tax benefits of $236 million and related accrued interest of $17 million, net of federal benefit, partially offset by additional cash tax payments and reductions in tax attribute carryforwards of $108 million.

The effective tax rate increased due to a decreased impact of tax benefits from the FDII deduction, stock-based compensation, and the U.S. federal research tax credit, relative to the increase in income before income tax. The increase in the effective tax rate was partially offset by a benefit due to the IRS audit resolution.

Our effective tax rates for fiscal years 2024 and 2023 were lower than the U.S. federal statutory rate of 21% due primarily to tax benefits from the FDII deduction, stock-based  compensation  and  the  U.S.  federal  research  tax  credit.  Our  effective  tax  rate  for  fiscal  year  2024  was  additionally  benefited  by  the  IRS  audit resolution.

The OECD has announced an Inclusive Framework on Base Erosion and Profit Shifting including Pillar Two Model Rules for a new 15% global minimum tax applicable to large multinational corporations. Certain jurisdictions, including European Union member states and the United Kingdom, have enacted Pillar Two legislation that will start to become effective for our fiscal year 2025. The OECD, and its member countries, continue to release new guidance and legislation on Pillar Two and we continue to evaluate the impact on our financial position of the global implementation of these rules. Based on enacted laws, Pillar Two is not expected to materially impact our effective tax rate or cash flows in the next fiscal year. New legislation or guidance could change our current assessment.

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

## Liquidity and Capital Resources

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|                                                   | Jan 28, 2024   | Jan 29, 2023   |
|---------------------------------------------------|----------------|----------------|
|                                                   | (In millions)  | (In millions)  |
| Cash and cash equivalents                         | $ 7,280        | $ 3,389        |
| Marketable securities                             | 18,704         | 9,907          |
| Cash, cash equivalents, and marketable securities | $ 25,984       | $ 13,296       |

|                                                     | Year Ended    | Year Ended    |
|-----------------------------------------------------|---------------|---------------|
|                                                     | Jan 28, 2024  | Jan 29, 2023  |
|                                                     | (In millions) | (In millions) |
| Net cash provided by operating activities           | $ 28,090      | $ 5,641       |
| Net cash provided by (used in) investing activities | $ (10,566)    | $ 7,375       |
| Net cash used in financing activities               | $ (13,633)    | $ (11,617)    |

Our investment policy requires the purchase of highly rated fixed income securities, the diversification of investment types and credit exposures, and certain maturity limits on our portfolio.

Cash provided by operating activities increased in fiscal year 2024 compared to fiscal year 2023, due to growth in revenue. Accounts receivable balance in fiscal year 2024 reflected $557 million from customer payments received ahead of the invoice due date.

Cash provided by investing activities decreased in fiscal year 2024 compared to fiscal year 2023, primarily driven by lower marketable securities maturities and higher purchases of marketable securities.

Cash used in financing activities increased in fiscal year 2024 compared to fiscal year 2023, due to a debt repayment and higher tax payments related to RSUs, partially offset by lower share repurchases.

## Liquidity

Our primary sources of liquidity are our cash, cash equivalents, and marketable securities, and the cash generated by our operations. At the end of fiscal year 2024, we had $26.0 billion in cash, cash equivalents and marketable securities. We believe that we have sufficient liquidity to meet our operating requirements for at least the next twelve months, and for the foreseeable future, including our future supply obligations and $1.3 billion of debt repayment due in fiscal year 2025 and share purchases. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can finance future capital requirements.

Our marketable securities consist of debt securities issued by the U.S. government and its agencies, highly rated corporations and financial institutions, and foreign government entities, as well as certificates of deposit issued by highly rated financial institutions. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 8 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

During fiscal year 2025, we expect to use our existing cash, cash equivalents, and marketable securities, and the cash generated by our operations to fund our capital investments of approximately $3.5 billion to $4.0 billion related to property and equipment.

Except for approximately $1.4 billion of cash, cash equivalents, and marketable securities held outside the U.S. for which we have not accrued any related foreign or state taxes if we repatriate these amounts to the U.S., substantially all of our cash, cash equivalents and marketable securities held outside of the U.S. at the end of fiscal year 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.

## Capital Return to Shareholders

During fiscal year 2024, we paid $395 million in quarterly cash dividends.

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

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. We plan to continue share repurchases this fiscal year.

The U.S. Inflation Reduction Act of 2022 requires a 1% excise tax on certain share repurchases in excess of shares issued for employee compensation made after December 31, 2022 which was not material for fiscal year 2024.

## Outstanding Indebtedness and Commercial Paper Program

Our aggregate debt maturities as of January 28, 2024, by year payable, are as follows:

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|                                              | Jan 28, 2024 (In millions)   |
|----------------------------------------------|------------------------------|
| Due in one year                              | $ 1,250                      |
| Due in one to five years                     | 2,250                        |
| Due in five to ten years                     | 2,750                        |
| Due in greater than ten years                | 3,500                        |
| Unamortized debt discount and issuance costs | (41)                         |
| Net carrying amount                          | 9,709                        |
| Less short-term portion                      | (1,250)                      |
| Total long-term portion                      | $ 8,459                      |

We have a $575 million commercial paper program to support general corporate purposes. As of the end of fiscal year 2024, we had no commercial paper outstanding.

Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further discussion.

## Material Cash Requirements and Other Obligations

For  a  description  of  our  long-term  debt,  purchase  obligations,  and  operating  lease  obligations,  refer  to  Note  12,  Note  13,  and  Note  3  of  the  Notes  to  the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K, respectively.

We have unrecognized tax benefits of $1.3 billion, which includes related interest and penalties of $140 million, recorded in non-current income tax payable at the  end  of  fiscal  year  2024.  We  are  unable  to  estimate  the  timing  of  any  potential  tax  liability,  interest  payments,  or  penalties  in  individual  years  due  to uncertainties  in  the  underlying  income  tax  positions  and  the  timing  of  the  effective  settlement  of  such  tax  positions.  Refer  to  Note  14  of  the  Notes  to  the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for further information.

## Climate Change

To  date,  there  has  been  no  material  impact  to  our  results  of  operations  associated  with  global  sustainability  regulations,  compliance,  costs  from  sourcing renewable energy or climate-related business trends.

## Adoption of New and Recently Issued Accounting Pronouncements

Refer to Note 1 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for a discussion of adoption of new and recently issued accounting pronouncements.

## Item 7A. Quantitative and Qualitative Disclosures about Market Risk

## Investment and Interest Rate Risk

We are exposed to interest rate risk related to our fixed-rate investment portfolio and outstanding debt. The investment portfolio is managed consistent with our overall liquidity strategy in support of both working capital needs and growth of our businesses.

As of the end of fiscal year 2024, we performed a sensitivity analysis on our investment portfolio. According to our analysis, parallel shifts in the yield curve of plus or minus 0.5% would result in a change in fair value for these investments of $93 million.

As of the end of fiscal year 2024, we had $9.7 billion of senior Notes net outstanding. We carry the Notes at face value less unamortized discount on our Consolidated Balance Sheets. As the Notes bear interest at a fixed rate, we have no

## Table of Contents

financial statement risk associated with changes in interest rates. Refer to Note 12 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

## Foreign Exchange Rate Risk

We consider our direct exposure to foreign exchange rate fluctuations to be minimal as our sales are in United States dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange rate movements. Gains or losses from foreign currency remeasurement are included in other income or expenses. The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years 2024 and 2023.

Sales and arrangements with third-party manufacturers provide for pricing and payment in United States dollars, and, therefore, are not subject to exchange rate fluctuations. Increases in the value of the United States' dollar relative to other currencies would make our products more expensive, which could negatively impact our ability to compete. Conversely, decreases in the value of the United States' dollar relative to other currencies could result in our suppliers raising their manufacturing costs.

If the U.S. dollar strengthened by 10% as of January 28, 2024 and January 29, 2023, the amount recorded in accumulated other comprehensive income (loss) related  to  our  foreign  exchange  contracts  before  tax  effect  would  have  been  $116  million  and  $112  million  lower,  respectively.  Change  in  value  recorded  in accumulated other comprehensive income (loss) would be expected to offset a corresponding change in hedged forecasted foreign currency expenses when recognized.

If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income before taxes of $60 million and $36 million as of January 28, 2024 and January 29, 2023, respectively. These changes in fair values would be offset in other income  (expense),  net  by  corresponding  change  in  fair  values  of  the  foreign  currency  denominated  monetary  assets  and  liabilities,  assuming  the  hedge contracts fully cover the foreign currency denominated monetary assets and liabilities balances.

Refer to Note 11 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

## Item 8. Financial Statements and Supplementary Data

The information required by this Item is set forth in our Consolidated Financial Statements and Notes thereto included in this Annual Report on Form 10-K.

## Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

## Item 9A. Controls and Procedures

## Controls and Procedures

## Disclosure Controls and Procedures

Based on their evaluation as of January 28, 2024, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective to provide reasonable assurance.

## Management's Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule  13a-15(f).  Under  the  supervision  and  with  the  participation  of  our  management,  including  our  Chief  Executive  Officer  and  Chief  Financial  Officer,  we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 28, 2024 based on the criteria set forth in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the criteria set forth in Internal Control - Integrated Framework ,  our management concluded that our internal control over financial reporting was effective as of January 28, 2024.

The effectiveness of our internal control over financial reporting as of January 28, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.

## Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended January 28, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. In fiscal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our

## Table of Contents

existing core financial systems. The ERP system is designed to accurately maintain our financial records used to report operating results. The upgrade will occur in phases. We will continue to evaluate each quarter whether there are changes that materially affect our internal control over financial reporting.

## Inherent Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVIDIA have been detected.

## Item 9B.  Other Information

On December 18, 2023, John O. Dabiri, a member of our Board of Directors, adopted a trading arrangement that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) for the sale through December 2, 2024 of an estimated 553 shares of our common stock, assuming our closing stock price as of January 26, 2024. The number of shares is based on an estimate because the plan specifies a formulaic dollar amount of shares to be sold.

## Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

## Part III

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2024 Proxy Statement, no later than 120 days after the end of fiscal year 2024, and certain information included therein is incorporated herein by reference.

## Item 10. Directors, Executive Officers and Corporate Governance

## Identification of Directors

Information regarding directors required by this item will be contained in our 2024 Proxy Statement under the caption 'Proposal 1 - Election of Directors,' and is hereby incorporated by reference.

## Identification of Executive Officers

Reference is made to the information regarding executive officers appearing under the heading 'Information About Our Executive Officers' in Part I of this Annual Report on Form 10-K, which information is hereby incorporated by reference.

## Identification of Audit Committee and Financial Experts

Information  regarding  our  Audit  Committee  required  by  this  item  will  be  contained  in  our  2024  Proxy  Statement  under  the  captions  'Report  of  the  Audit Committee of the Board of Directors' and 'Information About the Board of Directors and Corporate Governance,' and is hereby incorporated by reference.

## Material Changes to Procedures for Recommending Directors

Information regarding procedures for recommending directors required by this item will be contained in our 2024 Proxy Statement under the caption 'Information About the Board of Directors and Corporate Governance,' and is hereby incorporated by reference.

## Delinquent Section 16(a) Reports

Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our 2024 Proxy Statement under the caption 'Delinquent Section 16(a) Reports,' and is hereby incorporated by reference.

## Code of Conduct

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

## Table of Contents

## Item 11. Executive Compensation

Information  regarding  our  executive  compensation  required  by  this  item  will  be  contained  in  our  2024  Proxy  Statement  under  the  captions  'Executive Compensation', 'Compensation Committee Interlocks and Insider Participation', 'Director Compensation' and 'Compensation Committee Report,' and is hereby incorporated by reference.

## Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

## Ownership of NVIDIA Securities

Information regarding ownership of NVIDIA securities required by this item will be contained in our 2024 Proxy Statement under the caption 'Security Ownership of Certain Beneficial Owners and Management,' and is hereby incorporated by reference.

## Equity Compensation Plan Information

Information  regarding  our  equity  compensation  plans  required  by  this  item  will  be  contained  in  our  2024  Proxy  Statement  under  the  caption  "Equity Compensation Plan Information," and is hereby incorporated by reference.

## Item 13. Certain Relationships and Related Transactions, and Director Independence

Information regarding related transactions and director independence required by this item will be contained in our 2024 Proxy Statement under the captions 'Review of Transactions with Related Persons' and 'Information About the Board of Directors and Corporate Governance - Independence of the Members of the Board of Directors,' and is hereby incorporated by reference.

## Item 14. Principal Accountant Fees and Services

Information regarding accounting fees and services required by this item will be contained in our 2024 Proxy Statement under the caption 'Fees Billed by the Independent Registered Public Accounting Firm,' and is hereby incorporated by reference.

