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"UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549\n\n<!-- image --> ## FORM 10-Q\n\n\u2612 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nFor the quarterly period ended October 27, 2024\n\nOR\n\n\u2610 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934\n\nCommission File Number: 0-23985 ## NVIDIA CORPORATION\n\n(Exact name of registrant as speci fi ed in its charter)\n\nDelaware (State or other jurisdiction of incorporation or organization)\n\n94-3177549 (I.R.S. Employer Identi fi cation No.)\n\n2788 San Tomas Expressway, Santa Clara, California (Address of principal executive o ffi ces)\n\n95051 (Zip Code)\n\n(408) 486-2000 (Registrant's telephone number, including area code)\n\nN/A\n\n(Former name, former address and former fi scal year, if changed since last report)\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\nTitle of each class\n\nTrading Symbol(s) NVDA\n\nName of each exchange on which registered The Nasdaq Global Select Market\n\nCommon Stock, $0.001 par value per share\n\nIndicate by check mark whether the registrant (1) has fi led all reports required to be fi led 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 fi le such reports), and (2) has been subject to such fi ling requirements for the past 90 days. Yes \u2612 No \u2610\n\nIndicate 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 (\u00a7232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such fi les). Yes \u2612 No \u2610\n\nIndicate by check mark whether the registrant is a large accelerated fi ler , an accelerated fi ler , a non-accelerated fi ler , a smaller reporting company, or an emerging growth company. See the de fi nitions of 'large accelerated fi ler ,' 'accelerated fi ler ,' 'smaller reporting company,' and 'emerging growth company' in Rule 12b-2 of the Exchange Act.\n\nLarge accelerated fi ler \u2612\n\nAccelerated fi ler\n\n\u2610 Non-accelerated fi ler\n\n\u2610\n\nSmaller reporting company\n\n\u2610\n\nEmerging growth company\n\n\u2610\n\nIf 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 fi nancial accounting standards provided pursuant to Section 13(a) of the Exchange Act. \u2610\n\nIndicate by check mark whether the registrant is a shell company (as de fi ned in Rule 12b-2 of the Exchange Act). Yes \u2610 No \u2612\n\nThe number of shares of common stock, $0.001 par value, outstanding as of November 15, 2024, was 24.49 billion. ## NVIDIA Corporation ## Form 10-Q For the Quarter Ended October 27, 2024 ## Table of Contents\n\nPage\n\n| | Part I : Financial Information | |\n|-----------|----------------------------------------------------------------------------------------------------------------------------------------|----|\n| Item 1. | Financial Statements (Unaudited) | |\n| | a) Condensed Consolidated Statements of Income for the three and nine months ended October 27, 2024 and October 29, 2023 | 3 |\n| | b) Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended October 27, 2024 and October 29, 2023 | 4 |\n| | c) Condensed Consolidated Balance Sheets as of October 27, 2024 and January 28, 2024 | 5 |\n| | d) Condensed Consolidated Statements of Shareholders' Equity for the three and nine months ended October 27, 2024 and October 29, 2023 | 6
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"## Condensed Consolidated Statements of Income\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|--------------------------------------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| Revenue | $ 35,082 | $ 18,120 | $ 91,166 | $ 38,819 |\n| Cost of revenue | 8,926 | 4,720 | 22,031 | 11,309 |\n| Gross pro fi t | 26,156 | 13,400 | 69,135 | 27,510 |\n| Operating expenses | | | | |\n| Research and development | 3,390 | 2,294 | 9,200 | 6,210 |\n| Sales, general and administrative | 897 | 689 | 2,516 | 1,942 |\n| Total operating expenses | 4,287 | 2,983 | 11,716 | 8,152 |\n| Operating income | 21,869 | 10,417 | 57,419 | 19,358 |\n| Interest income | 472 | 234 | 1,275 | 572 |\n| Interest expense | (61) | (63) | (186) | (194) |\n| Other, net | 36 | (66) | 301 | (24) |\n| Other income (expense), net | 447 | 105 | 1,390 | 354 |\n| Income before income tax | 22,316 | 10,522 | 58,809 | 19,712 |\n| Income tax expense | 3,007 | 1,279 | 8,020 | 2,237 |\n| Net income | $ 19,309 | $ 9,243 | $ 50,789 | $ 17,475 |\n| Net income per share: | | | | |\n| Basic | $ 0.79 | $ 0.37 | $ 2.07 | $ 0.71 |\n| Diluted | $ 0.78 | $ 0.37 | $ 2.04 | $ 0.70 |\n| Weighted average shares used in per share computation: | | | | |\n| Basic | 24,533 | 24,680 | 24,577 | 24,700 |\n| Diluted | 24,774 | 24,940 | 24,837 | 24,940 |\n\nSee accompanying Notes to Condensed Consolidated Financial Statements. ## NVIDIA Corporation and Subsidiaries Condensed Consolidated Statements of Comprehensive Income (In millions) (Unaudited)\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|-----------------------------------------------------------------
