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"text": "UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549\n\n<!-- image -->\n\n## 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\n\n## 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.\n\n## NVIDIA Corporation\n\n## Form 10-Q For the Quarter Ended October 27, 2024\n\n## 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 |\n| | e) Condensed Consolidated Statements of Cash Flows for the nine months ended October 27, 2024 and October 29, 2023 | 8 |\n| | f) Notes to Condensed Consolidated Financial Statements | 9 |\n| Item 2. | Management's Discussion and Analysis of Financial Condition and Results of Operations | 24 |\n| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 32 |\n| Item 4. | Controls and Procedures | 33 |\n| | Part II : Other Information | |\n| Item 1. | Legal Proceedings | 34 |\n| Item 1A. | Risk Factors | 34 |\n| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 39 |\n| Item 5. | Other Information | 40 |\n| Item 6. | Exhibits | 41 |\n| Signature | | 42 |\n\n## Where You Can Find More Information\n\nInvestors and others should note that we announce material fi nancial information to our investors using our investor relations website, press releases, SEC fi lings 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 fi nancial and other announcements and attendance at upcoming investor and industry conferences, and other matters, and for complying with our disclosure obligations under Regulation FD:\n\nNVIDIA Corporate Blog (http://blogs.nvidia.com)\n\nNVIDIA Technical Blog (http://developer .nvidia.com/blog/)\n\nNVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)\n\nNVIDIA Facebook Page (https://www.facebook.com/nvidia)\n\nNVIDIA Instagram Page (https://www.instagram.com/nvidia)\n\nNVIDIA X Account (https://x.com/nvidia)\n\nIn addition, investors and others can view NVIDIA videos on YouTube (https://www.YouTube.com/nvidia).\n\nThe 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 fi lings 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 Quarterly Report on Form 10-Q. These channels may be updated from time to time on NVIDIA's investor relations website.\n\nnvda-20241027\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458..\n\n## Part I. Financial Information\n\n## Item 1. Financial Statements (Unaudited)\n\n## NVIDIA Corporation and Subsidiaries\n\n(In millions, except per share data) (Unaudited)\n\n## 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.\n\n## 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|-----------------------------------------------------------------------------|----------------------|----------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 | Oct 27, 2024 | Oct 29, 2023 |\n| Net income | $ 19,309 | $ 9,243 | $ 50,789 | $ 17,475 |\n| Other comprehensive income (loss), net of tax | | | | |\n| Available-for-sale securities: | | | | |\n| Net change in unrealized gain | 49 | - | 71 | 7 |\n| Cash fl ow hedges: | | | | |\n| Net change in unrealized gain (loss) | - | (23) | 20 | (14) |\n| Reclassi fi cation adjustments for net realized loss included in net income | (2) | (14) | (15) | (38) |\n| Net change in unrealized gain (loss) | (2) | (37) | 5 | (52) |\n| Other comprehensive income (loss), net of tax | 47 | (37) | 76 | (45) |\n| Total comprehensive income | $ 19,356 | $ 9,206 | $ 50,865 | $ 17,430 |\n\nSee accompanying Notes to Condensed Consolidated Financial Statements.\n\n## NVIDIA Corporation and Subsidiaries Condensed Consolidated Balance Sheets (In millions)\n\n(Unaudited)\n\n| | Oct 27, 2024 | Jan 28, 2024 |\n|---------------------------------------------|----------------|----------------|\n| Assets | | |\n| Current assets: | | |\n| Cash and cash equivalents | $ 9,107 | $ 7,280 |\n| Marketable securities | 29,380 | 18,704 |\n| Accounts receivable, net | 17,693 | 9,999 |\n| Inventories | 7,654 | 5,282 |\n| Prepaid expenses and other current assets | 3,806 | 3,080 |\n| Total current assets | 67,640 | 44,345 |\n| Property and equipment, net | 5,343 | 3,914 |\n| Operating lease assets | 1,755 | 1,346 |\n| Goodwill | 4,724 | 4,430 |\n| Intangible assets, net | 838 | 1,112 |\n| Deferred income tax assets | 10,276 | 6,081 |\n| Other assets | 5,437 | 4,500 |\n| Total assets | $ 96,013 | $ 65,728 |\n| Liabilities and Shareholders' Equity | | |\n| Current liabilities: | | |\n| Accounts payable | $ 5,353 | $ 2,699 |\n| Accrued and other current liabilities | 11,126 | 6,682 |\n| Short-term debt | - | 1,250 |\n| Total current liabilities | 16,479 | 10,631 |\n| Long-term debt | 8,462 | 8,459 |\n| Long-term operating lease liabilities | 1,490 | 1,119 |\n| Other long-term liabilities | 3,683 | 2,541 |\n| Total liabilities | 30,114 | 22,750 |\n| Commitments and contingencies - see Note 12 | | |\n| Shareholders' equity: | | |\n| Preferred stock | - | - |\n| Common stock | 25 | 25 |\n| Additional paid-in capital | 11,821 | 13,109 |\n| Accumulated other comprehensive income | 103 | 27 |\n| Retained earnings | 53,950 | 29,817 |\n| Total shareholders' equity | 65,899 | 42,978 |\n| Total liabilities and shareholders' equity | $ 96,013 | $ 65,728 |\n\nSee accompanying Notes to Condensed Consolidated Financial Statements.