## Part IV

## Item 15. Exhibit and Financial Statement Schedules

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|    |                                                                                | Page   |
|----|------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| 1. | Financial Statements                                                                                |        |
|    | Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)                                                                        | 48     |
|    | Consolidated Statements of Income for the years ended January 28, 2024, January 29, 2023, and January 30, 2022                                 | 50     |
|    | Consolidated Statements of Comprehensive Income for the years ended January 28, 2024, January 29, 2023, and January 30, 2022                   | 51     |
|    | Consolidated Balance Sheets as of January 28, 2024 and January 29, 2023                                                                        | 52     |
|    | Consolidated Statements of Shareholders' Equity for the years ended January 28, 2024, January 29, 2023, and January 30, 2022                   | 53     |
|    | Consolidated Statements of Cash Flows for the years ended January 28, 2024, January 29, 2023, and January 30, 2022                             | 54     |
|    | Notes to the Consolidated Financial Statements                                                                                | 55     |
| 2. | Financial Statement Schedule                                                                                |        |
|    | Schedule II Valuation and Qualifying Accounts for the years ended January 28, 2024, January 29, 2023, and January 30, 2022                     | 81     |
| 3. | Exhibits                                                                                |        |
|    | The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on Form 10-K. | 82     |

## Table of Contents

## Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of NVIDIA Corporation

## Opinions on the Financial Statements and Internal Control over Financial Reporting

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

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

## Basis for Opinions

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

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements,  whether  due  to  error  or  fraud,  and  performing  procedures  that  respond  to  those  risks.  Such  procedures  included  examining,  on  a  test  basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

## Definition and Limitations of Internal Control over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting  includes  those  policies  and  procedures  that  (i)  pertain  to  the  maintenance  of  records  that,  in  reasonable  detail,  accurately  and  fairly  reflect  the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of  its  inherent  limitations,  internal  control  over  financial  reporting  may  not  prevent  or  detect  misstatements. Also,  projections  of  any  evaluation  of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

## Table of Contents

## Critical Audit Matters

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

Valuation of Inventories - Provisions for Excess or Obsolete Inventories and Excess Product Purchase Commitments

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

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

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management's provisions for excess or obsolete inventories and excess product purchase commitments, including controls over management's assumptions related to future demand and market conditions. These procedures also included,  among  others,  testing  management's  process  for  developing  the  provisions  for  excess  or  obsolete  inventories  and  excess  product  purchase commitments; evaluating the appropriateness of management's approach; testing the completeness and accuracy of underlying data used in the approach; and evaluating the reasonableness of management's assumptions related to future demand and market conditions. Evaluating management's assumptions related to future  demand and market conditions involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external market and industry data, and (iii) changes in technology.

/s/ PricewaterhouseCoopers LLP San Jose, California February 21, 2024

We have served as the Company's auditor since 2004.

## NVIDIA Corporation and Subsidiaries

## Consolidated Statements of Income (In millions, except per share data)

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|                                                        | Year Ended   | Year Ended   | Year Ended   |
|--------------------------------------------------------|--------------|--------------|--------------|
|                                                        | Jan 28, 2024 | Jan 29, 2023 | Jan 30, 2022 |
| Revenue                                                | $ 60,922     | $ 26,974     | $ 26,914     |
| Cost of revenue                                        | 16,621       | 11,618       | 9,439        |
| Gross profit                                           | 44,301       | 15,356       | 17,475       |
| Operating expenses                                     |              |              |              |
| Research and development                               | 8,675        | 7,339        | 5,268        |
| Sales, general and administrative                      | 2,654        | 2,440        | 2,166        |
| Acquisition termination cost                           | -            | 1,353        | -            |
| Total operating expenses                               | 11,329       | 11,132       | 7,434        |
| Operating income                                       | 32,972       | 4,224        | 10,041       |
| Interest income                                        | 866          | 267          | 29           |
| Interest expense                                       | (257)        | (262)        | (236)        |
| Other, net                                             | 237          | (48)         | 107          |
| Other income (expense), net                            | 846          | (43)         | (100)        |
| Income before income tax                               | 33,818       | 4,181        | 9,941        |
| Income tax expense (benefit)                           | 4,058        | (187)        | 189          |
| Net income                                             | $ 29,760     | $ 4,368      | $ 9,752      |
| Net income per share:                                  |              |              |              |
| Basic                                                  | $ 12.05      | $ 1.76       | $ 3.91       |
| Diluted                                                | $ 11.93      | $ 1.74       | $ 3.85       |
| Weighted average shares used in per share computation: |              |              |              |
| Basic                                                  | 2,469        | 2,487        | 2,496        |
| Diluted                                                | 2,494        | 2,507        | 2,535        |

See accompanying notes to the consolidated financial statements.

## NVIDIA Corporation and Subsidiaries Consolidated Statements of Comprehensive Income

(In millions)

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|                                                                                | Year Ended   | Year Ended   | Year Ended   |
|----------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                | 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 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 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)         |
| Total comprehensive income                                                       | $ 29,830     | $ 4,336      | $ 9,722      |

See accompanying notes to the consolidated financial statements.

## NVIDIA Corporation and Subsidiaries

## Consolidated Balance Sheets

(In millions, except par value)

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|                                                                                | Jan 28, 2024   | Jan 29, 2023   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------|----------------|
| Assets                                                                                |                |                |
| Current assets:                                                                                |                |                |
| Cash and cash equivalents                                                                                | $ 7,280        | $ 3,389        |
| Marketable securities                                                                                | 18,704         | 9,907          |
| Accounts receivable, net                                                                                | 9,999          | 3,827          |
| Inventories                                                                                | 5,282          | 5,159          |
| Prepaid expenses and other current assets                                                                                | 3,080          | 791            |
| Total current assets                                                                                | 44,345         | 23,073         |
| Property and equipment, net                                                                                | 3,914          | 3,807          |
| Operating lease assets                                                                                | 1,346          | 1,038          |
| Goodwill                                                                                | 4,430          | 4,372          |
| Intangible assets, net                                                                                | 1,112          | 1,676          |
| Deferred income tax assets                                                                                | 6,081          | 3,396          |
| Other assets                                                                                | 4,500          | 3,820          |
| Total assets                                                                                | $ 65,728       | $ 41,182       |
| Liabilities and Shareholders' Equity                                                                                |                |                |
| Current liabilities:                                                                                |                |                |
| Accounts payable                                                                                | $ 2,699        | $ 1,193        |
| Accrued and other current liabilities                                                                                | 6,682          | 4,120          |
| Short-term debt                                                                                | 1,250          | 1,250          |
| Total current liabilities                                                                                | 10,631         | 6,563          |
| Long-term debt                                                                                | 8,459          | 9,703          |
| Long-term operating lease liabilities                                                                                | 1,119          | 902            |
| Other long-term liabilities                                                                                | 2,541          | 1,913          |
| Total liabilities                                                                                | 22,750         | 19,081         |
| Commitments and contingencies - see Note 13                                                                                |                |                |
| Shareholders' equity:                                                                                |                |                |
| Preferred stock, $0.001 par value; 2 shares authorized; none issued                                                                                | -              | -              |
| Common stock, $0.001 par value; 8,000 shares authorized; 2,464 shares issued and outstanding as of January 28, 2024; 2,466 shares issued and outstanding as of January 29, 2023 | 2              | 2              |
| Additional paid-in capital                                                                                | 13,132         | 11,971         |
| Accumulated other comprehensive income (loss)                                                                                | 27             | (43)           |
| Retained earnings                                                                                | 29,817         | 10,171         |
| Total shareholders' equity                                                                                | 42,978         | 22,101         |
| Total liabilities and shareholders' equity                                                                                | $ 65,728       | $ 41,182       |

See accompanying notes to the consolidated financial statements.

## NVIDIA Corporation and Subsidiaries

## Consolidated Statements of Shareholders' Equity

Table of Contents

|                                                                                | Common Stock Outstanding   | Common Stock Outstanding   | Additional Paid-in   | Treasury   | Accumulated Other Comprehensive   | Retained   | Total Shareholders'   |
|--------------------------------------------------------------------------------------|----------------------------|----------------------------|----------------------|------------|-----------------------------------|------------|-----------------------|
|                                                                                | Shares                     |                            | Capital              |            | Income (Loss)                     |            | Equity                |
|                                                                                |                            | Amount                     |                      | Stock      |                                   | Earnings   |                       |
| (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 loss                                                             | -                          | -                          | -                    | -          | (30)                              | -          | (30)                  |
| Issuance of common stock from stock plans                                            | 35                         | -                          | 281                  | -          | -                                 | -          | 281                   |
| Tax withholding related to vesting of restricted stock units                         | (8)                        | -                          | (614)                | (1,290)    | -                                 | -          | (1,904)               |
| Cash dividends declared and paid ($0.16 per common share)                            | -                          | -                          | -                    | -          | -                                 | (399)      | (399)                 |
| Fair value of partially vested equity awards assumed in connection with acquisitions | -                          | -                          | 18                   | -          | -                                 | -          | 18                    |
| Stock-based compensation                                                             | -                          | -                          | 2,001                | -          | -                                 | -          | 2,001                 |
| Retirement of Treasury Stock                                                         | -                          | -                          | (20)                 | 12,046     | -                                 | (12,026)   | -                     |
| Balances, Jan 30, 2022                                                               | 2,506                      | 3                          | 10,385               | -          | (11)                              | 16,235     | 26,612                |
| Net income                                                                           | -                          | -                          | -                    | -          | -                                 | 4,368      | 4,368                 |
| Other comprehensive loss                                                             | -                          | -                          | -                    | -          | (32)                              | -          | (32)                  |
| Issuance of common stock from stock plans                                            | 31                         | -                          | 355                  | -          | -                                 | -          | 355                   |
| 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)                 |
| Stock-based compensation                                                             | -                          | -                          | 2,710                | -          | -                                 | -          | 2,710                 |
| Balances, Jan 29, 2023                                                               | 2,466                      | 2                          | 11,971               | -          | (43)                              | 10,171     | 22,101                |
| Net income                                                                           | -                          | -                          | -                    | -          | -                                 | 29,760     | 29,760                |
| Other comprehensive income                                                           | -                          | -                          | -                    | -          | 70                                |            | 70                    |
| Issuance of common stock from stock plans                                            | 26                         | -                          | 403                  | -          | -                                 | -          | 403                   |
| Tax withholding related to vesting of restricted stock units                         | (7)                        | -                          | (2,783)              | -          | -                                 | -          | (2,783)               |
| Shares repurchased                                                                   | (21)                       | -                          | (27)                 | -          | -                                 | (9,719)    | (9,746)               |
| Cash dividends declared and paid ($0.16 per common share)                            | -                          | -                          | -                    | -          | -                                 | (395)      | (395)                 |
| Stock-based compensation                                                             | -                          | -                          | 3,568                | -          | -                                 | -          | 3,568                 |
| Balances, Jan 28, 2024                                                               | 2,464                      | $ 2                        | $ 13,132             | $ -        | $ 27                              | $ 29,817   | $ 42,978              |

See accompanying notes to the consolidated financial statements.

## NVIDIA Corporation and Subsidiaries

## Consolidated Statements of Cash Flows

## (In millions)

Table of Contents

|                                                                                | Year Ended   | Year Ended   | Year Ended   |
|-----------------------------------------------------------------------------------|--------------|--------------|--------------|
|                                                                                | Jan 28, 2024 | Jan 29, 2023 | Jan 30, 2022 |
| Cash flows from operating activities:                                             |              |              |              |
| Net income                                                                        | $ 29,760     | $ 4,368      | $ 9,752      |
| Adjustments to reconcile net income to net cash provided by operating activities: |              |              |              |
| Stock-based compensation expense                                                  | 3,549        | 2,709        | 2,004        |
| Depreciation and amortization                                                     | 1,508        | 1,544        | 1,174        |
| Deferred income taxes                                                             | (2,489)      | (2,164)      | (406)        |
| (Gains) losses on investments in non-affiliated entities, net                     | (238)        | 45           | (100)        |
| Acquisition termination cost                                                      | -            | 1,353        | -            |
| Other                                                                             | (278)        | (7)          | 47           |
| Changes in operating assets and liabilities, net of acquisitions:                 |              |              |              |
| Accounts receivable                                                               | (6,172)      | 822          | (2,215)      |
| Inventories                                                                       | (98)         | (2,554)      | (774)        |
| Prepaid expenses and other assets                                                 | (1,522)      | (1,517)      | (1,715)      |
| Accounts payable                                                                  | 1,531        | (551)        | 568          |
| Accrued and other current liabilities                                             | 2,025        | 1,341        | 581          |
| Other long-term liabilities                                                       | 514          | 252          | 192          |
| Net cash provided by operating activities                                         | 28,090       | 5,641        | 9,108        |
| Cash flows from investing activities:                                             |              |              |              |
| Proceeds from maturities of marketable securities                                 | 9,732        | 19,425       | 15,197       |
| Proceeds from sales of marketable securities                                      | 50           | 1,806        | 1,023        |
| Purchases of marketable securities                                                | (18,211)     | (11,897)     | (24,787)     |
| Purchases related to property and equipment and intangible assets                 | (1,069)      | (1,833)      | (976)        |
| Acquisitions, net of cash acquired                                                | (83)         | (49)         | (263)        |
| Investments in non-affiliated entities and other, net                             | (985)        | (77)         | (24)         |
| Net cash provided by (used in) investing activities                               | (10,566)     | 7,375        | (9,830)      |
| Cash flows from financing activities:                                             |              |              |              |
| Proceeds related to employee stock plans                                          | 403          | 355          | 281          |
| Payments related to repurchases of common stock                                   | (9,533)      | (10,039)     | -            |
| Payments related to tax on restricted stock units                                 | (2,783)      | (1,475)      | (1,904)      |
| Repayment of debt                                                                 | (1,250)      | -            | (1,000)      |
| Dividends paid                                                                    | (395)        | (398)        | (399)        |
| Principal payments on property and equipment and intangible assets                | (74)         | (58)         | (83)         |
| Issuance of debt, net of issuance costs                                           | -            | -            | 4,977        |
| Other                                                                             | (1)          | (2)          | (7)          |
| Net cash provided by (used in) financing activities                               | (13,633)     | (11,617)     | 1,865        |
| Change in cash and cash equivalents                                               | 3,891        | 1,399        | 1,143        |
| Cash and cash equivalents at beginning of period                                  | 3,389        | 1,990        | 847          |
| Cash and cash equivalents at end of period                                        | $ 7,280      | $ 3,389      | $ 1,990      |
| Supplemental disclosures of cash flow information:                                |              |              |              |
| Cash paid for income taxes, net                                                   | $ 6,549      | $ 1,404      | $ 396        |
| Cash paid for interest                                                            | $ 252        | $ 254        | $ 246        |

See accompanying notes to the consolidated financial statements.