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"Shareholders of record at the close of market on June 6, 2024 received nine additional shares of common stock, distributed after the close of market on June 7, 2024. All share, equity award and per share amounts presented herein have been retrospectively adjusted to re fl ect the Stock Split. ## Signi fi cant Accounting Policies\n\nThere have been no material changes to our signi fi cant accounting policies disclosed in Note 1 - Organization and Summary of Signi fi cant Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024. ## Fiscal Year\n\nWe operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2025 and 2024 are both 52-week years. The third quarters of fi scal years 2025 and 2024 were both 13-week quarters. ## Principles of Consolidation\n\nOur condensed consolidated fi nancial 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\n\nThe preparation of fi nancial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that a ff ect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the fi nancial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could di ff er materially from our estimates. On an on-going basis, we evaluate our estimates, including those related to accounts receivable, cash equivalents and marketable securities, goodwill, income taxes, inventories and product purchase commitments, investigation and settlement costs, litigation, other contingencies, property, plant, and equipment, revenue recognition, and stock-based compensation. These estimates are based on historical facts and other assumptions that we believe are reasonable.",
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"## Recently Issued Accounting Pronouncements ## Recent Accounting Pronouncements Not Yet Adopted\n\nIn November 2023, the Financial Accounting Standards Board, or FASB, issued a new accounting standard requiring disclosures of signi fi cant expenses in operating segments. We expect to adopt this standard in our fi scal year 2025 annual report. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.\n\nIn December 2023, the FASB issued a new accounting standard which includes new and updated income tax disclosures, including disaggregation of rate reconciliation and income taxes paid. We expect to adopt this standard in our fi scal year 2026 annual report. We are currently evaluating the impact of this standard on our Consolidated Financial Statements.\n\nIn November 2024, the FASB issued a new accounting standard requiring disclosures of certain additional expense information on an annual and interim basis, including, among other items, the amounts of purchases of inventory,\n\n9 ## NVIDIA CORPORATION AND SUBSIDIARIES\n\n(Unaudited) ## NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)\n\nemployee compensation, depreciation and intangible asset amortization included within each income statement expense caption, as applicable. We expect to adopt this standard in our fi scal year 2028 annual report. We are currently evaluating the impact of this standard on our Consolidated Financial Statements. ## Note 2 - Leases\n\nOur lease obligations primarily consist of operating leases for our headquarters' campus and domestic and international o ffi ces and data centers, with lease periods expiring between fi scal years 2025 and 2036.\n\nFuture minimum lease obligations under our non-cancelable lease agreements as of October 27, 2024 were as follows:\n\n| | Operating Lease Obligations (In millions) |\n|--------------------------------------------------------------|---------------------------------------------|\n| Fiscal Year: | |\n| 2025 (excluding the fi rst nine months of fi scal year 2025) | $ 78 |\n| 2026 | 336 |\n| 2027 | 340 |\n| 2028 | 320 |\n| 2029 | 288 |\n| 2030 and thereafter | 667 |\n| Total | 2,029 |\n| Less imputed interest | 266 |\n| Present value of net future minimum lease payments | 1,763 |\n| Less short-term operating lease liabilities | 273 |\n| Long-term operating lease liabilities | $ 1,490 |\n\nBetween the fourth quarter of fi scal year 2025 and fi scal year 2027, we expect to commence leases with future obligations of $4.2 billion primarily of data center and o ffi ce operating leases, with lease terms of 1.5 to 15.5 years. Operating lease expenses were $92 million and $69 million for the third quarter, and $258 million and $195 million for the fi rst nine months, of fi scal years 2025 and 2024, respectively. Short-term and variable lease expenses for the third quarter and fi rst nine months of fi scal years 2025 and 2024 were not signi fi cant.\n\nOther information related to leases was as follows:\n\nNine Months Ended\n\n|
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"## Note 5 - Income Taxes\n\nIncome tax expense was $3.0 billion and $1.3 billion for the third quarter , and $8.0 billion and $2.2 billion for the fi rst nine months, of fi scal years 2025 and 2024, respectively. The income tax expense as a percentage of income before income\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458.. ## NVIDIA Corporation and Subsidiaries\n\n(Unaudited) ## Notes to Condensed Consolidated Financial Statements (Continued)\n\ntax was 13.5% and 12.2% for the third quarter , and 13.6% and 11.3% for the fi rst nine months, of fi scal years 2025 and 2024, respectively.\n\nThe e ff ective tax rate increased primarily due to a lower percentage of tax bene fi ts from the foreign-derived intangible income deduction relative to the increase in income before income tax and a discrete bene fi t in fi scal year 2024 due to an IRS audit resolution.\n\nE ff ective tax rates for the fi rst nine months of fi scal years 2025 and 2024 were lower than the U.S. federal statutory rate of 21% due to tax bene fi ts from the foreign-derived intangible income deduction, stock-based compensation, the U.S. federal research tax credit, and income earned in jurisdictions that are subject to taxes lower than the U.S. federal statutory tax rate.\n\nGiven our current and possible future earnings, we believe that we may release the valuation allowance associated with certain state deferred tax assets in the near term, which would decrease our income tax expense for the period the release is recorded. The timing and amount of the valuation allowance release could vary based on our assessment of all available information.