\n\n## NVIDIA Corporation and Subsidiaries Condensed Consolidated Statements of Shareholders' Equity For the Three Months Ended October 27, 2024 and October 29, 2023 (Unaudited)\n\n| | Common Stock Outstanding | Common Stock Outstanding | Additional Paid-in | Accumulated Other Comprehensive | Retained | Total Shareholders' |\n|--------------------------------------------------------------|----------------------------|----------------------------|----------------------|-----------------------------------|------------|-----------------------|\n| | Shares | Amount | Capital | Income (Loss) | Earnings | Equity |\n| (In millions, except per share data) | | | | | | |\n| Balances, Jul 28, 2024 | 24,562 | $ 25 | $ 12,115 | $ 56 | $ 45,961 | $ 58,157 |\n| Net income | - | - | - | - | 19,309 | 19,309 |\n| Other comprehensive income | - | - | - | 47 | - | 47 |\n| Issuance of common stock from stock plans | 53 | - | 204 | - | - | 204 |\n| Tax withholding related to vesting of restricted stock units | (15) | - | (1,680) | - | - | (1,680) |\n| Shares repurchased | (92) | - | (71) | - | (11,075) | (11,146) |\n| Cash dividends declared and paid ($0.01 per common share) | - | - | - | - | (245) | (245) |\n| Stock-based compensation | - | - | 1,253 | - | - | 1,253 |\n| Balances, Oct 27, 2024 | 24,508 | $ 25 | $ 11,821 | $ 103 | $ 53,950 | $ 65,899 |\n| Balances, Jul 30, 2023 | 24,692 | $ 25 | $ 12,606 | $ (51) | $ 14,921 | $ 27,501 |\n| Net income | - | - | - | - | 9,243 | 9,243 |\n| Other comprehensive loss | - | - | - | (37) | - | (37) |\n| Issuance of common stock from stock plans | 71 | - | 157 | - | - | 157 |\n| Tax withholding related to vesting of restricted stock units | (18) | - | (764) | - | - | (764) |\n| Shares repurchased | (83) | - | (14) | - | (3,705) | (3,719) |\n| Cash dividends declared and paid ($0.004 per common share) | - | - | - | - | (99) | (99) |\n| Stock-based compensation | - | - | 983 | - | - | 983 |\n| Balances, Oct 29, 2023 | 24,662 | $ 25 | $ 12,968 | $ (88) | $ 20,360 | $ 33,265 |\n\nSee accompanying Notes to Condensed Consolidated Financial Statements.\n\n## NVIDIA Corporation and Subsidiaries Condensed Consolidated Statements of Shareholders' Equity For the Nine Months Ended October 27, 2024 and October 29, 2023\n\n## (Unaudited)\n\n| | Common Stock Outstanding | Common Stock Outstanding | Additional Paid-in | Accumulated Other Comprehensive | Retained | Total Shareholders' |\n|--------------------------------------------------------------|----------------------------|----------------------------|----------------------|-----------------------------------|------------|-----------------------|\n| | Shares | Amount | Capital | Income (Loss) | Earnings | Equity |\n| (In millions, except per share data) | | | | | | |\n| Balances, Jan 28, 2024 | 24,643 | $ 25 | $ 13,109 | $ 27 | $ 29,817 | $ 42,978 |\n| Net income | - | - | - | - | 50,789 | 50,789 |\n| Other comprehensive income | - | - | - | 76 | - | 76 |\n| Issuance of common stock from stock plans | 165 | - | 489 | - | - | 489 |\n| Tax withholding related to vesting of restricted stock units | (46) | - | (5,068) | - | - | (5,068) |\n| Shares repurchased | (254) | - | (141) | - | (26,067) | (26,208) |\n| Cash dividends declared and paid ($0.024 per common share) | - | - | - | - | (589) | (589) |\n| Stock-based compensation | - | - | 3,432 | - | - | 3,432 |\n| Balances, Oct 27, 2024 | 24,508 | $ 25 | $ 11,821 | $ 103 | $ 53,950 | $ 65,899 |\n| Balances, Jan 29, 2023 | 24,661 | $ 25 | $ 11,948 | $ (43) | $ 10,171 | $ 22,101 |\n| Net income | - | - | - | - | 17,475 | 17,475 |\n| Other comprehensive loss | - | - | - | (45) | - | (45) |\n| Issuance of common stock from stock plans | 214 | - | 403 | - | - | 403 |\n| Tax withholding related to vesting of restricted stock units | (54) | - | (1,942) | - | - | (1,942) |\n| Shares repurchased | (159) | - | (15) | - | (6,990) | (7,005) |\n| Cash dividends declared and paid ($0.012 per common share) | - | - | - | - | (296) | (296) |\n| Stock-based compensation | - | - | 2,574 | - | - | 2,574 |\n| Balances, Oct 29, 2023 | 24,662 | $ 25 | $ 12,968 | $ (88) | $ 20,360 | $ 33,265 |\n\nSee accompanying Notes to Condensed Consolidated Financial Statements.\n\n## NVIDIA Corporation and Subsidiaries\n\n(In millions)\n\n## Condensed Consolidated Statements of Cash Flows\n\n(Unaudited)\n\n| | Nine Months Ended | Nine Months Ended |\n|-----------------------------------------------------------------------------------------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 |\n| Cash fl ows from operating activities: | | |\n| Net income | $ 50,789 | $ 17,475 |\n| Adjustments to reconcile net income to net cash provided by operating activities: | | |\n| Stock-based compensation expense | 3,416 | 2,555 |\n| Depreciation and amortization | 1,321 | 1,121 |\n| (Gains) losses on investments in non-a ffi liated entities and publicly-held equity securities, net | (302) | 24 |\n| Deferred income taxes | (3,879) | (2,411) |\n| Other | (365) | (170) |\n| Changes in operating assets and liabilities, net of acquisitions: | | |\n| Accounts receivable | (7,694) | (4,482) |\n| Inventories | (2,357) | 405 |\n| Prepaid expenses and other assets | (726) | (337) |\n| Accounts payable | 2,490 | 1,250 |\n| Accrued and other current liabilities | 3,918 | 953 |\n| Other long-term liabilities | 849 | 208 |\n| Net cash provided by operating activities | 47,460 | 16,591 |\n| Cash fl ows from investing activities: | | |\n| Proceeds from maturities of marketable securities | 9,485 | 8,001 |\n| Proceeds from sales of marketable securities | 318 | - |\n| Proceeds from sales of investments in non-a ffi liated entities | 171 | - |\n| Purchases of marketable securities | (19,565) | (10,688) |\n| Purchases related to property and equipment and intangible assets | (2,159) | (815) |\n| Purchases of investments in non-a ffi liated entities | (1,008) | (897) |\n| Acquisitions, net of cash acquired | (465) | (83) |\n| Other | - | 25 |\n| Net cash used in investing activities | (13,223) | (4,457) |\n| Cash fl ows from fi nancing activities: | | |\n| Proceeds related to employee stock plans | 489 | 403 |\n| Payments related to repurchases of common stock | (25,895) | (6,874) |\n| Payments related to tax on restricted stock units | (5,068) | (1,942) |\n| Repayment of debt | (1,250) | (1,250) |\n| Dividends paid | (589) | (296) |\n| Principal payments on property and equipment and intangible assets | (97) | (44) |\n| Other | - | (1) |\n| Net cash used in fi nancing activities | (32,410) | (10,004) |\n| Change in cash, cash equivalents, and restricted cash | 1,827 | 2,130 |\n| Cash, cash equivalents, and restricted cash at beginning of period | 7,280 | 3,389 |\n| Cash, cash equivalents, and restricted cash at end of period | $ 9,107 | $ 5,519 |\n| Supplemental disclosure of cash fl ow information: | | |\n| Cash paid for income taxes, net | $ 10,989 | $ 4,676 |\n\nSee accompanying Notes to Condensed Consolidated Financial Statements.