## Table of Contents

## NVIDIA Corporation and Subsidiaries Notes to the Consolidated Financial Statements

## Note 1 - Organization and Summary of Significant Accounting Policies

## Our Company

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.

All references to 'NVIDIA,' 'we,' 'us,' 'our' or the 'Company' mean NVIDIA Corporation and its subsidiaries.

## Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2024, 2023 and 2022 were all 52-week years.

## Principles of Consolidation

Our  consolidated  financial  statements  include  the  accounts  of  NVIDIA  Corporation  and  our  wholly-owned  subsidiaries.  All  intercompany  balances  and transactions have been eliminated in consolidation.

## Use of Estimates

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

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

We derive our revenue from product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services. We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation.

## Product Sales Revenue

Revenue from product sales is recognized upon transfer of control of products to customers in an amount that reflects the consideration we expect to receive in exchange for those products. Certain products are sold with support or an extended warranty for the incorporated system, hardware, and/or software. Support and extended warranty revenue are recognized ratably over the service period, or as services are performed. Revenue is recognized net of allowances for returns, customer programs and any taxes collected from customers.

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 accurately reflect our estimated exposure for product returns.

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

## Table of Contents

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## License and Development Arrangements

Our  license  and  development  arrangements  with  customers  typically  require  significant  customization  of  our  IP  components. As  a  result,  we  recognize  the revenue from the license and the revenue from the development services as a single performance obligation over the period in which the development services are performed. We measure progress to completion based on actual cost incurred to date as a percentage of the estimated total cost required to complete each project. If a loss on an arrangement becomes probable during a period, we record a provision for such loss in that period.

## Software Licensing

Our  software  licenses  provide  our  customers  with  a  right  to  use  the  software  when  it  is  made  available  to  the  customer.  Customers  may  purchase  either perpetual licenses or subscriptions to licenses, which differ mainly in the duration over which the customer benefits from the software. Software licenses are frequently sold along with the right to receive, on a when-and-if available basis, future unspecified software updates and upgrades. Revenue from software licenses is recognized up front when the software is made available to the customer. Software support revenue is recognized ratably over the service period, or as services are performed.

## Cloud Services

Cloud services, which allow customers to use hosted software and hardware infrastructure without taking possession of the software or hardware, are provided on  a  subscription  basis  or  a  combination  of  subscription  plus  usage.  Revenue  related  to  subscription-based  cloud  services  is  recognized  ratably  over  the contract period. Revenue related to cloud services based on usage is recognized as usage occurs. Cloud services are typically sold on a standalone basis, but certain offerings may be sold with hardware and/or software and related support.

## 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 offer a limited  warranty  to  end-users  ranging  from  one  to  three  years  for  products  to  repair  or  replace  products  for  manufacturing  defects  or  hardware component failures. Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an extended limited warranty to customers for certain products. We also accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated.

## Stock-based Compensation

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

## Litigation, Investigation and Settlement Costs

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

## Table of Contents

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

or  other  third-party  claims  against  us  will  be  resolved  without  litigation,  fines  and/or  substantial  settlement  payments  or  judgments.  If  information  becomes available that causes us to determine that a loss in any of our pending litigation, investigations or settlements is probable, and we can reasonably estimate the loss associated with such events, we will record the loss in accordance with U.S. GAAP. However, the actual liability in any such litigation or investigation may be materially different from our estimates, which could require us to record additional costs.

## Foreign Currency Remeasurement

We use the U.S. dollar as our functional currency for our subsidiaries. Foreign currency monetary assets and liabilities are remeasured into United States dollars at end-of-period exchange rates. Non-monetary assets and liabilities such as property and equipment and equity are remeasured at historical exchange rates. Revenue and expenses are remeasured at exchange rates in effect during each period, except for those expenses related to non-monetary balance sheet amounts, which are remeasured at historical exchange rates. Gains or losses from foreign currency remeasurement are included in earnings in our Consolidated Statements of Income and to date have not been significant.

## Income Taxes

We recognize federal, state and foreign current tax liabilities or assets based on our estimate of taxes payable or refundable in the current fiscal year by tax jurisdiction. We recognize federal, state and foreign deferred tax assets or liabilities, as appropriate, for our estimate of future tax effects attributable to temporary differences and carryforwards; and we record a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized.

Our calculation of deferred tax assets and liabilities is based on certain estimates and judgments and involves dealing with uncertainties in the application of complex tax laws. Our estimates of deferred tax assets and liabilities  may  change  based,  in  part,  on  added  certainty  or  finality  to  an  anticipated  outcome, changes in accounting standards or tax laws in the U.S., or foreign jurisdictions where we operate, or changes in other facts or circumstances. In addition, we recognize liabilities for potential U.S. and foreign income tax contingencies based on our estimate of whether, and the extent to which, additional taxes may be due. If we determine that payment of these amounts is unnecessary or if the recorded tax liability is less than our current assessment, we may be required to recognize an income tax benefit or additional income tax expense in our financial statements accordingly.

As of January 28, 2024, we had a valuation allowance of $1.6 billion related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

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

## Net Income Per Share

Basic net income per share is computed using the weighted average number of common shares outstanding during the period. Diluted net income per share is computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method. Any anti-dilutive effect of equity awards outstanding is not included in the computation of diluted net income per share.

## Cash and Cash Equivalents and Marketable Securities

We consider all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Marketable securities consist of highly liquid debt investments with maturities of greater than three months when purchased. We currently classify our investments as current based on the nature of the investments and their availability for use in current operations.

We classify our cash equivalents and marketable securities related to debt securities at the date of acquisition as available-for-sale. These available-for-sale debt securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income or loss, a component of  shareholders'  equity,  net  of  tax.  The  fair  value  of  interest-bearing  debt  securities  includes  accrued  interest.  Realized  gains  and  losses  on  the  sale  of marketable securities  are  determined  using  the  specific-identification  method  and  recorded  in  the  other  income  (expense),  net,  section  of  our  Consolidated Statements of Income.

Available-for-sale debt investments are subject to a periodic impairment review. If the estimated fair value of available-for-sale debt securities is less than its amortized cost basis, we determine if the difference, if any, is caused by expected credit losses and write-down the amortized cost basis of the securities if it is more likely than not we will be required or

## Table of Contents

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

we intend to sell the securities before recovery of its amortized cost basis. Allowances for credit losses and write-downs are recognized in the other income (expense), net section of our Consolidated Statements of Income.

## Fair Value of Financial Instruments

The carrying value of cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities as of January 28, 2024 and January 29, 2023. Marketable securities are comprised of available-for-sale securities that are reported at fair value with the related unrealized gains or losses included in accumulated other comprehensive income or loss, a component of shareholders' equity, net of tax. Fair value of the marketable securities is determined based on quoted market prices. Derivative instruments are recognized as either assets or liabilities and are measured at  fair  value.  The  accounting  for  changes  in  the  fair  value  of  a  derivative  depends  on  the  intended  use  of  the  derivative  and  the  resulting  designation.  For derivative instruments designated as fair value hedges, the gains or losses are recognized in earnings in the periods of change together with the offsetting losses or gains on the hedged items attributed to the risk being hedged. For derivative instruments designated as cash-flow hedges, the effective portion of the gains or losses on the derivatives is initially reported as a component of other comprehensive income or loss and is subsequently recognized in earnings when the  hedged  exposure  is  recognized  in  earnings.  For  derivative  instruments  not  designated  for  hedge  accounting,  changes  in  fair  value  are  recognized  in earnings.

## Concentration of Credit Risk

Financial  instruments  that  potentially  subject  us  to  concentrations  of  credit  risk  consist  primarily  of  cash  equivalents,  marketable  securities,  and  accounts receivable. Our investment policy requires the purchase of highly-rated fixed income securities, the diversification of investment type and credit exposures, and includes  certain  limits  on  our  portfolio  duration.  We  perform  ongoing  credit  evaluations  of  our  customers'  financial  condition  and  maintain  an  allowance  for potential credit losses. This allowance consists of an amount identified for specific customers and an amount based on overall estimated exposure. Our overall estimated exposure excludes amounts covered by credit insurance and letters of credit.

## Inventories

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

## Property and Equipment

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

## Leases

We determine if an arrangement is or contains a lease at inception. Operating leases with lease terms of more than 12 months are included in operating lease assets, accrued and other current liabilities, and long-term operating lease liabilities on our consolidated balance sheet. Operating lease assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term.

Operating lease assets and liabilities are recognized based on the present value of the remaining lease payments discounted using our incremental borrowing rate. Operating lease assets also include initial direct costs incurred and prepaid lease payments, minus any lease incentives. Our lease terms include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

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

## Table of Contents

## NVIDIA Corporation and Subsidiaries Notes to the Consolidated Financial Statements

(Continued)

## Goodwill

Goodwill is subject to our annual impairment test during the fourth quarter of our fiscal year, or earlier if indicators of potential impairment exist. In completing our impairment test, we perform either a qualitative or a quantitative analysis on a reporting unit basis.

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

The quantitative impairment test considers both the income approach and the market approach to estimate a reporting unit's fair value. The income and market valuation approaches consider factors that include, but are not limited to, prospective financial information, growth rates, residual values, discount rates and comparable multiples from publicly traded companies in our industry and require us to make certain assumptions and estimates regarding industry economic factors and the future profitability of our business.

## Intangible Assets and Other Long-Lived Assets

Intangible assets primarily represent acquired intangible assets including developed technology and customer relationships, as well as rights acquired under technology licenses, patents, and acquired IP. We currently amortize our intangible assets with finite lives over periods ranging from one to twenty years using a method that reflects the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up or, if that pattern cannot be reliably determined, using a straight-line amortization method.

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

## Business Combination

We allocate the fair value of the purchase price of an acquisition to the tangible assets acquired, liabilities assumed, and intangible assets acquired, based on their estimated fair values. The excess of the fair value of the purchase price over the fair values of these net tangible and intangible assets acquired is recorded as goodwill. Management's estimates of fair value are based upon assumptions believed to be reasonable, but our estimates and assumptions are inherently uncertain and subject to refinement. The estimates and assumptions used in valuing intangible assets include, but are not limited to, the amount and timing of projected future cash flows, discount rate used to determine the present value of these cash flows and asset lives. These estimates are inherently uncertain and, therefore, actual results may differ from the estimates made. As a result, during the measurement period of up to one year from the acquisition date, we may record adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the measurement period's conclusion or final determination of the fair value of the purchase price of an acquisition, whichever comes first, any subsequent adjustments are recorded to our Consolidated Statements of Income.

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

## Investments in Non-Affiliated Entities

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

We assess whether an impairment loss has occurred on our investments in non-marketable equity securities, accounted for under the measurement alternative based on quantitative and qualitative factors. If any impairment is identified for non-marketable equity securities, we write down the investment to its fair value and record the corresponding charge through other income (expense), net on our Consolidated Statements of Income.