\n\nWhile we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved with the respective tax authorities. As of October 27, 2024, we do not believe that our estimates, as otherwise provided for , on such tax positions will signi fi cantly increase or decrease within the next 12 months. ## Note 6 - Cash Equivalents and Marketable Securities\n\nThe following is a summary of cash equivalents and marketable securities:\n\n| | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 |\n|------------------------------------------------------------------------------------------|----------------|-----------------|-----------------|----------------------|------------------|-----------------------|\n| | | | | | Reported as | Reported as |\n| | Amortized Cost | Unrealized Gain | Unrealized Loss | Estimated Fair Value | Cash Equivalents | Marketable Securities |\n| | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) |\n| Debt securities issued by the U.S. Treasury | $ 14,629 | $ 72 | $ (12) | $ 14,689 | $ 1,795 | $ 12,894 |\n| Corporate debt securities | 14,221 | 74 | (17) | 14,278 | 1,154 | 13,124 |\n| Money market funds | 5,147
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"## Investments in Non-A ffi liated Entities\n\nOur investments in non-a ffi liated entities include non-marketable equity securities, which are primarily investments in privately held companies. Beginning in the second quarter of fi scal year 2025, publicly-held equity securities from investments in non-a ffi liated entities were classi fi ed in marketable securities on our Condensed Consolidated Balance Sheets.\n\nOur non-marketable equity securities are recorded in long-term other assets on our Condensed Consolidated Balance Sheets and valued under the measurement alternative. Gains and losses on these investments, realized and unrealized, are recognized in Other income and expense, net on our Condensed Consolidated Statements of Income.\n\nnvda-20241027\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458.. ## NVIDIA Corporation and Subsidiaries\n\n(Unaudited) ## Notes to Condensed Consolidated Financial Statements (Continued)\n\nAdjustments to the carrying value of our non-marketable equity securities during the third quarter and fi rst nine months of fi scal years 2025 and 2024 were as follows:\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|----------------------------------------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Balance at beginning of period | $ 1,819 | $ 676 | $ 1,321 | $ 288 |\n| Adjustments related to non-marketable equity securities: | | | | |\n| Net additions | 409 | 341 | 830 | 743 |\n| Unrealized gains | 23 | 3 | 115 | 3 |\n| Impairments and unrealized losses | (14) | (1) | (29) | (15) |\n| Balance at end of period | $ 2,237 | $ 1,019 | $ 2,237 | $ 1,019 |\n\nNon-marketable equity securities had cumulative gross unrealized gains of $374 million and cumulative gross losses and impairments of $74 million as of October 27, 2024. ## Note 8 - Amortizable Intangible Assets and Goodwill\n\nThe components of our amortizable intangible assets are as follows:\n\n| | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Jan 28, 2024 | Jan 28, 2024 | Jan 28, 2024 |\n|---------------------------------------|-----------------------|--------------------------|---------------------|-----------------------|--------------------------|---------------------|\n| | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |\n| | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) |\n| Acquisition-related intangible assets | $ 2,785 | $ (2,117) | $ 668 | $ 2,642 | $ (1,720) | $ 922 |\n| Patents and licensed technology | 444 | (274) | 170 | 449 | (259) | 1
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"## Deferred Revenue\n\nThe following table shows the changes in short- and long-term deferred revenue during the fi rst nine months of fi scal years 2025 and 2024:\n\n| | Nine Months Ended | Nine Months Ended |\n|--------------------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 |\n| | (In millions) | (In millions) |\n| Balance at beginning of period | $ 1,337 | $ 572 |\n| Deferred revenue additions | 2,115 | 1,269 |\n| Revenue recognized | (1,867) | (903) |\n| Balance at end of period | $ 1,585 | $ 938 |\n\nWe recognized revenue of $585 million and $256 million in the fi rst nine months of fi scal years 2025 and 2024, respectively, that were included in the prior year end deferred revenue balances.\n\nAs of October 27, 2024, revenue related to remaining performance obligations from contracts greater than one year in length was $1.6 billion, which includes $1.4 billion from deferred revenue and $187 million which has not yet been billed nor recognized as revenue. Approximately 37% of revenue from contracts greater than one year in length will be recognized over the next twelve months. ## Note 10 - Derivative Financial Instruments\n\nWe utilize foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. The foreign currency forward contracts for operating expenses are designated as cash fl ow hedges. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassi fi ed to operating expense when the related operating expenses are recognized in earnings or ine ff ectiveness should occur.\n\nWe also entered into foreign currency forward contracts mitigating the impact of foreign currency movements on monetary assets and liabilities. For our foreign currency contracts for assets and liabilities, the change in fair value of these nondesignated contracts was recorded in other income or expense and o ff sets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which was also recorded in other income or expense.