\n\n## NVIDIA Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Unaudited)\n\n## Note 1 - Summary of Signi fi cant Accounting Policies\n\n## Basis of Presentation\n\nThe accompanying unaudited condensed consolidated fi nancial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim fi nancial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. The January 28, 2024 consolidated balance sheet was derived from our audited consolidated fi nancial statements included in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024, as fi led with the SEC, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments considered necessary for a fair presentation of results of operations and fi nancial position, have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated fi nancial statements and notes thereto included in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024.\n\nIn May 2024, we announced a ten-for-one stock split, or the Stock Split, of our issued common stock, which was e ff ected through the fi ling of an amendment to the Company's Restated Certi fi cate of Incorporation, or the Amendment, with the Secretary of the State of Delaware. In June 2024, the Company fi led the Amendment to e ff ect the Stock Split and proportionately increased the number of shares of the Company's authorized common stock from 8.0 billion to 80.0 billion. 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.\n\n## 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.\n\n## 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.\n\n## 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.\n\n## 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.\n\n## Recently Issued Accounting Pronouncements\n\n## 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\n\n## NVIDIA CORPORATION AND SUBSIDIARIES\n\n(Unaudited)\n\n## 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.\n\n## 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.\n\nOperating 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| | Oct 27, 2024 | Oct 29, 2023 |\n|-------------------------------------------------------------------|----------------|----------------|\n| | (In millions) | (In millions) |\n| Supplemental cash fl ows information | | |\n| Operating cash fl ow used for operating leases | $ 227 | $ 200 |\n| Operating lease assets obtained in exchange for lease obligations | $ 679 | $ 439 |\n\nAs of October 27, 2024, our operating leases have a weighted average remaining lease term of 6.5 years and a weighted average discount rate of 4.15%. 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%.\n\n## Note 3 - Stock-Based Compensation\n\nStock-based compensation expense is associated with restricted stock units, or RSUs, performance stock units, or PSUs, that are based on our corporate fi nancial performance targets, market-based PSUs that are performance stock units based on our performance compared to market performance, and the employee stock purchase plan, or ESPP.\n\nCondensed Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized into inventory and subsequently recognized to cost of revenue, as follows:\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## Notes to Condensed Consolidated Financial Statements (Continued)\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| Cost of revenue | $ 50 | $ 38 | $ 125 | $ 96 |\n| Research and development | 910 | 701 | 2,469 | 1,826 |\n| Sales, general and administrative | 292 | 240 | 822 | 633 |\n| Total | $ 1,252 | $ 979 | $ 3,416 | $ 2,555 |\n\n## Equity Award Activity\n\nThe following is a summary of our equity award transactions under our equity incentive plans:\n\n| | RSUs, PSUs, and Market-based PSUs Outstanding | RSUs, PSUs, and Market-based PSUs Outstanding | RSUs, PSUs, and Market-based PSUs Outstanding |\n|----------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------|\n| | Number of Shares Weighted Average Grant-Date Fair Value Per Share (In millions, except per share data) | Number of Shares Weighted Average Grant-Date Fair Value Per Share (In millions, except per share data) | Number of Shares Weighted Average Grant-Date Fair Value Per Share (In millions, except per share data) |\n| Balance as of Jan 28, 2024 | 367 | $ | 24.59 |\n| Granted | 84 | $ | 84.70 |\n| Vested | (135) | $ | 23.03 |\n| Canceled and forfeited | (8) | $ | 31.23 |\n| Balance as of Oct 27, 2024 | 308 | $ | 41.45 |\n\nAs of October 27, 2024, aggregate unearned stock-based compensation expense was $12.4 billion, which is expected to be recognized over a weighted average period of 2.3 years for RSUs, PSUs, and market-based PSUs, and one year for ESPP.