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## Recently Issued Accounting Pronouncements

## Recent Accounting Pronouncements Not Yet Adopted

In November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard to provide for additional disclosures about significant expenses in operating segments. The standard is effective for our annual reporting for fiscal year 2025 and for interim period reporting starting in fiscal year 2026 retrospectively. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

In December 2023, the FASB issued a new accounting standard which provides for new and changes to income tax disclosures including disaggregation of the rate reconciliation and income taxes paid disclosures. The amendments in the standard are effective for annual periods beginning after December 15, 2024. Early adoption is permitted and should be applied prospectively, with retrospective application permitted. We expect to adopt this standard in our annual period beginning fiscal year 2026. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.

## Note 2 - Business Combination

## Termination of the Arm Share Purchase Agreement

In February 2022, NVIDIA and SoftBank Group Corp, or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm  from  SoftBank.  The  parties  agreed  to  terminate  it  due  to  significant  regulatory  challenges  preventing  the  completion  of  the  transaction.  We recorded an acquisition termination cost of $1.4 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.

## Note 3 - Leases

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

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

Table of Contents

|                                                    | Operating Lease Obligations (In millions)   |
|----------------------------------------------------|---------------------------------------------|
| Fiscal Year:                                       |                                             |
| 2025                                               | $ 290                                       |
| 2026                                               | 270                                         |
| 2027                                               | 253                                         |
| 2028                                               | 236                                         |
| 2029                                               | 202                                         |
| 2030 and thereafter                                | 288                                         |
| Total                                              | 1,539                                       |
| Less imputed interest                              | 192                                         |
| Present value of net future minimum lease payments | 1,347                                       |
| Less short-term operating lease liabilities        | 228                                         |
| Long-term operating lease liabilities              | $ 1,119                                     |

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

Operating  lease  expenses  for  fiscal  years  2024,  2023,  and  2022  were  $269  million,  $193  million,  $168  million,  respectively.  Short-term  and  variable  lease expenses for fiscal years 2024, 2023, and 2022 were not significant.

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

Other information related to leases was as follows:

Table of Contents

|                                                                   | Year Ended    | Year Ended    | Year Ended    |
|-------------------------------------------------------------------|---------------|---------------|---------------|
|                                                                   | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
|                                                                   | (In millions) | (In millions) | (In millions) |
| Supplemental cash flows information                               |               |               |               |
| Operating cash flows used for operating leases                    | $             | $             | $ 154         |
| Operating lease assets obtained in exchange for lease obligations | $             | $             | $ 266         |

As of January 28, 2024, our operating leases had a weighted average remaining lease term of 6.1 years and a weighted average discount rate of 3.76%. As of January 29, 2023, our operating leases had a weighted average remaining lease term of 6.8 years and a weighted average discount rate of 3.21%.

## Note 4 - Stock-Based Compensation

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

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

|                                   | Year Ended    | Year Ended    | Year Ended    |
|-----------------------------------|---------------|---------------|---------------|
|                                   | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
|                                   | (In millions) | (In millions) | (In millions) |
| Cost of revenue                   | $ 141         | $ 138         | $ 141         |
| Research and development          | 2,532         | 1,892         | 1,298         |
| Sales, general and administrative | 876           | 680           | 565           |
| Total                             | $ 3,549       | $ 2,710       | $ 2,004       |

Stock-based compensation capitalized in inventories was not significant during fiscal years 2024, 2023, and 2022.

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

|                                                  | Year Ended                           | Year Ended                           | Year Ended                           |
|--------------------------------------------------|--------------------------------------|--------------------------------------|--------------------------------------|
|                                                  | Jan 28, 2024                         | Jan 29, 2023                         | Jan 30, 2022                         |
|                                                  | (In millions, except per share data) | (In millions, except per share data) | (In millions, except per share data) |
| RSUs, PSUs and Market-based PSUs                 |                                      |                                      |                                      |
| Awards granted                                   | 14                                   | 25                                   | 18                                   |
| Estimated total grant-date fair value            | $ 5,316                              | $ 4,505                              | $ 3,492                              |
| Weighted average grant-date fair value per share | $ 374.08                             | $ 183.72                             | $ 190.69                             |
| ESPP                                             |                                      |                                      |                                      |
| Shares purchased                                 | 3                                    | 3                                    | 5                                    |
| Weighted average price per share                 | $ 158.07                             | $ 122.54                             | $ 56.36                              |
| Weighted average grant-date fair value per share | $ 69.90                              | $ 51.87                              | $ 23.24                              |

As of January 28, 2024, there was $8.6 billion of aggregate unearned stock-based compensation expense. This amount is expected to be recognized over a weighted average period of 2.5 years for RSUs, PSUs, and market-based PSUs, and 0.8 years for ESPP.

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

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

Table of Contents

|                                           | Year Ended                      | Year Ended                      | Year Ended                      |
|-------------------------------------------|---------------------------------|---------------------------------|---------------------------------|
|                                           | Jan 28, 2024                    | Jan 29, 2023                    | Jan 30, 2022                    |
|                                           | (Using the Black-Scholes model) | (Using the Black-Scholes model) | (Using the Black-Scholes model) |
| ESPP                                      |                                 |                                 |                                 |
| Weighted average expected life (in years) | 0.1-2.0                         | 0.1-2.0                         | 0.1-2.0                         |
| Risk-free interest rate                   | 3.9%-5.5%                       | -%-4.6%                         | -%-0.5%                         |
| Volatility                                | 31%-67%                         | 43%-72%                         | 20%-58%                         |
| Dividend yield                            | 0.1%                            | 0.1%                            | 0.1%                            |

For  ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and marketbased PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.

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

## Equity Incentive Program

We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.

## Amended and Restated 2007 Equity Incentive Plan

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

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. As of January 28, 2024, up to 37 million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan. Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were 147 million shares available for future grants.

Subject to certain exceptions, RSUs granted to employees vest (A) over a four-year period, subject to continued service, with 25% vesting on a pre-determined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter, (B) over a three-year period, subject to continued service, with 40% vesting on a pre-determined date that is close to the anniversary of the date of grant and 7.5% vesting quarterly thereafter, or (C) over a four-year period, subject  to  continued  service,  with  6.25%  vesting  quarterly.  PSUs  vest  over  a  four-year  period,  subject  to  continued  service,  with  25%  vesting  on  a  predetermined date that is close to the anniversary of the date of grant and 6.25% vesting quarterly thereafter. Market-based PSUs vest 100% on about the threeyear anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

## Amended and Restated 2012 Employee Stock Purchase Plan

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

Employees who participate in the 2012 Plan may have up to 15% of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about 24 months, divided into four purchase periods of six months. The price of common stock purchased under our 2012 Plan will be equal to 85% of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 28, 2024, we had 227 million shares reserved for future issuance under the 2012 Plan.

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## Equity Award Activity

The following is a summary of our equity award transactions under our equity incentive plans:

Table of Contents

|                                                | RSUs, PSUs and Market-based PSUs Outstanding   | RSUs, PSUs and Market-based PSUs Outstanding   |
|------------------------------------------------|------------------------------------------------|------------------------------------------------|
|                                                | Number of Shares                               | Weighted Average Grant-Date Fair Value         |
|                                                | (In millions, except per share data)           | (In millions, except per share data)           |
| Balances, Jan 29, 2023                         | 45                                             | $ 158.45                                       |
| Granted                                        | 14                                             | $ 374.08                                       |
| Vested restricted stock                        | (21)                                           | $ 148.56                                       |
| Canceled and forfeited                         | (1)                                            | $ 206.35                                       |
| 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.

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

## Note 5 - Net Income Per Share

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

|                                                                                | Year Ended                           | Year Ended                           | Year Ended                           |
|--------------------------------------------------------------------------------------------------------------------------|--------------------------------------|--------------------------------------|--------------------------------------|
|                                                                                | Jan 28, 2024                         | Jan 29, 2023                         | Jan 30, 2022                         |
|                                                                                | (In millions, except per share data) | (In millions, except per share data) | (In millions, except per share data) |
| Numerator:                                                                                |                                      |                                      |                                      |
| Net income                                                                                | $ 29,760                             | $ 4,368                              | $ 9,752                              |
| Denominator:                                                                                |                                      |                                      |                                      |
| Basic weighted average shares                                                                                | 2,469                                | 2,487                                | 2,496                                |
| Dilutive impact of outstanding equity awards                                                                             | 25                                   | 20                                   | 39                                   |
| Diluted weighted average shares                                                                                | 2,494                                | 2,507                                | 2,535                                |
| Net income per share:                                                                                |                                      |                                      |                                      |
| Basic (1)                                                                                | $ 12.05                              | $ 1.76                               | $ 3.91                               |
| Diluted (2)                                                                                | $ 11.93                              | $ 1.74                               | $ 3.85                               |
| Equity  awards  excluded  from  diluted  net  income  per  share  because  their  effect  would  have been anti-dilutive | 15                                   | 40                                   | 21                                   |

## Note 6 - Goodwill

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

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## Note 7 - Amortizable Intangible Assets

The components of our amortizable intangible assets are as follows:

Table of Contents

|                                           | Jan 28, 2024          | Jan 28, 2024             | Jan 28, 2024         | Jan 29, 2023          | Jan 29, 2023             | Jan 29, 2023         |
|-------------------------------------------|-----------------------|--------------------------|----------------------|-----------------------|--------------------------|----------------------|
|                                           | Gross Carrying Amount | Accumulated Amortization | Net  Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net  Carrying Amount |
|                                           | (In millions)         | (In millions)            | (In millions)        | (In millions)         | (In millions)            | (In millions)        |
| Acquisition-related intangible assets (1) | $ 2,642               | (1,720)                  | $ 922                | $ 3,093               | $ (1,614)                | $ 1,479              |
| Patents and licensed technology           | 449                   | (259)                    | 190                  | 446                   | (249)                    | 197                  |
| Total intangible assets                   | $ 3,091               | (1,979)                  | $ 1,112              | $ 3,539               | $ (1,863)                | $ 1,676              |

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)   |
|---------------------|---------------------------------------------|
| Fiscal Year:        |                                             |
| 2025                | $ 555                                       |
| 2026                | 261                                         |
| 2027                | 150                                         |
| 2028                | 37                                          |
| 2029                | 9                                           |
| 2030 and thereafter | 100                                         |
| Total               | $ 1,112                                     |

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## 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:

Table of Contents

|                                                    | Jan 28, 2024   | Jan 28, 2024    | Jan 28, 2024    | Jan 28, 2024         | Jan 28, 2024     | Jan 28, 2024          |
|----------------------------------------------------|----------------|-----------------|-----------------|----------------------|------------------|-----------------------|
|                                                    |                |                 |                 |                      | Reported as      | Reported as           |
|                                                    | Amortized Cost | Unrealized Gain | Unrealized Loss | Estimated Fair Value | Cash Equivalents | Marketable Securities |
|                                                    | (In millions)  | (In millions)   | (In millions)   | (In millions)        | (In millions)    | (In millions)         |
| Corporate debt securities                          | $ 10,126       | $ 31            | $ (5)           | $ 10,152             | $ 2,231          | $ 7,921               |
| Debt securities issued by the U.S. Treasury        | 9,517          | 17              | (10)            | 9,524                | 1,315            | 8,209                 |
| Debt securities issued by U.S. government agencies | 2,326          | 8               | (1)             | 2,333                | 89               | 2,244                 |
| Money market funds                                 | 3,031          | -               | -               | 3,031                | 3,031            | -                     |
| Certificates of deposit                            | 510            | -               | -               | 510                  | 294              | 216                   |
| Foreign government bonds                           | 174            | -               | -               | 174                  | 60               | 114                   |
| Total                                              | $ 25,684       | $ 56            | $ (16)          | $ 25,724             | $ 7,020          | $ 18,704              |

|                                                    | Jan 29, 2023   | Jan 29, 2023    | Jan 29, 2023    | Jan 29, 2023         | Jan 29, 2023     | Jan 29, 2023          |
|----------------------------------------------------|----------------|-----------------|-----------------|----------------------|------------------|-----------------------|
|                                                    |                |                 |                 |                      | Reported as      | Reported as           |
|                                                    | Amortized Cost | Unrealized Gain | Unrealized Loss | Estimated Fair Value | Cash Equivalents | Marketable Securities |
|                                                    | (In millions)  | (In millions)   | (In millions)   | (In millions)        | (In millions)    | (In millions)         |
| Corporate debt securities                          | $ 4,809        | $ -             | $ (12)          | $ 4,797              | $ 1,087          | $ 3,710               |
| 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                    |
| Total                                              | $ 13,112       | $ 1             | $ (58)          | $ 13,055             | $ 3,148          | $ 9,907               |

## NVIDIA Corporation and Subsidiaries

## Notes to the 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:

Table of Contents

|                                                    | Jan 28, 2024         | Jan 28, 2024          | Jan 28, 2024         | Jan 28, 2024          | Jan 28, 2024         | Jan 28, 2024          |
|----------------------------------------------------|----------------------|-----------------------|----------------------|-----------------------|----------------------|-----------------------|
|                                                    | Less than 12 Months  | Less than 12 Months   | 12 Months or Greater | 12 Months or Greater  | Total                | Total                 |
|                                                    | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss |
|                                                    | (In millions)        | (In millions)         | (In millions)        | (In millions)         | (In millions)        | (In millions)         |
| 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 U.S. government agencies | 670                  | (1)                   | -                    | -                     | 670                  | (1)                   |
| Total                                              | $ 5,319              | $ (9)                 | $ 1,696              | $ (7)                 | $ 7,015              | $ (16)                |

|                                                    | Jan 29, 2023         | Jan 29, 2023          | Jan 29, 2023         | Jan 29, 2023          | Jan 29, 2023         | Jan 29, 2023          |
|----------------------------------------------------|----------------------|-----------------------|----------------------|-----------------------|----------------------|-----------------------|
|                                                    | Less than 12 Months  | Less than 12 Months   | 12 Months or Greater | 12 Months or Greater  | Total                | Total                 |
|                                                    | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss |
|                                                    | (In millions)        | (In millions)         | (In millions)        | (In millions)         | (In millions)        | (In millions)         |
| 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)                |

The  gross  unrealized  losses  are  related  to  fixed  income  securities,  driven  primarily  by  changes  in  interest  rates.  Net  realized  gains  and  losses  were  not significant for all periods presented.