\n\nThe table below presents the notional value of our foreign currency contracts outstanding:\n\n| | Oct 27, 2024 | Jan 28, 2024 |\n|---------------------------------|----------------|----------------|\n| | (In millions) | (In millions) |\n| Designated as cash fl ow hedges | $ 1,360 | $ 1,168 |\n| Non-designated hedges | $ 728 | $ 597 |\n\nThe unrealized gains and losses or fair value of our foreign currency contracts were not signi fi cant as of October 27, 2024 and January 28, 2024.\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458.. ## NVIDIA Corporation and Subsidiaries ## Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited)\n\nAs of October 27, 2024, all designated foreign currency contracts mature within 18 months and any unrealized gains and losses were not signi fi cant.\n\nDuring the fi rst nine months of fi scal years 2025 and 2024, the impact of derivative fi nancial instruments designated for cash fl ow hedges was not signi fi cant and the instruments were determined to be highly e ff ective. ## Note 11 - Debt ## Long-Term Debt\n\nExpected\n\n| | Remaining | E ff ective Interest Rate | Carrying Value at | Carrying Value at |\n|----------------------------------------------|--------------|-----------------------------|---------------------|---------------------|\n| | Term (years) | | Oct 27, 2024 | Jan 28, 2024 |\n| |
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"## Accrual for Product Warranty Liabilities\n\nThe estimated amount of product warranty liabilities was $1.0 billion and $306 million as of October 27, 2024 and January 28, 2024, respectively. The estimated product returns and product warranty activity consisted of the following:\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|--------------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Balance at beginning of period | $ 741 | $ 115 | $ 306 | $ 82 |\n| Additions | 304 | 50 | 775 | 105 |\n| Utilization | (36) | (23) | (72) | (45) |\n| Balance at end of period | $ 1,009 | $ 142 | $ 1,009 | $ 142 |\n\nWe have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemni fi cation 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 Condensed Consolidated Financial Statements for such indemni fi cations. ## Litigation ## Securities Class Action and Derivative Lawsuits\n\nThe plainti ff s in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially fi led on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, fi led 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. Plainti ff s also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plainti ff s sought class certi fi cation, an award of unspeci fi ed 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, plainti ff s fi led 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 a ffi rmed 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 fi led on October 10, 2023. On November 21, 2023, NVIDIA fi led a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA's petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court's resolution of the matter. On December 5, 2023, the Ninth Circuit granted NVIDIA's motion to stay the mandate. NVIDIA fi led a petition for a writ of certiorari on March 4, 2024. On June 17, 2024, the Supreme Court of the
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"## Capital Return Program\n\nWe repurchased 92 million and 83 million shares of our common stock for $11.1 billion and $3.7 billion during the third quarter, and 254 million and 159 million shares of our common stock for $26.2 billion and $7 billion during the fi rst nine months, of fi scal years 2025 and 2024, respectively. On August 26, 2024, our Board of Directors approved an additional $50 billion to our share repurchase authorization, without expiration. As of October 27, 2024, we were authorized, subject to certain speci fi cations, to repurchase up to $46.4 billion of our common stock. Our share repurchase program aims to o ff set dilution from shares issued to employees while maintaining adequate liquidity to meet our operating requirements. We may pursue additional share repurchases as we weigh market factors and other investment opportunities.\n\nFrom October 28, 2024 through November 15, 2024, we repurchased 19 million shares for $2.7 billion pursuant to a preestablished trading plan.\n\nWe paid cash dividends to our shareholders of $245 million and $99 million during the third quarter, and $589 million and $296 million during the fi rst nine months, of fi scal years 2025 and 2024, respectively. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders. ## Note 14 - Segment Information\n\nOur Chief Executive O ffi cer is our chief operating decision maker , or CODM, and reviews fi nancial information presented on\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458..\n\nan operating segment basis for purposes of making decisions and assessing fi nancial performance.\n\n20 ## NVIDIA Corporation and Subsidiaries\n\n(Unaudited) ## Notes to Condensed Consolidated Financial Statements (Continued)\n\nThe Compute & Networking segment includes our Data Center accelerated computing platforms and arti fi cial intelligence, or AI, solutions and software; networking; automotive platforms and autonomous and electric vehicle solutions; Jetson for robotics and other embedded platforms; and DGX Cloud computing services.\n\nThe 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.",