\n\n## Note 4 - Net Income Per Share\n\nThe following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented:\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, except per share data) | (In millions, except per share data) | (In millions, except per share data) | (In millions, except per share data) |\n| Numerator: | | | | |\n| Net income | $ 19,309 | $ 9,243 | $ 50,789 | $ 17,475 |\n| Denominator: | | | | |\n| Basic weighted average shares | 24,533 | 24,680 | 24,577 | 24,700 |\n| Dilutive impact of outstanding equity awards | 241 | 260 | 260 | 240 |\n| Diluted weighted average shares | 24,774 | 24,940 | 24,837 | 24,940 |\n| Net income per share: | | | | |\n| Basic (1) | $ 0.79 | $ 0.37 | $ 2.07 | $ 0.71 |\n| Diluted (2) | $ 0.78 | $ 0.37 | $ 2.04 | $ 0.70 |\n| Anti-dilutive equity awards excluded from diluted net income per share | 9 | 10 | 72 | 140 |\n\n(1) Net income divided by basic weighted average shares.\n\n(2) Net income divided by diluted weighted average shares.\n\nDiluted net income per share was computed using the weighted average number of common and potentially dilutive shares outstanding during the period, using the treasury stock method.\n\n## 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..\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## 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.\n\n## 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 | - | - | 5,147 | 5,147 | - |\n| Debt securities issued by U.S. government agencies | 3,542 | 11 | (4) | 3,549 | 759 | 2,790 |\n| Certi fi cates of deposit | 142 | - | - | 142 | 42 | 100 |\n| Total debt securities with fair value adjustments recorded in other comprehensive income | 37,681 | 157 | (33) | 37,805 | 8,897 | 28,908 |\n| Publicly-held equity securities (1) | | | | 472 | - | 472 |\n| Total | $ 37,681 | $ 157 | $ (33) | $ 38,277 | $ 8,897 | $ 29,380 |\n\n(1) Fair value adjustments on publicly-held equity securities are recorded in net income. 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\nNet unrealized gains on investments in publicly-held equity securities were not signi fi cant and $195 million for the third quarter and fi rst nine months of fi scal year 2025, respectively. Net unrealized gains on investments in publicly-held equity securities were not signi fi cant for the third quarter and fi rst nine months of fi scal year 2024.\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## Notes to Condensed Consolidated Financial Statements (Continued)\n\n| | Jan 28, 2024 | Jan 28, 2024 | Jan 28, 2024 | Jan 28, 2024 | Jan 28, 2024 | Jan 28, 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| Corporate debt securities | $ 10,126 | $ 31 | $ (5) | $ 10,152 | $ 2,231 | $ 7,921 |\n| Debt securities issued by the U.S. Treasury | 9,517 | 17 | (10) | 9,524 | 1,315 | 8,209 |\n| Money market funds | 3,031 | - | - | 3,031 | 3,031 | - |\n| Debt securities issued by U.S. government agencies | 2,326 | 8 | (1) | 2,333 | 89 | 2,244 |\n| Certi fi cates of deposit | 510 | - | - | 510 | 294 | 216 |\n| Foreign government bonds | 174 | - | - | 174 | 60 | 114 |\n| Total debt securities with fair value changes recorded in other comprehensive income | $ 25,684 | $ 56 | $ (16) | $ 25,724 | $ 7,020 | $ 18,704 |\n\nThe following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual debt securities have been in a continuous loss position:\n\n| | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 | Oct 27, 2024 |\n|----------------------------------------------------|----------------------|-----------------------|----------------------|-----------------------|----------------------|-----------------------|\n| | Less than 12 Months | Less than 12 Months | 12 Months or Greater | 12 Months or Greater | Total | Total |\n| | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss |\n| | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) |\n| Corporate debt securities | $ 2,967 | $ (17) | $ 105 | $ - | $ 3,072 | $ (17) |\n| Debt securities issued by the U.S. Treasury | 2,562 | (12) | 532 | - | 3,094 | (12) |\n| Debt securities issued by U.S. government agencies | 1,134 | (4) | 21 | - | 1,155 | (4) |\n| Total | $ 6,663 | $ (33) | $ 658 | $ - | $ 7,321 | $ (33) |\n\nJan 28, 2024\n\n| | Less than 12 Months | Less than 12 Months | 12 Months or Greater | 12 Months or Greater | Total | Total |\n|----------------------------------------------------|-----------------------|-----------------------|------------------------|------------------------|----------------------|-----------------------|\n| | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss | Estimated Fair Value | Gross Unrealized Loss |\n| | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) | (In millions) |\n| Debt securities issued by the U.S. Treasury | $ 3,343 | $ (5) | $ 1,078 | $ (5) | $ 4,421 | $ (10) |\n| Corporate debt securities | 1,306 | (3) | 618 | (2) | 1,924 | (5) |\n| Debt securities issued by U.S. government agencies | 670 | (1) | - | - | 670 | (1) |\n| Total | $ 5,319 | $ (9) | $ 1,696 | $ (7) | $ 7,015 | $ (16) |\n\nGross unrealized losses are related to fi xed income securities, driven primarily by changes in interest rates.\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## Notes to Condensed Consolidated Financial Statements (Continued)\n\nThe amortized cost and estimated fair value of debt securities included in cash equivalents and marketable securities are shown below by contractual maturity.\n\n| | Oct 27, 2024 | Oct 27, 2024 | Jan 28, 2024 | Jan 28, 2024 |\n|--------------------|----------------|----------------------|----------------|----------------------|\n| | Amortized Cost | Estimated Fair Value | Amortized Cost | Estimated Fair Value |\n| | (In millions) | (In millions) | (In millions) | (In millions) |\n| Less than one year | $ 17,695 | $ 17,715 | $ 16,336 | $ 16,329 |\n| Due in 1 - 5 years | 19,986 | 20,090 | 9,348 | 9,395 |\n| Total | $ 37,681 | $ 37,805 | $ 25,684 | $ 25,724 |\n\n## Note 7 - Fair Value of Financial Assets and Liabilities and Investments in Non-A ffi liated Entities\n\nThe fair values of our fi nancial assets and liabilities are determined using quoted market prices of identical assets or market prices of similar assets from active markets. We review fair value classi fi cation on a quarterly basis.