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

|                    | Jan 28, 2024   | Jan 28, 2024         | Jan 29, 2023   | Jan 29, 2023         |
|--------------------|----------------|----------------------|----------------|----------------------|
|                    | Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value |
|                    | (In millions)  | (In millions)        | (In millions)  | (In millions)        |
| Less than one year | $ 16,336       | $ 16,329             | $ 9,738        | $ 9,708              |
| Due in 1 - 5 years | 9,348          | 9,395                | 3,374          | 3,347                |
| Total              | $ 25,684       | $ 25,724             | $ 13,112       | $ 13,055             |

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## 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.

Table of Contents

|                                                       |                  | Fair Value at   | Fair Value at   | Fair Value at   |
|-------------------------------------------------------|------------------|-----------------|-----------------|-----------------|
|                                                       | Pricing Category | Jan 28, 2024    |                 | Jan 29, 2023    |
|                                                       |                  | (In millions)   | (In millions)   | (In millions)   |
| Assets                                                |                  |                 |                 |                 |
| Cash equivalents and marketable securities:           |                  |                 |                 |                 |
| Money market funds                                    | Level 1          | $               | 3,031           | $ 1,777         |
| Corporate debt securities                             | Level 2          | $               | 10,152          | $ 4,797         |
| Debt securities issued by the U.S. Treasury           | Level 2          | $               | 9,524           | $ 4,142         |
| Debt securities issued by U.S. government agencies    | Level 2          | $               | 2,333           | $ 1,834         |
| Certificates of deposit                               | Level 2          | $               | 510             | $ 365           |
| Foreign government bonds                              | Level 2          | $               | 174             | $ 140           |
| Other assets (Investment in non-affiliated entities): |                  |                 |                 |                 |
| Publicly-held equity securities                       | Level 1          | $               | 225             | $ 11            |
| Liabilities (1)                                       |                  |                 |                 |                 |
| 0.309% Notes Due 2023                                 | Level 2          | $               | -               | $ 1,230         |
| 0.584% Notes Due 2024                                 | Level 2          | $               | 1,228           | $ 1,185         |
| 3.20% Notes Due 2026                                  | Level 2          | $               | 970             | $ 966           |
| 1.55% Notes Due 2028                                  | Level 2          | $               | 1,115           | $ 1,099         |
| 2.85% Notes Due 2030                                  | Level 2          | $               | 1,367           | $ 1,364         |
| 2.00% Notes Due 2031                                  | Level 2          | $               | 1,057           | $ 1,044         |
| 3.50% Notes Due 2040                                  | Level 2          | $               | 851             | $ 870           |
| 3.50% Notes Due 2050                                  | Level 2          | $               | 1,604           | $ 1,637         |
| 3.70% Notes Due 2060                                  | Level 2          | $               | 403             | $ 410           |

## 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

(Continued)

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

Table of Contents

|                                                          | Year Ended Jan 28, 2024 (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:

|                                                    | Jan 28, 2024 (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:

|                    | Jan 28, 2024   | Jan 29, 2023   |
|--------------------|----------------|----------------|
|                    | (In millions)  | (In millions)  |
| Inventories  (1) : |                |                |
| Raw materials      | $ 1,719        | $ 2,430        |
| Work in-process    | 1,505          | 466            |
| Finished goods     | 2,058          | 2,263          |
| Total inventories  | $ 5,282        | $ 5,159        |

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

Table of Contents

|                                                  | Jan 28, 2024   | Jan 29, 2023   | Estimated Useful Life   |
|--------------------------------------------------|----------------|----------------|-------------------------|
|                                                  | (In millions)  | (In millions)  | (In years)              |
| Property and Equipment:                          |                |                |                         |
| Land                                             | $ 218          | $ 218          | (A)                     |
| Buildings, leasehold improvements, and furniture | 1,816          | 1,598          | (B)                     |
| Equipment, compute hardware, and software        | 5,200          | 4,303          | 3-7                     |
| Construction in process                          | 189            | 382            | (C)                     |
| Total property and equipment, gross              | 7,423          | 6,501          |                         |
| Accumulated depreciation and amortization        | (3,509)        | (2,694)        |                         |
| Total property and equipment, net                | $ 3,914        | $ 3,807        |                         |

Depreciation expense for fiscal years 2024, 2023, and 2022 was $894 million, $844 million, and $611 million, respectively.

Accumulated amortization of leasehold improvements and finance leases was $400 million and $327 million as of January 28, 2024 and January 29, 2023, respectively.

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

|                                            | Jan 28, 2024   | Jan 29, 2023   |
|--------------------------------------------|----------------|----------------|
| Other assets:                              | (In millions)  | (In millions)  |
| Prepaid supply and capacity agreements (1) | $ 2,458        | $ 2,989        |
| Investments in non-affiliated entities     | 1,546          | 299            |
| Prepaid royalties                          | 364            | 387            |
| Other                                      | 132            | 145            |
| Total other assets                         | $ 4,500        | $ 3,820        |

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

Table of Contents

|                                             | Jan 28, 2024   | Jan 29, 2023   |
|---------------------------------------------|----------------|----------------|
|                                             | (In millions)  | (In millions)  |
| Accrued and Other Current Liabilities:      |                |                |
| Customer program accruals                   | $ 2,081        | $ 1,196        |
| Excess inventory purchase obligations (1)   | 1,655          | 954            |
| Deferred revenue (2)                        | 764            | 354            |
| Accrued payroll and related expenses        | 675            | 530            |
| Product warranty and return provisions      | 415            | 108            |
| Taxes payable                               | 296            | 467            |
| Operating leases                            | 228            | 176            |
| Unsettled share repurchases                 | 187            | 117            |
| Licenses and royalties                      | 182            | 149            |
| Other                                       | 199            | 69             |
| Total accrued and other current liabilities | $ 6,682        | $ 4,120        |

|                                   | Jan 28, 2024   | Jan 29, 2023   |
|-----------------------------------|----------------|----------------|
|                                   | (In millions)  | (In millions)  |
| Other Long-Term Liabilities:      |                |                |
| Income tax payable (1)            | $ 1,361        | $ 1,204        |
| Deferred income tax               | 462            | 247            |
| Deferred revenue (2)              | 573            | 218            |
| Licenses payable                  | 80             | 181            |
| Other                             | 65             | 63             |
| Total other long-term liabilities | $ 2,541        | $ 1,913        |

## Deferred Revenue

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

|                                              | Jan 28, 2024   | Jan 29, 2023   |
|----------------------------------------------|----------------|----------------|
|                                              | (In millions)  | (In millions)  |
| Balance at beginning of period               | $ 572          | $ 502          |
| Deferred revenue additions during the period | 2,038          | 830            |
| Revenue recognized during the period         | (1,273)        | (760)          |
| Balance at end of period                     | $ 1,337        | $ 572          |

Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $338 million. Revenue recognized during fiscal year 2023 that was included in deferred revenue as of January 30, 2022 was $282 million.

Revenue  related  to  remaining  performance  obligations  represents  the  contracted  license  and  development  arrangements  and  support  for  hardware  and software. This includes deferred revenue currently recorded and amounts that will be

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

invoiced in future periods. Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1.1 billion as of January 28, 2024. We expect to recognize approximately 40% of this revenue over the next twelve months and the remainder thereafter. This excludes revenue related to performance obligations for contracts with a length of one year or less.

## Note 11 - Derivative Financial Instruments

We enter  into  foreign  currency  forward  contracts  to  mitigate  the  impact  of  foreign  currency  exchange  rate  movements  on  our  operating  expenses.  These contracts  are  designated  as  cash  flow  hedges  for  hedge  accounting  treatment.  Gains  or  losses  on  the  contracts  are  recorded  in  accumulated  other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur.

We  also  enter  into  foreign  currency  forward  contracts  to  mitigate  the  impact  of  foreign  currency  movements  on  monetary  assets  and  liabilities  that  are denominated in currencies other than the U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which is also recorded in other income or expense.

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

Table of Contents

|                                | Jan 28, 2024   | Jan 29, 2023   |
|--------------------------------|----------------|----------------|
|                                | (In millions)  | (In millions)  |
| Designated as cash flow hedges | $ 1,168        | $ 1,128        |
| Non-designated hedges          | $ 597          | $ 366          |

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

As  of  January  28,  2024,  all  designated  foreign  currency  forward  contracts  mature  within  18  months.  The  expected  realized  gains  and  losses  deferred  into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.

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

## 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:

Table of Contents

|                                              | Expected Remaining Term (years)   | Effective Interest Rate   | Jan 28, 2024   | Jan 29, 2023   |
|----------------------------------------------|-----------------------------------|---------------------------|----------------|----------------|
|                                              |                                   |                           | (In millions)  | (In millions)  |
| 0.309% Notes Due 2023 (1)                    | -                                 | 0.41%                     | $ -  $         | 1,250          |
| 0.584% Notes Due 2024                        | 0.4                               | 0.66%                     | 1,250          | 1,250          |
| 3.20% Notes Due 2026                         | 2.6                               | 3.31%                     | 1,000          | 1,000          |
| 1.55% Notes Due 2028                         | 4.4                               | 1.64%                     | 1,250          | 1,250          |
| 2.85% Notes Due 2030                         | 6.2                               | 2.93%                     | 1,500          | 1,500          |
| 2.00% Notes Due 2031                         | 7.4                               | 2.09%                     | 1,250          | 1,250          |
| 3.50% Notes Due 2040                         | 16.2                              | 3.54%                     | 1,000          | 1,000          |
| 3.50% Notes Due 2050                         | 26.2                              | 3.54%                     | 2,000          | 2,000          |
| 3.70% Notes Due 2060                         | 36.2                              | 3.73%                     | 500            | 500            |
| Unamortized debt discount and issuance costs |                                   |                           | (41)           | (47)           |
| Net carrying amount                          |                                   |                           | 9,709          | 10,953         |
| Less short-term portion                      |                                   |                           | (1,250)        | (1,250)        |
| Total long-term portion                      |                                   |                           | $ 8,459        | $ 9,703        |

All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.

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

## Commercial Paper

We have a $575 million commercial paper program to support general corporate purposes. As of January 28, 2024, we had no commercial paper outstanding.

## Note 13 - Commitments and Contingencies

## Purchase Obligations

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

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

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

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

Table of Contents

|                     | Commitments (In millions)   |
|---------------------|-----------------------------|
| Fiscal Year:        |                             |
| 2025                | $ 17,316                    |
| 2026                | 1,143                       |
| 2027                | 1,060                       |
| 2028                | 770                         |
| 2029 and thereafter | 418                         |
| Total               | $ 20,707                    |

## Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $306 million and $82 million as of January 28, 2024 and January 29, 2023, respectively. The estimated product returns and estimated product warranty activity consisted of the following:

|                                | Year Ended    | Year Ended    | Year Ended    |
|--------------------------------|---------------|---------------|---------------|
|                                | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
|                                | (In millions) | (In millions) | (In millions) |
| Balance at beginning of period | $ 82          | $ 46          | $ 22          |
| Additions                      | 278           | 145           | 40            |
| Utilization                    | (54)          | (109)         | (16)          |
| Balance at end of period       | $ 306         | $ 82          | $ 46          |

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

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications.

## Litigation

## Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs  sought  class  certification,  an  award  of  unspecified  compensatory  damages,  an  award  of  reasonable  costs  and  expenses,  including attorneys' fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA's motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court's dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA's petition for rehearing en banc of the Ninth Circuit panel's majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA's petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court's

## Table of Contents

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

resolution of the matter. On December 5, 2023, the Ninth Circuit granted NVIDIA's motion to stay the mandate. NVIDIA's deadline to file a petition for a writ of certiorari is March 4, 2024.