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"Operating results by segment include costs or expenses directly attributable to each segment, and costs or expenses that are leveraged across our uni fi ed architecture and therefore allocated between our two segments.\n\nThe '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 fi nancial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, and other nonrecurring charges and bene fi ts that our CODM deems to be enterprise in nature.\n\nOur CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expenses directly attributable to each reportable segment are included in operating results for each segment. However, our CODM does not review depreciation and amortization expense by operating segment and, therefore, it is not separately presented. The accounting policies for segment reporting are the same as for our consolidated fi nancial statements. The table below presents details of our reportable segments and the 'All Other' category.\n\nCompute &\n\n| | Networking | Graphics | All Other | Consolidated |\n|---------------------------------|---------------|---------------|---------------|----------------|\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Three Months Ended Oct 27, 2024 | | | | |\n| Revenue | $ 31,036 | $ 4,046 | $ - | $ 35,082 |\n| Operating income (loss) | $ 22,081 | $ 1,502 | $ (1,714) | $ 21,869 |\n| Three Months Ended Oct 29, 2023 | | | | |\n| Revenue | $ 14,645 $ | $ 3,475 | $ - | $ 18,120 |\n| Operating income (loss) | 10,262 | $ 1,493 | $ (1,338) | $ 10,417 |\n| Nine Months Ended Oct 27, 2024 | | | | |\n| Revenue | $ 80,157 | $ 11,009 | $ - | $ 91,166 |\n| Operating income (loss) | $ 57,977 | $ 4,111 | $ (4,669) | $ 57,419 |\n| Nine Months Ended Oct 29, 2023 | | | | |\n| Revenue | $ 29,507 | $ 9,312 | $ - | $ 38,819 |\n| Operating income (loss) | $ 19,149 | $ 3,751 | $ (3,542) | $ 19,358 |\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|-----------------------------------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Reconciling items included in \"All Other\" category: | | | | |\n| Stock-based compensation expense | $ (1,252) | $ (979) | $ (3,416) | $ (2,555) |\n| Unallocated cost of revenue and operating expenses | (307) | (198) | (816) | (515) |\n| Acquisition-related and other costs | (155) | (135) | (441) | (446) |\n| Other | -
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"## NVIDIA Corporation and Subsidiaries\n\n(Unaudited) ## Notes to Condensed Consolidated Financial Statements (Continued)\n\nRevenue by geographic area is based upon the billing location of the customer . The end customer and shipping location may be di ff erent from our customer's billing location. For example, most shipments associated with Singapore revenue were to locations other than Singapore and shipments to Singapore were insigni fi cant. Revenue by geographic area was as follows:\n\nThree Months Ended\n\nNine Months Ended\n\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n|-----------------------------|----------------|----------------|----------------|----------------|\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Revenue: | | | | |\n| United States | $ 14,800 | $ 6,302 | $ 41,318 | $ 14,730 |\n| Singapore | 7,697 | 2,702 | 17,356 | 4,506 |\n| China (including Hong Kong) | 5,416 | 4,030 | 11,574 | 8,360 |\n| Taiwan | 5,153 | 4,333 | 15,266 | 8,968 |\n| Other countries | 2,016 | 753 | 5,652 | 2,255 |\n| Total revenue | $ 35,082 | $ 18,120 | $ 91,166 | $ 38,819 |\n\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, distributors, ODMs, OEMs, and system integrators. We have certain customers that may purchase products directly from NVIDIA and may use either internal resources or third-party system integrators to complete their build. We also have indirect customers, who purchase products through our direct customers; indirect customers include cloud service providers, consumer internet companies, enterprises, and public sector entities.\n\nSales to direct customers which represented 10% or more of total revenue, all of which were primarily attributable to the Compute & Networking segment, are presented in the following table:\n\n| | Three Months Ended Oct 27, 2024 | Nine Months Ended Oct 27, 2024 |\n|------------|-----------------------------------|----------------------------------|\n| Customer A | 12 % | * |\n| Customer B | 12 % | 11 % |\n| Customer C | 12 % | 11 % |\n| Customer D | * | 12 % |\n\n* Less than 10% of total revenue\n\nThe customer references of A-D above may represent di ff erent customers than those reported in a previous period.\n\nSales to one direct customer represented 12% of total revenue for the third quarter of fi scal year 2024, and sales to a second direct customer represented 11% of total revenue for the fi rst nine months of fi scal year 2024, both of which were attributable to the Compute & Networking segment. ## NVIDIA Corporation and Subsidiaries\n\n(Unaudited) ## Notes to Condensed Consolidated Financial Statements (Continued)\n\nThe following table summarizes revenue by specialized markets:\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|----------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Revenue: | | |
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"Advancements in accelerated computing and generative AI models, along with the growth in model complexity and scale, have driven increased demand for our Data Center systems.