\n\nFair Value at\n\n| | Pricing Category | | |\n|------------------------------------------------------------------------------------------|--------------------|---------------|---------------|\n| | | Oct 27, 2024 | Jan 28, 2024 |\n| | | (In millions) | (In millions) |\n| Assets | | | |\n| Cash equivalents and marketable securities: | | | |\n| Money market funds | Level 1 | $ 5,147 $ | $ 3,031 $ |\n| Publicly-held equity securities | Level 1 | 472 | - |\n| Debt securities issued by the U.S. Treasury | Level 2 | $ 14,689 | $ 9,524 |\n| Corporate debt securities | Level 2 | $ 14,278 | $ 10,152 |\n| Debt securities issued by U.S. government agencies | Level 2 | $ 3,549 $ | $ 2,333 |\n| Certi fi cates of deposit | Level 2 | 142 | $ 510 |\n| Foreign government bonds | Level 2 | $ - | $ 174 |\n| Other assets (Investments in non-a ffi liated entities): Publicly-held equity securities | Level 1 | $ - | $ 225 |\n| Liabilities (1) | | | |\n| 0.584% Notes Due 2024 | Level 2 | $ - | $ 1,228 |\n| 3.20% Notes Due 2026 | Level 2 | $ 982 | $ 970 |\n| 1.55% Notes Due 2028 | Level 2 | $ 1,139 $ | $ 1,115 |\n| 2.85% Notes Due 2030 | Level 2 | 1,391 | $ 1,367 |\n| 2.00% Notes Due 2031 | Level 2 | $ 1,079 | $ 1,057 |\n| 3.50% Notes Due 2040 | Level 2 | $ 847 | $ 851 |\n| 3.50% Notes Due 2050 | Level 2 | $ 1,556 | $ 1,604 |\n| 3.70% Notes Due 2060 | Level 2 | $ 388 | $ 403 |\n\n(1) Liabilities are carried on our Condensed Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.\n\n## 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..\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## 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.\n\n## 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) | 190 |\n| Total intangible assets | $ 3,229 | $ (2,391) | $ 838 | $ 3,091 | $ (1,979) | $ 1,112 |\n\nAmortization expense associated with intangible assets was $149 million and $144 million for the third quarter, and $438 million and $471 million for the fi rst nine months, of fi scal years 2025 and 2024, respectively.\n\nThe following table outlines the estimated amortization expense related to the net carrying amount of intangible assets as of October 27, 2024:\n\n| | Future Amortization Expense (In millions) |\n|--------------------------------------------------------------|---------------------------------------------|\n| Fiscal Year: | |\n| 2025 (excluding the fi rst nine months of fi scal year 2025) | 150 |\n| 2026 | 317 |\n| 2027 | 203 |\n| 2028 | 57 |\n| 2029 | 10 |\n| 2030 and thereafter | 101 |\n| Total | 838 |\n\nIn the fi rst nine months of fi scal year 2025, goodwill increased by $294 million from business combinations assigned to our Compute & Networking reporting unit.\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458..\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## Notes to Condensed Consolidated Financial Statements (Continued)\n\n## Note 9 - Balance Sheet Components\n\nWe refer to customers who purchase products directly from NVIDIA as direct customers, such as add-in board manufacturers, distributors, original device manufacturers, or ODMs, original equipment manufacturers, or OEMs, and system integrators. Four direct customers accounted for 18%, 13%, 11% and 11% of our accounts receivable balance as of October 27, 2024. Two direct customers accounted for 24% and 11% of our accounts receivable balance as of January 28, 2024.\n\nCertain balance sheet components are as follows:\n\n| | Oct 27, 2024 | Jan 28, 2024 |\n|-----------------------|----------------|----------------|\n| Inventories: | (In millions) | (In millions) |\n| Raw materials | $ 1,846 | $ 1,719 |\n| Work in process | 2,881 | 1,505 |\n| Finished goods | 2,927 | 2,058 |\n| Total inventories (1) | $ 7,654 | $ 5,282 |\n\n(1) We recorded an inventory provision of $322 million and $208 million for the third quarter , and $876 million and $657 million for the fi rst nine months, of fi scal years 2025 and 2024, respectively, in cost of revenue.\n\nOct 27, 2024\n\nJan 28, 2024\n\n| Other Assets (Long Term): | (In millions) | (In millions) |\n|--------------------------------------------|-----------------|-----------------|\n| Investments in non-a ffi liated entities | $ 2,237 | $ 1,546 |\n| Prepaid supply and capacity agreements (1) | 2,041 | 2,458 |\n| Income tax receivable | 568 | - |\n| Prepaid royalties | 346 | 364 |\n| Other | 245 | 132 |\n| Total other assets | $ 5,437 | $ 4,500 |\n\n(1) Prepaid supply and capacity agreements of $3.2 billion and $2.5 billion were included in Prepaid expenses and other current assets as of October 27, 2024 and January 28, 2024, respectively.\n\n| | Oct 27, 2024 | Jan 28, 2024 |\n|---------------------------------------------|----------------|----------------|\n| Accrued and Other Current Liabilities: | (In millions) | (In millions) |\n| Customer program accruals | $ 4,740 | $ 2,081 |\n| Excess inventory purchase obligations (1) | 1,728 | 1,655 |\n| Taxes payable | 1,356 | 296 |\n| Product warranty and return provisions | 1,107 | 415 |\n| Deferred revenue (2) | 752 | 764 |\n| Accrued payroll and related expenses | 677 | 675 |\n| Operating leases | 273 | 228 |\n| Unsettled share repurchases | 180 | 187 |\n| Licenses and royalties | 148 | 182 |\n| Other | 165 | 199 |\n| Total accrued and other current liabilities | $ 11,126 | $ 6,682 |\n\n(1) We recorded $543 million and $473 million for the third quarter , and $1.3 billion and $734 million for the fi rst nine months, of fi scal years 2025 and 2024, respectively, in cost of revenue.