The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs' appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. Following the Ninth Circuit's denial of NVIDIA's petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in this derivative matter. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and  20(a)  of  the  Exchange  Act  based  on  the  dissemination  of  allegedly  false  and  misleading  statements  related  to  channel  inventory  and  the  impact  of cryptocurrency  mining  on  GPU  demand.  The  plaintiffs  are  seeking  unspecified  damages  and  other  relief,  including  reforms  and  improvements  to  NVIDIA's corporate governance and internal procedures.

The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs' appeal in the In Re NVIDIA Corporation Securities Litigation action. Following the Ninth Circuit's denial of NVIDIA's petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in these derivative matters. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.

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

## Accounting for Loss Contingencies

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

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## Note 14 - Income Taxes

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

Table of Contents

|                              | Year Ended    | Year Ended    | Year Ended    |
|------------------------------|---------------|---------------|---------------|
|                              | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
|                              | (In millions) | (In millions) | (In millions) |
| Current income taxes:        |               |               |               |
| Federal                      | $ 5,710       | $ 1,703       | $ 482         |
| State                        | 335           | 46            | 42            |
| Foreign                      | 502           | 228           | 71            |
| Total current                | 6,547         | 1,977         | 595           |
| Deferred income taxes:       |               |               |               |
| Federal                      | (2,499)       | (2,165)       | (420)         |
| State                        | (206)         | -             | -             |
| Foreign                      | 216           | 1             | 14            |
| Total deferred               | (2,489)       | (2,164)       | (406)         |
| Income tax expense (benefit) | $ 4,058       | $ (187)       | $ 189         |

Income before income tax consists of the following:

|                          | Year Ended    | Year Ended    | Year Ended    |
|--------------------------|---------------|---------------|---------------|
|                          | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
|                          | (In millions) | (In millions) | (In millions) |
| U.S.                     | $ 29,495      | $ 3,477       | $ 8,446       |
| Foreign                  | 4,323         | 704           | 1,495         |
| Income before income tax | $ 33,818      | $ 4,181       | $ 9,941       |

The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes as follows:

|                                                  | Year Ended                        | Year Ended                        | Year Ended                        | Year Ended                        | Year Ended                        | Year Ended                        |
|--------------------------------------------------|-----------------------------------|-----------------------------------|-----------------------------------|-----------------------------------|-----------------------------------|-----------------------------------|
|                                                  | Jan 28, 2024                      | Jan 28, 2024                      | Jan 29, 2023                      | Jan 29, 2023                      | Jan 30, 2022                      | Jan 30, 2022                      |
|                                                  | (In millions, except percentages) | (In millions, except percentages) | (In millions, except percentages) | (In millions, except percentages) | (In millions, except percentages) | (In millions, except percentages) |
| Tax expense computed at federal statutory rate   | $ 7,102                           | 21.0 %                            | $ 878                             | 21.0 %                            | $ 2,088                           | 21.0 %                            |
| Expense (benefit) resulting from:                |                                   |                                   |                                   |                                   |                                   |                                   |
| State income taxes, net of federal tax effect    | 120                               | 0.4 %                             | 50                                | 1.2 %                             | 42                                | 0.4 %                             |
| Foreign-derived intangible income                | (1,408)                           | (4.2)%                            | (739)                             | (17.7)%                           | (520)                             | (5.2)%                            |
| Stock-based compensation                         | (741)                             | (2.2)%                            | (309)                             | (7.4)%                            | (337)                             | (3.4)%                            |
| Foreign tax rate differential                    | (467)                             | (1.4)%                            | (83)                              | (2.0)%                            | (497)                             | (5.0)%                            |
| U.S. federal research and development tax credit | (431)                             | (1.3)%                            | (278)                             | (6.6)%                            | (289)                             | (2.9)%                            |
| Acquisition termination cost                     | -                                 | - %                               | 261                               | 6.2 %                             | -                                 | - %                               |
| IP domestication                                 | -                                 | - %                               | -                                 | - %                               | (244)                             | (2.5)%                            |
| Other                                            | (117)                             | (0.3)%                            | 33                                | 0.8 %                             | (54)                              | (0.5)%                            |
| Income tax expense (benefit)                     | $ 4,058                           | 12.0 %                            | $ (187)                           | (4.5)%                            | $ 189                             | 1.9 %                             |

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

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

Table of Contents

|                                                                  | Jan 28, 2024   | Jan 29, 2023   |
|------------------------------------------------------------------|----------------|----------------|
|                                                                  | (In millions)  | (In millions)  |
| Deferred tax assets:                                             |                |                |
| Capitalized research and development expenditure                 | $ 3,376        | $ 1,859        |
| GILTI deferred tax assets                                        | 1,576          | 800            |
| Accruals and reserves, not currently deductible for tax purposes | 1,121          | 686            |
| Research and other tax credit carryforwards                      | 936            | 951            |
| Net operating loss and capital loss carryforwards                | 439            | 409            |
| Operating lease liabilities                                      | 263            | 193            |
| Stock-based compensation                                         | 106            | 99             |
| Property, equipment and intangible assets                        | 4              | 66             |
| Other deferred tax assets                                        | 179            | 91             |
| Gross deferred tax assets                                        | 8,000          | 5,154          |
| Less valuation allowance                                         | (1,552)        | (1,484)        |
| Total deferred tax assets                                        | 6,448          | 3,670          |
| Deferred tax liabilities:                                        |                |                |
| Unremitted earnings of foreign subsidiaries                      | (502)          | (228)          |
| Operating lease assets                                           | (255)          | (179)          |
| Acquired intangibles                                             | (74)           | (115)          |
| Gross deferred tax liabilities                                   | (831)          | (522)          |
| Net deferred tax asset (1)                                       | $ 5,617        | $ 3,148        |

As  of  January  28,  2024,  we  intend  to  indefinitely  reinvest  approximately  $1.1  billion  and  $250  million  of  cumulative  undistributed  earnings  held  by  certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.

As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.

As of January 28, 2024, we had U.S. federal, state and foreign net operating loss carryforwards of $315 million, $342 million and $361 million, respectively. The federal and state carryforwards will begin to expire in fiscal years 2026 and 2025, respectively. The foreign net operating loss carryforwards of $361 million may be  carried  forward  indefinitely. As  of  January  28,  2024,  we  had  federal  research  tax  credit  carryforwards  of  $31  million,  before  the  impact  of  uncertain  tax positions, that will begin to expire in fiscal year 2025. We have state research tax credit carryforwards of $1.6 billion, before the impact of uncertain tax positions. $1.5 billion is attributable to the State of California and may be carried over indefinitely and $75 million is attributable to various other states and will begin to expire in fiscal year 2025. As of January 28, 2024, we had federal capital loss carryforwards of $1.4 billion that will begin to expire in fiscal year 2025.

Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and  circumstances.  Utilization  of  tax  attributes  may  also  be  subject  to  limitations  due  to  ownership  changes  and  other  limitations  provided  by  the  Internal Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

A reconciliation of gross unrecognized tax benefits is as follows:

Table of Contents

|                                             | Jan 28, 2024   | Jan 29, 2023   | Jan 30, 2022   |
|---------------------------------------------|----------------|----------------|----------------|
|                                             | (In millions)  | (In millions)  | (In millions)  |
| Balance at beginning of period              | $ 1,238        | $ 1,013        | $ 776          |
| Increases in tax positions for current year | 616            | 268            | 246            |
| Increases in tax positions for prior years  | 87             | 1              | 14             |
| Decreases in tax positions for prior years  | (148)          | (15)           | (4)            |
| Settlements                                 | (104)          | (9)            | (8)            |
| Lapse in statute of limitations             | (19)           | (20)           | (11)           |
| Balance at end of period                    | $ 1,670        | $ 1,238        | $ 1,013        |

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

We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or reduction of long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.

We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $42 million, $33 million, and $14 million during fiscal years 2024, 2023 and 2022, respectively. As of January 28, 2024 and January 29, 2023, we have accrued $140 million and $95 million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.

While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax-related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved. As of January 28, 2024, we have not identified any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

We are subject to taxation by taxing authorities both in the United States and other countries. As of January 28, 2024, the significant tax jurisdictions that may be subject  to  examination  include  the  United  States  for  fiscal  years  after  2020,  as  well  as  China,  Germany,  Hong  Kong,  India,  Israel,  Taiwan,  and  the  United Kingdom for fiscal  years  2005  through  2023. As  of  January  28,  2024,  the  significant  tax  jurisdictions  for  which  we  are  currently  under  examination  include Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023.

## Note 15 - Shareholders' Equity

## Capital Return Program

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

In fiscal year 2022, we retired our existing 349 million treasury shares. These shares assumed the status of authorized and unissued shares upon retirement. The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings, resulting in a reduction in additional paidin capital by $20 million and retained earnings by $12.0 billion. Any future repurchased shares will assume the status of authorized and unissued shares.

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

## Note 16 - Employee Retirement Plans

We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our contribution expense for fiscal years 2024, 2023, and 2022 was $255 million, $227 million, and $168 million, respectively.

## Note 17 - Segment Information

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

The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive artificial intelligence, or AI, Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; electric vehicle computing platforms; Jetson for robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud.

The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse Enterprise software for building and operating 3D internet applications.

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

The 'All Other' category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisitionrelated  and  other  costs,  intellectual  property  related,  or  IP-related  costs,  acquisition  termination  cost,  and  other  non-recurring  charges  and  benefits  that  our CODM deems to be enterprise in nature.

Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment. However, our CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments and the 'All Other' category.

Table of Contents

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

## NVIDIA Corporation and Subsidiaries

## Notes to the Consolidated Financial Statements

(Continued)

Table of Contents

|                                                     | Year Ended    | Year Ended    | Year Ended    |
|-----------------------------------------------------|---------------|---------------|---------------|
|                                                     | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
|                                                     | (In millions) | (In millions) | (In millions) |
| Reconciling items included in "All Other" category: |               |               |               |
| Stock-based compensation expense                    | $ (3,549)     | $ (2,710)     | $ (2,004)     |
| Unallocated cost of revenue and operating expenses  | (728)         | (595)         | (399)         |
| Acquisition-related and other costs                 | (583)         | (674)         | (636)         |
| IP-related and legal settlement costs               | (40)          | (23)          | (10)          |
| Restructuring costs and other                       | -             | (54)          | -             |
| Acquisition termination cost                        | -             | (1,353)       | -             |
| Other                                               | 10            | (2)           | -             |
| Total                                               | $ (4,890)     | $ (5,411)     | $ (3,049)     |

Revenue by geographic areas is designated based upon the billing location of the customer. End customer location may be different than our customer's billing location. Revenue by geographic areas was as follows:

|                             | Year Ended    | Year Ended    | Year Ended    |
|-----------------------------|---------------|---------------|---------------|
|                             | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
| Revenue:                    | (In millions) | (In millions) | (In millions) |
| United States               | $ 26,966      | $ 8,292       | $ 4,349       |
| Taiwan                      | 13,405        | 6,986         | 8,544         |
| China (including Hong Kong) | 10,306        | 5,785         | 7,111         |
| Other countries             | 10,245        | 5,911         | 6,910         |
| Total revenue               | $ 60,922      | $ 26,974      | $ 26,914      |

Revenue from sales to customers outside of the United States accounted for 56%, 69%, and 84% of total revenue for fiscal years 2024, 2023, and 2022, respectively. The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.

Sales to one customer represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. No customer represented 10% or more of total revenue for fiscal years 2023 and 2022.

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

|                            | Year Ended    | Year Ended    | Year Ended    |
|----------------------------|---------------|---------------|---------------|
|                            | Jan 28, 2024  | Jan 29, 2023  | Jan 30, 2022  |
| Revenue:                   | (In millions) | (In millions) | (In millions) |
| Data Center                | $ 47,525      | $ 15,005      | $ 10,613      |
| Gaming                     | 10,447        | 9,067         | 12,462        |
| Professional Visualization | 1,553         | 1,544         | 2,111         |
| Automotive                 | 1,091         | 903           | 566           |
| 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

(Continued)

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.