\n\nWe continue to increase our supply and capacity purchases with existing and new suppliers to support our demand\n\nprojections. With these additions, we have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply both current and future products. The increased purchase volumes and integration of new suppliers and contract manufacturers into our supply chain may create more complexity in managing multiple suppliers with variations in production planning, execution and logistics. Our expanding product portfolio and varying component compatibility and quality may lead to increased inventory levels. We have incurred and may in the future incur inventory\n\n24\n\nprovisions or impairments if our inventory or supply or capacity commitments exceed demand for our products or demand declines. ## Product Transitions and New Product Introductions\n\nProduct transitions are complex and we often ship both new and prior architecture products simultaneously as our channel partners prepare to ship and support new products. We may be in various stages of transitioning the architectures of our Data Center, Gaming, Professional Visualization and Automotive products. The computing industry is experiencing a broader and faster launch cadence of accelerated computing platforms to meet a growing and diverse set of AI opportunities. We have introduced a new architecture cadence of our Data Center solutions where we seek to complete a new computing architecture each year and we are providing a greater variety of Data Center o ff erings. The increased frequency of these transitions and the larger number of products and product con fi gurations may magnify the challenges associated with managing our supply and demand which may create volatility in our revenue. The increased 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. We incur signi fi cant engineering development resources for new products, and changes to our product roadmap may impact our ability to develop other products or adequately manage our supply chain cost. Customers may delay purchasing existing products as we increase the frequency of new products or may not be able to adopt our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product transitions and have sold multiple product architectures at the same time, these transitions are di ffi cult, may impair our ability to predict demand and impact our supply mix, and may cause us to incur additional costs. ## Global Trade\n\nIn August 2022, 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.\n\nIn 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.\n\nIn October 2023, the USG announced new and updated licensing requirements that became e ff ective in our fourth quarter of fi scal 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, but not limited to, the 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 Grou
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"Sequentially, gross margin decreased primarily driven by a mix shift from H100 systems to more complex and higher cost systems within Data Center.\n\n26\n\nOperating expenses were up 44% from a year ago and up 9% sequentially, driven by higher compensation and bene fi ts expenses due to employee growth and compensation increases. ## Financial Information by Business Segment and Geographic Data\n\nRefer to Note 14 of the Notes to the Condensed Consolidated Financial Statements for disclosure regarding segment information. ## Critical Accounting Policies and Estimates\n\nRefer to Part II, Item 7, \"Critical Accounting Policies and Estimates\" of our Annual Report on Form 10-K for the fi scal year ended January 28, 2024. There have been no material changes to our Critical Accounting Policies and Estimates. ## Results of Operations\n\nThe following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income expressed as a percentage of revenue.\n\n| | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended |\n|-----------------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| Revenue | 100.0 % | 100.0 % | 100.0 % | 100.0 % |\n| Cost of revenue | 25.4 | 26.0 | 24.2 | 29.1 |\n| Gross pro fi t | 74.6 | 74.0 | 75.8 | 70.9 |\n| Operating expenses | | | | |\n| Research and development | 9.7 | 12.7 | 10.1 | 16.0 |\n| Sales, general and administrative | 2.6 | 3.8 | 2.8 | 5.0 |\n| Total operating expenses | 12.3 | 16.5 | 12.9 | 21.0 |\n| Operating income | 62.3 | 57.5 | 62.9 | 49.9 |\n| Interest income | 1.3 | 1.3 | 1.4 | 1.5 |\n| Interest expense | (0.2) | (0.3) | (0.2) | (0.5) |\n| Other, net | 0.1 | (0.4) | 0.3 | (0.1) |\n| Other income (expense), net | 1.2 | 0.6 | 1.5 | 0.9 |\n| Income before income tax | 63.5 | 58.1 | 64.4 | 50.8 |\n| Income tax expense | 8.6 | 7.1 | 8.8 | 5.8 |\n| Net income | 54.9 % | 51.0 % | 55.6 % | 45.0 % | ## Revenue ## Revenue by Reportable Segments\n\n| | Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | Nine Months Ended | Nine Months Ended |\n|----------------------|----------------------|----------------------|----------------------|----------------------|---------------------|---------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | $ Change | % Change | Oct 27, 2024 | Oct 29, 2023 | $ Change | % Change |\n| | ($ in millions) | ($ in millions) | ($ in millions)
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"Provisions for inventory and excess inventory purchase obligations totaled $681 million and $1.4 billion for the third quarter and fi rst nine months of fi scal year 2024, respectively. Sales of previously reserved inventory and settlements of excess inventory purchase obligations resulted in a provision release of $239 million and $372 million for the third quarter and fi rst nine months of fi scal year 2024, respectively. The net e ff ect on our gross margin was an unfavorable impact of 2.4% and 2.6% in the third quarter and fi rst nine months of fi scal year 2024, respectively. ## Operating Expenses\n\n| | Three Months Ended | Three Months Ended | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | Nine Months Ended | Nine Months Ended |\n|--------------------------------------------|----------------------|----------------------|----------------------|----------------------|---------------------|---------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | $ Change | % Change | Oct 27, 2024 | Oct 29, 2023 | $ Change | % Change |\n| | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |\n| Research and development expenses | $ 3,390 | $ 2,294 | $ 1,096 | 48 % | $ 9,200 | $ 6,210 | $ 2,990 | 48 % |\n| %of net revenue | 9.7 % | 12.7 % | | | 10.1 % | 16.0 % | | |\n| Sales, general and administrative expenses | 897 | 689 | 208 | 30 % | 2,516 | 1,942 | 574 | 30 % |\n| %of net revenue | 2.6 % | 3.8 % | | | 2.8 % | 5.0 % | | |\n| Total operating expenses | $ 4,287 | $ 2,983 | $ 1,304 | 44 % | $ 11,716 | $ 8,152 | $ 3,564 | 44 % |\n| %of net revenue | 12.3 % | 16.5 % | | | 12.9 % | 21.0 % | | |\n\nThe increases in research and development expenses for the third quarter and fi rst nine months of fi scal year 2025 were driven by a 29% and 32% increase in compensation and bene fi ts, including stock-based compensation, re fl ecting employee growth and compensation increases, a 107% and 113% increase in compute and infrastructure, and a 317% and 209% increase in engineering development costs for new product introductions, respectively.