\n\n(2) Includes customer advances and unearned revenue related to hardware support, software support, cloud services, and license and development arrangements. The balance as of October 27, 2024 and January 28, 2024 included $101 million and $233 million of customer advances, respectively.\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## Notes to Condensed Consolidated Financial Statements (Continued)\n\nOct 27, 2024\n\nJan 28, 2024\n\n| Other Long-Term Liabilities: | (In millions) | (In millions) |\n|-----------------------------------|-----------------|-----------------|\n| Income tax payable (1) | $ 1,945 | $ 1,361 |\n| Deferred revenue (2) | 833 | 573 |\n| Deferred income tax | 790 | 462 |\n| Other | 115 | 145 |\n| Total other long-term liabilities | $ 3,683 | $ 2,541 |\n\n(1) Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax bene fi ts, and related interest and penalties.\n\n(2) Includes unearned revenue related to hardware support, software support and cloud services.\n\n## 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.\n\n## 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..\n\n## NVIDIA Corporation and Subsidiaries\n\n## 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.\n\n## Note 11 - Debt\n\n## 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| | | | (In millions) | (In millions) |\n| 0.584% Notes Due 2024 (1) | - | 0.66% | $ - | $ 1,250 |\n| 3.20% Notes Due 2026 | 1.9 | 3.31% | 1,000 | 1,000 |\n| 1.55% Notes Due 2028 | 3.6 | 1.64% | 1,250 | 1,250 |\n| 2.85% Notes Due 2030 | 5.4 | 2.93% | 1,500 | 1,500 |\n| 2.00% Notes Due 2031 | 6.6 | 2.09% | 1,250 | 1,250 |\n| 3.50% Notes Due 2040 | 15.4 | 3.54% | 1,000 | 1,000 |\n| 3.50% Notes Due 2050 | 25.4 | 3.54% | 2,000 | 2,000 |\n| 3.70% Notes Due 2060 | 35.4 | 3.73% | 500 | 500 |\n| Unamortized debt discount and issuance costs | | | (38) | (41) |\n| Net carrying amount | | | 8,462 | 9,709 |\n| Less short-term portion | | | - | (1,250) |\n| Total long-term portion | | | $ 8,462 | $ 8,459 |\n\n(1) We repaid the 0.584% Notes Due 2024 in the second quarter of fi scal year 2025.\n\nOur notes are unsecured senior obligations. Existing and future liabilities of our subsidiaries will be e ff ectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, as de fi ned in the applicable form of note. The maturity of the notes is calendar year .\n\nAs of October 27, 2024, we complied with the required covenants, which are nonfi nancial in nature, under the outstanding notes.\n\n## Commercial Paper\n\nWe have a $575 million commercial paper program to support general corporate purposes. As of October 27, 2024, we had no commercial paper outstanding.\n\n## Note 12 - Commitments and Contingencies\n\n## Purchase Obligations\n\nOur purchase obligations re fl ect our commitment to purchase components used to manufacture our products, including long-term supply and capacity agreements, certain software and technology licenses, other goods and services and longlived assets.\n\nAs of October 27, 2024, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $28.9 billion, an increase from the prior year primarily due to commitments for Blackwell capacity and components. We enter into agreements with contract manufacturers that allow them to procure inventory based upon our de fi ned criteria, and in certain instances, these agreements are cancellable, able to be rescheduled, or adjustable for our business needs prior to placing fi rm orders. Though, changes to these agreements may result in additional costs. Other non-inventory purchase obligations were $13.2 billion, including $11.3 billion of multi-year cloud service agreements. We expect our cloud service agreements to primarily be used to support our research and development e ff orts, as well as our DGX Cloud o ff erings.\n\nnvda-20241027\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458..\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## Notes to Condensed Consolidated Financial Statements (Continued)\n\nTotal future purchase commitments as of October 27, 2024 are as follows:\n\n| | Commitments (In millions) |\n|--------------------------------------------------------------|-----------------------------|\n| Fiscal Year: | |\n| 2025 (excluding the fi rst nine months of fi scal year 2025) | $ 14,178 |\n| 2026 | 18,895 |\n| 2027 | 3,381 |\n| 2028 | 2,979 |\n| 2029 | 1,990 |\n| 2030 and thereafter | 621 |\n| Total | $ 42,044 |\n\n## 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.\n\n## Litigation\n\n## 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 United States granted NVIDIA's petition for a writ of certiorari. Brie fi ng concluded on October 25, 2024 and the Supreme Court heard oral arguments on November 13, 2024.\n\nnvda-20241027\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458..\n\n## NVIDIA Corporation and Subsidiaries Notes to Condensed Consolidated Financial Statements (Continued) (Unaudited)\n\nThe putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially fi led January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plainti ff s' 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. The stay remains in place. The lawsuit asserts claims, purportedly on behalf of us, against certain o ffi cers and directors of the Company for breach of fi duciary 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 plainti ff s are seeking unspeci fi ed damages and other relief, including reforms and improvements to NVIDIA's corporate governance and internal procedures.\n\nThe putative derivative actions initially fi led 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. 