Table of Contents

|                         | Jan 28, 2024   | Jan 29, 2023   |
|-------------------------|----------------|----------------|
| Long-lived assets:      | (In millions)  | (In millions)  |
| United States           | $ 2,595        | $ 2,587        |
| Taiwan                  | 773            | 702            |
| Israel                  | 325            | 283            |
| Other countries         | 221            | 235            |
| Total long-lived assets | $ 3,914        | $ 3,807        |

## NVIDIA Corporation and Subsidiaries Schedule II - Valuation and Qualifying Accounts

| Description                      | Balance at Beginning of Period   | Additions      | Deductions    | Balance at End of Period   |
|----------------------------------|----------------------------------|----------------|---------------|----------------------------|
|                                  | (In millions)                    | (In millions)  | (In millions) | (In millions)              |
| Fiscal year 2024                 |                                  |                |               |                            |
| Allowance for doubtful accounts  | $                                | 4  $ -  (1)    | $ -  (1)      | $ 4                        |
| Sales return allowance           | $                                | 26  $ 213  (2) | $ (130) (4)   | $ 109                      |
| Deferred tax valuation allowance | $ 1,484                          | $ 162  (3)     | $ (94) (3)    | $ 1,552                    |
| Fiscal year 2023                 |                                  |                |               |                            |
| Allowance for doubtful accounts  | $                                | 4  $ -  (1)    | $ -  (1)      | $ 4                        |
| Sales return allowance           | $                                | 13  $ 104  (2) | $ (91) (4)    | $ 26                       |
| Deferred tax valuation allowance | $ 907                            | $ 577  (3)     | $ -           | $ 1,484                    |
| Fiscal year 2022                 |                                  |                |               |                            |
| Allowance for doubtful accounts  | $                                | 4  $ -  (1)    | $ -  (1)      | $ 4                        |
| Sales return allowance           | $                                | 17  $ 19  (2)  | $ (23) (4)    | $ 13                       |
| Deferred tax valuation allowance | $ 728                            | $ 179  (3)     | $ -           | $ 907                      |

## Exhibit Index

|             |                                                                                | Incorporated by Reference   | Incorporated by Reference   |             |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-----------------------------|-----------------------------|-------------|
| Exhibit No. | Exhibit Description                                                                                | Schedule/Form               | Exhibit                     | Filing Date |
| 2.1         | Agreement and Plan of Merger, dated March 10, 2019, by and among NVIDIA Corporation, NVIDIA International Holdings Inc., Mellanox Technologies Ltd. and Teal Barvaz Ltd.        | 8-K                         | 2.1                         | 3/11/2019   |
| 2.2^        | Share Purchase Agreement, dated September 13, 2020, by and among NVIDIA, NVIDIA Holdings, Arm, SoftBank, and Vision Fund                                                        | 8-K                         | 2.1                         | 9/14/2020   |
| 3.1         | Restated Certificate of Incorporation                                                                                | 10-K                        | 3.1                         | 3/18/2022   |
| 3.2         | Amendment to Restated Certificate of Incorporation of NVIDIA Corporation                                                                                | 8-K                         | 3.1                         | 6/6/2022    |
| 3.3         | Bylaws of NVIDIA Corporation, Amended and Restated as of March 2, 2023                                                                                | 8-K                         | 3.1                         | 3/8/2023    |
| 4.1         | Reference is made to Exhibits 3.1, 3.2 and 3.3                                                                                |                             |                             |             |
| 4.2         | Specimen Stock Certificate                                                                                | S-1/A                       | 4.2                         | 4/24/1998   |
| 4.3         | Indenture, dated as of September 16, 2016, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee | 8-K                         | 4.1                         | 9/16/2016   |
| 4.4         | Officers' Certificate, dated as of September 16, 2016                                                                                | 8-K                         | 4.2                         | 9/16/2016   |
| 4.5         | Form of 2026 Note                                                                                | 8-K                         | Annex B-1 to Exhibit 4.2    | 9/16/2016   |
| 4.6         | Description of Securities                                                                                | 10-K                        | 4.6                         | 2/24/2023   |
| 4.7         | Officers' Certificate, dated as of March 31, 2020                                                                                | 8-K                         | 4.2                         | 3/31/2020   |
| 4.8         | Form of 2030 Note                                                                                | 8-K                         | Annex A-1 to Exhibit 4.2    | 3/31/2020   |
| 4.9         | Form of 2040 Note                                                                                | 8-K                         | Annex B-1 to                | 3/31/2020   |
| 4.10        | Form of 2050 Note                                                                                | 8-K                         | Annex C-1 to                | 3/31/2020   |
| 4.11        | Form of 2060 Note                                                                                | 8-K                         | Annex D-1 to Exhibit 4.2    | 3/31/2020   |
| 4.12        | Officers' Certificate, dated as of June 16, 2021                                                                                | 8-K                         | 4.2                         | 6/16/2021   |
| 4.13        | Form of 2023 Note                                                                                | 8-K                         | Annex A-1 to Exhibit 4.2    | 6/16/2021   |
| 4.14        | Form of 2024 Note                                                                                | 8-K                         | Annex B-1 to                | 6/16/2021   |
| 4.15        | Form of 2028 Note                                                                                | 8-K                         | Annex C-1 to Exhibit 4.2    | 6/16/2021   |
| 4.16        | Form of 2031 Note                                                                                | 8-K                         | Annex D-1 to Exhibit 4.2    | 6/16/2021   |
| 10.1        | Form  of  Indemnity Agreement  between  NVIDIA  Corporation  and  each  of  its directors and officers                                                                          | 8-K                         | 10.1                        | 3/7/2006    |
| 10.2+       | Amended and Restated 2007 Equity Incentive Plan                                                                                | 10-K                        | 10.2                        | 2/24/2023   |
| 10.3+       | Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)         | 10-K                        | 10.26                       | 3/12/2015   |
| 10.4+       | Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2016)                           | 10-K                        | 10.27                       | 3/12/2015   |
| 10.5+       | Amended and Restated 2007 Equity Incentive Plan - Global Performance- Based Restricted Stock Unit Grant Notice and Performance-Based Restricted                                 | 8-K                         | 10.1                        | 3/11/2019   |
| 10.6+       | Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2020)                                   | 10-Q                        | 10.2                        | 5/21/2020   |

| 10.7+    | Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2021)                                           | 10-Q   | 10.2   | 5/26/2021   |
|----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------|
| 10.8+    | Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)                                           | 10-K   | 10.16  | 3/18/2022   |
| 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   |
| 10.11+   | Variable Compensation Plan - Fiscal Year 2023                                                                                | 8-K    | 10.1   | 3/9/2022    |
| 10.12+   | Variable Compensation Plan - Fiscal Year 2024                                                                                | 8-K    | 10.1   | 3/8/2023    |
| 10.13    | Form of Commercial Paper Dealer Agreement between NVIDIA Corporation, as Issuer, and the Dealer party thereto                                                                           | 8-K    | 10.1   | 12/15/2017  |
| 21.1*    | Subsidiaries of Registrant                                                                                |        |        |             |
| 23.1*    | Consent of PricewaterhouseCoopers LLP                                                                                |        |        |             |
| 24.1*    | Power of Attorney (included in signature page)                                                                                |        |        |             |
| 31.1*    | Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                           |        |        |             |
| 31.2*    | Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934                                                                           |        |        |             |
| 32.1#*   | Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934                                                                           |        |        |             |
| 32.2#*   | Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934                                                                           |        |        |             |
| 97.1+*   | Compensation Recovery Policy, as amended and restated November 30, 2023                                                                                |        |        |             |
| 101.INS* | XBRL Instance Document                                                                                |        |        |             |
| 101.SCH* | XBRL Taxonomy Extension Schema Document                                                                                |        |        |             |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document                                                                                |        |        |             |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document                                                                                |        |        |             |
| 101.LAB* | XBRL Taxonomy Extension Labels Linkbase Document                                                                                |        |        |             |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document                                                                                |        |        |             |
| 104      | Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |        |        |             |

Copies of above exhibits not contained herein are available to any shareholder upon written request to: Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051

## Item 16. Form 10-K Summary

## Not Applicable.

## Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 21, 2024.

## NVIDIA Corporation

By:

/s/ Jen-Hsun Huang

Jen-Hsun Huang

President and Chief Executive Officer

## Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection  therewith,  with  the  Securities  and  Exchange  Commission,  granting  unto  said  attorneys-in-facts  and  agents,  and  each  of  them,  full  power  and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

| Signature             | Title                                                                              | Date              |
|-----------------------|------------------------------------------------------------------------------------|-------------------|
| /s/ JEN-HSUN HUANG    | President, Chief Executive Officer and Director (Principal Executive Officer)      | February 21, 2024 |
| Jen-Hsun Huang        |                                                                                |                   |
| /s/ COLETTE M. KRESS  | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | February 21, 2024 |
| Colette M. Kress      |                                                                                |                   |
| /s/ DONALD ROBERTSON  | Vice President and Chief Accounting Officer (Principal Accounting Officer)         | February 21, 2024 |
| Donald Robertson      |                                                                                |                   |
| /s/ ROBERT BURGESS    | Director                                                                           | February 21, 2024 |
| Robert Burgess        |                                                                                |                   |
| /s/ TENCH COXE        | Director                                                                           | February 21, 2024 |
| Tench Coxe            |                                                                                |                   |
| /s/ JOHN O. DABIRI    | Director                                                                           | February 21, 2024 |
| John O. Dabiri        |                                                                                |                   |
| /s/ PERSIS DRELL      | Director                                                                           | February 21, 2024 |
| Persis Drell          |                                                                                |                   |
| /s/ DAWN HUDSON       | Director                                                                           | February 21, 2024 |
| Dawn Hudson           |                                                                                |                   |
| /s/ HARVEY C. JONES   | Director                                                                           | February 21, 2024 |
| Harvey C. Jones       |                                                                                |                   |
| /s/ MELISSA B. LORA   | Director                                                                           | February 21, 2024 |
| Melissa B. Lora       |                                                                                |                   |
| /s/ MICHAEL MCCAFFERY | Director                                                                           | February 21, 2024 |
| Michael McCaffery     |                                                                                |                   |
| /s/ STEPHEN C. NEAL   | Director                                                                           | February 21, 2024 |
| Stephen C. Neal       |                                                                                |                   |
| /s/ MARK L. PERRY     | Director                                                                           | February 21, 2024 |
| Mark L. Perry         |                                                                                |                   |
| /s/ A. BROOKE SEAWELL | Director                                                                           | February 21, 2024 |
| A. Brooke Seawell     |                                                                                |                   |
| /s/ AARTI SHAH        | Director                                                                           | February 21, 2024 |
| Aarti Shah            |                                                                                |                   |
| /s/ MARK STEVENS      | Director                                                                           | February 21, 2024 |

Mark Stevens

## SUBSIDIARIES OF REGISTRANT

The following is a list of subsidiaries of NVIDIA Corporation as of January 28, 2024, omitting subsidiaries which, considered in the aggregate, would not constitute a significant subsidiary.

Subsidiaries of Registrant (All 100% owned)

State or Other Jurisdiction of Incorporation

Mellanox Technologies, Ltd NVIDIA International, Inc. NVIDIA Singapore Pte Ltd

Israel Delaware, U.S. Singapore

## CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-270119) and Form S-8 (Nos. 33374905, 333-51520, 333-74868, 333-100010, 333-106191, 333-114375, 333-123933, 333-132493, 333-140021, 333-143953, 333-181625, 333185036, 333-188775, 333-196259, 333-211615, 333-229774, 333-237833, 333-239164, 333-249570, 333-259044, and 333-267207) of NVIDIA Corporation of our report dated February 21, 2024 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP San Jose, California February 21, 2024

## CERTIFICATION

- I, Jen-Hsun Huang, certify that:
- 1.  I have reviewed this Annual Report on Form 10-K of NVIDIA Corporation;
- 2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- 3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- 4.    The  registrant's  other  certifying  officer(s)  and  I  are  responsible  for  establishing  and  maintaining  disclosure  controls  and  procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:
- (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- (b)  designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be  designed  under  our supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for external purposes in accordance with generally accepted accounting principles;
- (c)  evaluated  the  effectiveness  of  the  registrant's  disclosure  controls  and  procedures  and  presented  in  this  report  our  conclusions  about  the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
- (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
- 5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
- (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
- (b)  any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the  registrant's  internal control over financial reporting.

Date:  February 21, 2024

/s/ JEN-HSUN HUANG Jen-Hsun Huang President and Chief Executive Officer

## CERTIFICATION

- I, Colette M. Kress, certify that:
- 1.  I have reviewed this Annual Report on Form 10-K of NVIDIA Corporation;
- 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
- 3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
- 4.    The  registrant's  other  certifying  officer(s)  and  I  are  responsible  for  establishing  and  maintaining  disclosure  controls  and  procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a15(f) and 15d-15(f)) for the registrant and have:
- (a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
- (b)  designed  such  internal  control  over  financial  reporting,  or  caused  such  internal  control  over  financial  reporting  to  be  designed  under  our supervision,  to  provide  reasonable  assurance  regarding  the  reliability  of  financial  reporting  and  the  preparation  of  financial  statements  for external purposes in accordance with generally accepted accounting principles;
- (c)  evaluated  the  effectiveness  of  the  registrant's  disclosure  controls  and  procedures  and  presented  in  this  report  our  conclusions  about  the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
- (d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
- 5.  The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
- (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
- (b)  any  fraud,  whether  or  not  material,  that  involves  management  or  other  employees  who  have  a  significant  role  in  the  registrant's  internal control over financial reporting.