\n\nThe increases in sales, general and administrative expenses for the third quarter and fi rst nine months of fi scal year 2025 were primarily driven by compensation and bene fi ts, including stock-based compensation, re fl ecting employee growth and compensation increases. ## Other Income (Expense), Net\n\n| | Three Months Ended | Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | Nine Months Ended |\n|-----------------------------|----------------------|----------------------|----------------------|---------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | $ Change | O
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"## Climate Change\n\nTo 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\n\nThere has been no adoption of any new and recently issued accounting pronouncements. ## Item 3. Quantitative and Qualitative Disclosures about Market Risk ## Investment and Interest Rate Risk\n\nFinancial market risks related to investment and interest rate risk are described in Part II, Item 7A, 'Quantitative and Qualitative Disclosures About Market Risk' in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024. As of October 27, 2024, there have been no material changes to the fi nancial market risks described as of January 28, 2024. ## Foreign Exchange Rate Risk\n\nThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II, Item 7A, 'Quantitative and Qualitative Disclosures About Market Risk' in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024. As of October 27, 2024, there have been no material changes to the foreign exchange rate risks described as of January 28, 2024.\n\nnvda-20241027\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458.. ## Item 4. Controls and Procedures ## Controls and Procedures ## Disclosure Controls and Procedures\n\nBased on their evaluation as of October 27, 2024, our management, including our Chief Executive O ffi cer and Chief Financial O ffi cer, has concluded that our disclosure controls and procedures (as de fi ned in Exchange Act Rule 13a-15(e) and 15d-15(e)) were e ff ective to provide reasonable assurance that the information we are required to disclose in reports that we fi le or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods speci fi ed in the SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive O ffi cer and our Chief Financial O ffi cer , as appropriate, to allow timely decisions regarding required disclosures. ## Changes in Internal Control Over Financial Reporting\n\nThere were no changes that occurred during the third quarter of fi scal year 2025 that have materially a ff ected, or are reasonably likely to materially a ff ect, our internal control over fi nancial reporting. In fi scal year 2022, we began an upgrade of our enterprise resource planning, or ERP, system, which will update much of our existing core fi nancial systems. The ERP system is designed to accurately maintain our fi nancial 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 a ff ect our internal control over fi nancial reporting. ## Inherent Limitations on E ff ectiveness of Controls\n\nOur management, including our Chief Executive O ffi cer and Chief Financial O ffi cer, 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 re fl ect the fact that there are resource constraints, and the bene fi ts 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. ## Part II. Other Information ## Item 1. Legal Proceedings\n\nRefer to Part I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of signi fi cant developments in our legal proceedings since January 28, 2024. Also refer to Item 3, 'Legal Proceedings' in our Annual Report on
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"Customers may delay purchasing existing products as we increase the frequency of new products or may not be able to adopt our new products as fast as forecasted, both impacting the timing of our revenue and supply chain cost. While we have managed prior product transitions and have sold multiple product architectures at the same time, these transitions are di ffi cult, may impair our ability to predict demand and impact our supply mix, and may cause us to incur additional costs. Our indirect customers purchase 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 accurately forecast demand, particularly as they are based on estimates provided by various downstream parties.\n\nIf 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 su ffi cient inventory to fi ll orders on a timely basis. If our contract manufacturers experience supply constraints, we may not be able to increase supply to meet customer demand in a timely manner, or at all. If we cannot procure su ffi cient supply to meet demand or otherwise fail to ful fi ll 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.\n\nIf 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\n\ncontinue 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 would be ampli fi ed by our placement of any non-cancellable and non-returnable purchase orders placed in advance of our\n\n35\n\nhistorical 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 fi nancial results.\n\nDemand estimates for our products, applications, and services can be incorrect and create volatility in our revenue or supply levels. We may not be able to generate signi fi cant revenue from them. Advancements in accelerated computing and generative AI models, along with the growth in model complexity and scale, have driven increased demand for our Data Center systems. Because our products may be used in multiple use cases and applications, it is di ffi cult for us to estimate with any reasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand. 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