1:19cv-01798- UNA), remain stayed pending resolution of the plainti ff s' appeal in the In Re NVIDIA Corporation Securities Litigation action. The lawsuits assert claims, purportedly on behalf of us, against certain o ffi cers and directors of the Company for breach of fi duciary 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 plainti ff s seek unspeci fi ed damages and other relief, including disgorgement of pro fi ts from the sale of NVIDIA stock and unspeci fi ed corporate governance measures.\n\nAnother putative derivative action was fi led 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 o ffi cers and directors of the Company for breach of fi duciary 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 plainti ff s seek unspeci fi ed damages and other relief, including disgorgement of pro fi ts from the sale of NVIDIA stock and reform of unspeci fi ed corporate governance measures. This derivative matter is stayed pending the fi nal resolution of In Re NVIDIA Corporation Securities Litigation action.\n\n## Accounting for Loss Contingencies\n\nAs of October 27, 2024, there are no accrued contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further , except as described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse e ff ect on our operating results, liquidity or fi nancial position.\n\n## Note 13 - Shareholders' Equity\n\n## 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.\n\n## 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\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## 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.\n\nOperating 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 | - | (26) | 4 | (26) |\n| Total | $ (1,714) | $ (1,338) | $ (4,669) | $ (3,542) |\n\nnvda-20241027\n\nhttps://www.sec.gov/Archives/edgar/data/1045810/00010458..\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## 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.\n\n## NVIDIA Corporation and Subsidiaries\n\n(Unaudited)\n\n## 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: | | | | |\n| Data Center | $ 30,771 | $ 14,514 | $ 79,606 | $ 29,121 |\n| Compute | 27,644 | 11,908 | 69,640 | 23,877 |\n| Networking | 3,127 | 2,606 | 9,966 | 5,244 |\n| Gaming | 3,279 | 2,856 | 8,806 | 7,582 |\n| Professional Visualization | 486 | 416 | 1,367 | 1,090 |\n| Automotive | 449 | 261 | 1,124 | 810 |\n| OEM and Other | 97 | 73 | 263 | 216 |\n| Total revenue | $ 35,082 | $ 18,120 | $ 91,166 | $ 38,819 |\n\n## Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations\n\n## Forward-Looking Statements\n\nThis Quarterly Report on Form 10-Q contains forward-looking statements based on management's beliefs and assumptions and on information currently available to 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 di ff erent 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 Quarterly Report on Form 10-Q and our Annual Report on Form 10-K for the fi scal year ended January 28, 2024 in greater detail under the heading 'Risk Factors' of such reports. Given these risks, uncertainties, and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this fi ling. You should read this Quarterly Report on Form 10-Q completely and understand that our actual future results may be materially di ff erent 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 di ff er materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.\n\nAll references to 'NVIDIA,' 'we,' 'us,' 'our' or the 'Company' mean NVIDIA Corporation and its subsidiaries.\n\n\u00a9 2024 NVIDIA Corporation. All rights reserved.\n\nThe following discussion and analysis of our fi nancial condition and results of operations should be read in conjunction with the risk factors set forth in Item 1A. 'Risk Factors' of our Annual Report on Form 10-K for the fi scal year ended January 28, 2024 and Part II, Item 1A. 'Risk Factors' of this Quarterly Report on Form 10-Q and our Condensed Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Quarterly Report on Form 10-Q and our other fi lings with the SEC, before deciding to purchase, hold, or sell shares of our common stock.\n\n## Overview\n\n## Our Company and Our Businesses\n\nNVIDIA 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 fi elds. Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA has leveraged its GPU architecture to create platforms for scienti fi c computing, AI, data science, autonomous vehicles, robotics, and 3D internet applications. Our two operating segments are \"Compute & Networking\" and \"Graphics,\" as described in Note 14 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q.\n\nHeadquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.\n\n## Recent Developments, Future Objectives and Challenges\n\n## Demand and Supply\n\nRevenue growth in the third quarter of fi scal year 2025 was driven by data center compute and networking platforms for accelerated computing and AI solutions. Demand for the Hopper architecture is strong and our H200 o ff ering grew signi fi cantly in the quarter . We completed a successful mask change for Blackwell, our next Data Center architecture, that improved production yields. Blackwell production shipments are scheduled to begin in the fourth quarter of fi scal year 2025 and will continue to ramp into fi scal year 2026. We will be shipping both Hopper and Blackwell systems in the fourth quarter of fi scal year 2025 and beyond. Both Hopper and Blackwell systems have certain supply constraints, and the demand for Blackwell is expected to exceed supply for several quarters in fi scal year 2026.\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.\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.\n\n## 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.