Date:  February 21, 2024

/s/ COLETTE M. KRESS

Colette M. Kress

Executive Vice President and Chief Financial Officer

## CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Jen-Hsun Huang, the President and Chief Executive Officer of NVIDIA Corporation (the 'Company'), hereby certifies that, to the best of his knowledge:

- 1.  The Company's Annual Report on Form 10-K for the year ended January 28, 2024, to which this Certification is attached as Exhibit 32.1 (the 'Periodic Report'), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
- 2.  The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Date:  February 21, 2024

## /s/ JEN-HSUN HUANG

Jen-Hsun Huang

President and Chief Executive Officer

A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be retained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

## CERTIFICATION

Pursuant to the requirement set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the 'Exchange Act'), and Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. § 1350), Colette M. Kress, Executive Vice President and Chief Financial Officer of NVIDIA Corporation (the 'Company'), hereby certifies that, to the best of her knowledge:

- 1. The Company's Annual Report on Form 10-K for the year ended January 28, 2024, to which this Certification is attached as Exhibit 32.2 (the 'Periodic Report'), fully complies with the requirements of Section 13(a) or Section 15(d) of the Exchange Act; and
- 2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition of the Company at the end of the period covered by the Periodic Report and results of operations of the Company for the period covered by the Periodic Report.

Date:  February 21, 2024

## /s/ COLETTE M. KRESS

Colette M. Kress

Executive Vice President and Chief Financial Officer

A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and will be retained by NVIDIA Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act (whether made before or after the date of the Form 10-K), irrespective of any general incorporation language contained in such filing.

## COMPENSATION RECOVERY POLICY

Last updated: November 30, 2023

## Policy Purpose | Applicability

This Policy provides for the Company's recovery, in the event of an Accounting Restatement, of certain compensation received by the Company's officers. Specifically, this Policy applies to Incentive Compensation Received on or after the Effective Date by a Covered Officer (i) after beginning services as a Covered Officer, (ii) who served as a Covered Officer at any time during the performance period for such Incentive Compensation, (iii) while the Company had a class of securities listed on a national securities exchange or a national securities association, and (iv) during the Lookback Period.

This Policy is designed to comply, and shall be interpreted to be consistent, with the Compensation Recovery Rules. It shall be binding and enforceable against all Covered Officers and, to the extent required by the Compensation Recovery Rules, their beneficiaries, heirs, executors, administrators or other legal representatives.

This Policy amends and restates the Prior Policy with respect to all Incentive Compensation that is Received by a Covered Officer on and after the Effective Date. The Prior Policy shall continue to apply to Incentive Compensation Received by a Covered Officer prior to the Effective Date.

## Policy Statement | Responsibilities

In the event of an Accounting Restatement, regardless of whether or when any restated financial statements are filed, the Company must reasonably promptly recover the full amount of the Recoverable Incentive Compensation, regardless of whether the Covered Officer engaged in any misconduct and regardless of fault.

For any compensation plans or programs involving Incentive Compensation, the amount of Recoverable Incentive Compensation shall include the amount contributed to any notional account based on Recoverable Incentive Compensation and any earnings to date on that notional amount. For any Incentive Compensation that is based on stock price or TSR, where the amount of Recoverable Incentive Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement, the amount of Recoverable Incentive Compensation shall be based on a reasonable estimate of the effect of the Accounting Restatement on the applicable stock price or TSR. The Company shall maintain documentation of the determination of that reasonable estimate and provide it to Nasdaq in accordance with Rule 5608.

The Company would not be required to recover Recoverable Incentive Compensation if (I) (A) the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount of the Recoverable Incentive Compensation, or (B) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of Code Sections 401(a)(13) or 411(a) and regulations thereunder and (II) the Committee (or in the absence of a Committee, a majority of the independent members of the Board) determines that recovery would be impracticable. However, before concluding that it would be impracticable to recover any amount of Recoverable Incentive Compensation based on expense of enforcement under (I)(A) of this paragraph, the Company shall make a reasonable attempt to recover such Recoverable Incentive Compensation, document its reasonable attempt(s) to recover, and provide that documentation to Nasdaq in accordance with Rule 5608.

To the extent permitted by applicable law, the Committee shall, in its sole discretion, determine the timing and method for recovering Recoverable Incentive Compensation, provided that the recovery is undertaken reasonably promptly. The Committee may, but is not limited to, seek recovery from a Covered Officer from any or a combination of the following sources, irrespective of whether the applicable source of compensation was approved, awarded, granted, payable or paid to the Covered Officer prior to, on, or after the Effective Date: (i) direct repayment of Recoverable Incentive Compensation previously paid to the Covered Officer; (ii) cancelling or directing the return of prior cash or equity-based awards (whether vested or unvested and whether paid or unpaid); (iii) cancelling or offsetting against any planned future cash or equity-based awards; (iv) forfeiture of any deferred compensation, subject to compliance with Code Section 409A; and (v) any other method authorized by applicable

NVIDIA Corporation    Application: Global Document Name: Compensation Recovery Policy - External

![Image](nvidia_10k_2024_artifacts/image_000002_ac59a8dae870f6a1e0bd166ed8ae5383f200f86d5b5f13bf60bc5765bc5696c5.png)

![Image](nvidia_10k_2024_artifacts/image_000003_55b97be761dfb7c150f528830846bd87489e04d3f7000eafea76aabe59e5fa52.png)

## COMPENSATION RECOVERY POLICY

law or contract. The Committee need not utilize the same method of recovery for all Covered Officers or with respect to all types of Recoverable Incentive Compensation.

The Company shall make any disclosures and filings with respect to the Policy that are required by law, including as required by the SEC.

Notwithstanding any indemnification agreement, applicable insurance policy or any other agreement or provision of the Company's certificate of incorporation or bylaws to the contrary, no Covered Officer shall be entitled to indemnification against the loss of Recoverable Incentive Compensation, nor shall any Covered Officer be entitled to advancement of expenses in connection with any enforcement of this Policy by the Company, including payment or reimbursement for the Covered Officer's insurance premiums to cover potential obligations to the Company under this Policy. All Covered Officers are subject to this Policy pursuant to the terms as set forth in Exhibit A .

Nothing in this Policy nor any recovery shall limit any claims, damages or other legal remedies the Company may have against a Covered Officer. This Policy does not preclude the Company from taking any other action to enforce a Covered Officer's obligations to the Company, including, without limitation, termination of employment and/or institution of civil proceedings.

This Policy is in addition to the requirements of Section 304 of the Sarbanes-Oxley Act of 2002 that are applicable to the Company's Chief Executive Officer and Chief Financial Officer and to any other compensation recovery policy and/or similar provisions in any employment, equity plan, equity award or other individual agreement to which the Company is a party or which the Company has adopted or may adopt and maintain from time to time; provided, that any amounts already recovered by or reimbursed to the Company under those requirements and provisions related to the same Accounting Restatement will be credited towards the amount of any Recoverable Incentive Compensation under this Policy, except as may be required by applicable law or listing standards.

Any action by the Company to recover or any recovery of Recoverable Incentive Compensation under this Policy from a Covered Officer shall not be deemed (i) 'good reason' for resignation or to serve as a basis for a claim of constructive termination under any benefits or compensation arrangements applicable to such Covered Officer, or (ii) to constitute a breach of any contract or other arrangement to which such Covered Officer is a party.

## COMPLIANCE, VIOLATIONS and CONSEQUENCES

The Company may be subject to delisting if it does not comply with this Policy.

## ADMINISTRATION, TERMINATION and AMENDMENT

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

The Committee members and any other members of the Board who assist in the administration of this Policy shall not be personally liable for any action, determination or interpretation made with respect to this Policy and shall be indemnified by the Company to the fullest extent under applicable law and Company policy with respect to any such action, determination or interpretation. The foregoing sentence shall not limit any other rights to indemnification of Committee members under applicable law or Company policy.

Subject to applicable law, the Committee may authorize and empower any officer or employee of the Company to take any and all actions that the Committee, in its sole discretion, deems necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).

NVIDIA Corporation    Application: Global Document Name: Compensation Recovery Policy - External

![Image](nvidia_10k_2024_artifacts/image_000004_55b97be761dfb7c150f528830846bd87489e04d3f7000eafea76aabe59e5fa52.png)

## COMPENSATION RECOVERY POLICY

If any provision of this Policy or the application of any provision to a Covered Officer shall be adjudicated to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Policy, and the invalid, illegal or unenforceable provisions shall be deemed amended to the minimum extent necessary to render any such provision or application enforceable.

The Committee may amend, terminate or replace this Policy or any portion of this Policy at any time in its sole discretion, and shall amend this Policy as it deems necessary to comply with applicable law or listing standards.

## Speak Up | Reporting Concerns

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

## Resources | Questions

If you have any questions about any aspect of this Policy, you are encouraged to contact Corporate Legal.

NVIDIA Corporation    Application: Global Document Name: Compensation Recovery Policy - External

Page 3 of 5

## COMPENSATION RECOVERY POLICY

## Definitions

| Accounting Restatement             | An accounting restatement that the Company is required to prepare due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period   |
|------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Accounting Restatement Date        | The earlier  to  occur  of  (i)  the  date  that  the  Board,  a  committee  of  the  Board,  or  the  officer  or  officers  of  the  Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company  is  required  to  prepare  an  Accounting  Restatement,  or  (ii)  the  date  that  a  court,  regulator  or  other  legally authorized body directs the Company to prepare an Accounting Restatement                           |
| Board                              | Board of Directors of the Company                                                                                |
| Code                               | Internal Revenue Code of 1986, as amended                                                                                |
| Committee                          | Compensation Committee of the Board                                                                                |
| Company                            | NVIDIA Corporation                                                                                |
| Compensation                       | Section 10D and Rule 10D-1 of the Exchange Act and Rule 5608                                                                                |
| Covered Officer                    | A current or former 'executive officer,' as such term is defined in Section 10D and Rule 10D-1(d) of the Exchange Act and Rule 5608                                                                                |
| Effective Date                     | October 2, 2023                                                                                |
| Exchange Act                       | Securities Exchange Act of 1934, as amended                                                                                |
| Financial Reporting Measure        | A measure that is determined and presented in accordance with the accounting principles used in preparing the Company's financial statements, and any measure derived wholly or in part from such measure, including Company stock price and TSR. A measure need not be presented in the Company's financial statements or included in a filing with the SEC in order                                                                                |
| Incentive Compensation             | Any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure                                                                                |
| Lookback Period                    | The three completed fiscal years immediately preceding the Accounting Restatement Date, as well as any transition period (resulting from a change in the Company's fiscal year) within or immediately following those three completed fiscal years (except  that  a  transition  period  of  at  least  nine  months  shall  be  deemed  a  completed  fiscal  year);  provided,  that  the Lookback Period shall not include fiscal years completed prior to October 2, 2023                                    |
| Prior Policy                       | The Company's Compensation Recovery Policy dated April 1, 2009                                                                                |
| Received                           | Incentive  Compensation  is  deemed  'received'  in  the  Company's  fiscal  period  in  which  the  relevant  Financial  Reporting Measure is attained, even if the payment or grant of such Incentive Compensation occurs after the end of that period.                                                                                |
| Recoverable Incentive Compensation | Incentive Compensation Received by a Covered Officer during the Lookback Period that exceeds the amount of Incentive Compensation  that  otherwise  would  have  been  Received  had  such  amount  been  determined  based  on  the Accounting Restatement, computed without regard to any taxes paid (i.e., on a gross basis without regarding to tax withholdings and other deductions)                                                                                |
| Rule 5608                          | Nasdaq Listing Rule 5608                                                                                |
| SEC                                | Securities and Exchange Commission                                                                                |
| TSR                                | Total shareholder return                                                                                |

![Image](nvidia_10k_2024_artifacts/image_000005_55b97be761dfb7c150f528830846bd87489e04d3f7000eafea76aabe59e5fa52.png)

## Exhibit A

## NVIDIA Corporation

## Compensation Recovery Policy

## Form of Executive Acknowledgment

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

In the event that the Committee (as defined in the Policy) or other applicable administrator of the Policy determines that any compensation granted, awarded, earned or paid to me must be forfeited or reimbursed to the Company pursuant to the Policy, I will promptly take any action necessary to effectuate such forfeiture and/or reimbursement. Notwithstanding anything to the contrary in the Company's bylaws or in any indemnity agreement between the Company and me, I further agree and acknowledge that I am not entitled to indemnification against the loss of any Recoverable Incentive Compensation, I am not entitled to payment or reimbursement by the Company for premiums in connection with any insurance I may procure to cover potential obligations to the Company under this Policy, and I hereby waive any right to advancement of expenses in connection with any enforcement of the Policy by the Company.

Agreed and Acknowledged:

Name:

Title:

Date:

NVIDIA Corporation    Application: Global Document Name: Compensation Recovery Policy - External