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"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 tari ff s, 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 a ff ect 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 ful fi ll our contractual obligations and have a material adverse e ff ect 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 fi nancial condition.\n\nFor 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 fi scal 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.\n\nThe 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 o ff erings.\n\nConcerns 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 and other AI applications. 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 fi nancial results.\n\nSuch 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 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 fi nancial 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 restrictio
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"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 a ff ect our research and development and supply and distribution operations, as well as our revenue, during any such transition period. We expanded our Data Center product portfolio to o ff er 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 timeconsuming. 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 approved, 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 Noti fi ed 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 that are onerous, even for small-sized systems that are not able to train frontier AI models. The requirements have a disproportionate impact on NVIDIA and already have disadvantaged and may in the future 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 signi fi cant customers or if we incur signi fi cant 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 ful fi ll. The licensing requirements may bene fi t certain of our competitors, as the licensing process will make our pre-sale and post-sale technical support e ff orts 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.\n\nGiven 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 fi nancial 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, e ff ectively excluding us from all or part of the China market, as well as other impacted markets,\n\n38\n\nincluding the Middle East. For example, the USG has already imposed conditions to limit the ability of foreign fi rms to create and o ff er as a service large-scale GPU clusters, for example by imposing license conditions on the use of products to be exported to certain countries, and may impose additional conditions such as requiring chip tracking and throttling mechanisms that could disable or impair GPUs if certain eve
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"## Item 6. Exhibits\n\nExhibit Description\n\n| Exhibit No. | |\n|---------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|\n| 10.1+* | Amended and Restated 2007 Equity Incentive Plan - Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2024) |\n| 31.1* | Certi fi cation of Chief Executive O ffi cer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 |\n| 31.2* | Certi fi cation of Chief Financial O ffi cer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 |\n| 32.1 #* | Certi fi cation of Chief Executive O ffi cer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 |\n| 32.2 #* | Certi fi cation of Chief Financial O ffi cer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 |\n| 101.INS* | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |\n| 101.SCH* | Inline XBRL Taxonomy Extension Schema Document |\n| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |\n| 101.DEF* | Inline XBRL Taxonomy Extension De fi nition Linkbase Document |\n| 101.LAB* | Inline XBRL Taxonomy Extension Labels Linkbase Document |\n| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |\n| 104 | Cover Page Interactive Data File - the cover page interactive data fi le does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |\n\n+ Management contract or compensatory plan or arrangement.\n\n* Filed herewith. # In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certi fi cation of Disclosure in Exchange Act Periodic Reports, the certi fi cations furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed ' fi led' for purpose of Section 18 of the Exchange Act. Such certi fi cations will not be deemed to be incorporated by reference into any fi ling under the Securities Act or the Exchange Act, except to the extent that the registrant speci fi cally incorporates it by reference.\n\nCopies of above exhibits not contained herein are available to any shareholder upon written request to:\n\nInvestor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051.\n\nBy: ## Signature\n\nPursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf b
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