\n\n## 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 Group D5, including China. On October 23, 2023, the USG informed us the licensing requirements were e ff ective immediately for shipments of our A100, A800, H100, H800, and L40S products (removing the grace period granted by the o ffi cial rule). Our upcoming Blackwell systems, such as GB200 NVL 72 and NVL 36 as well as B200 will also be subject to these requirements and therefore require a license for any shipment to certain entities and to China and Country Groups D1, D4 and D5, excluding Israel. To date, we have not received licenses to ship these restricted products to China. Additionally, we understand that partners and customers have also not received a license to ship these restricted products.\n\nWe 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. We ramped new products designed speci fi cally for China that do not require an export control license. Our Data Center revenue in China grew sequentially in the third quarter of fi scal year 2025. As a percentage of total Data Center revenue, it remains below levels seen prior to the imposition of export controls in October 2023. 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.\n\nOur 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 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, including the Middle East. In addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China. For example, the USG is considering restrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers.\n\nWhile we work to enhance the resiliency and redundancy of our supply chain, which is currently concentrated in the Asia- Paci fi c region, new and existing export controls or changes to existing export controls could limit alternative\n\n25\n\nmanufacturing locations and negatively impact our business. Refer to 'Item 1A. Risk Factors' for a discussion of this potential impact.\n\n## Macroeconomic Factors\n\nMacroeconomic factors, including in fl ation, interest rate changes, 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 di ffi cult 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 fl uctuate with short-term changes in our costs. Within our supply chain, we continuously manage product availability and costs with our vendors.\n\n## Israel and Regional Con fl icts\n\nWe are monitoring the impact of the geopolitical con fl ict in and around Israel on our operations, including the health and safety of our approximately 4,300 employees in the region who primarily support the research and development, operations, and sales and marketing of our networking products. Our global supply chain for our networking products has not experienced any signi fi cant impact. A substantial number of our employees in the region have been called-up for active military duty in Israel. Some employees in Israel have been on active military duty for an extended period and may continue to be absent, which may cause disruption to our product development or operations. We have not experienced signi fi cant impact or expense to our business; however, if the con fl ict is further extended or expanded, it could impact future product development, operations, and revenue or create other uncertainty for our business.\n\n## Third Quarter of Fiscal Year 2025 Summary\n\nThree Months Ended\n\n| | | | | Quarter-over- Quarter Change | Year-over-Year |\n|------------------------------|----------------------------------------|----------------------------------------|----------------------------------------|--------------------------------|------------------|\n| | Oct 27, 2024 | Jul 28, 2024 | Oct 29, 2023 | | Change |\n| | ($ in millions, except per share data) | ($ in millions, except per share data) | ($ in millions, except per share data) | | |\n| Revenue | $ 35,082 | $ 30,040 | $ 18,120 | 17 % | 94 % |\n| Gross margin | 74.6 % | 75.1 % | 74.0 % | (0.5) pts | 0.6 pts |\n| Operating expenses | $ 4,287 | $ 3,932 | $ 2,983 | 9 % | 44 % |\n| Operating income | $ 21,869 | $ 18,642 | $ 10,417 | 17 % | 110 % |\n| Net income | $ 19,309 | $ 16,599 | $ 9,243 | 16 % | 109 % |\n| Net income per diluted share | $ 0.78 | $ 0.67 | $ 0.37 | 16 % | 111 % |\n\nWe 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.\n\nRevenue was $35.1 billion, up 94% from a year ago and up 17% sequentially.\n\nData Center revenue was up 112% from a year ago and up 17% sequentially. The strong year-on-year and sequential growth was driven by demand for our Hopper computing platform for training and inferencing of large language models, recommendation engines, and generative AI applications. Cloud service providers represented approximately 50% of our Data Center revenue, and the remainder was represented by consumer internet and enterprise companies. Strong year-onyear growth was driven by all customer types from both compute and networking. Demand for the Hopper architecture is strong and our H200 o ff ering grew signi fi cantly in the quarter . Data Center compute revenue was $27.6 billion, up 132% from a year ago and up 22% sequentially. Networking revenue was $3.1 billion, up 20% from a year ago driven by Ethernet for AI, which includes Spectrum-X end-to-end ethernet platform. Areas of sequential revenue growth include In fi niBand and Ethernet switches, SmartNICs, and BlueField DPUs. Though networking revenue was sequentially down 15%, networking demand is strong and growing.\n\nGaming revenue was up 15% from a year ago and up 14% sequentially. These increases were driven by sales of our GeForce RTX 40 Series GPUs and game console SoCs.\n\nProfessional Visualization revenue was up 17% from a year ago and up 7% sequentially. These increases were driven by the continued ramp of RTX GPU workstations based on our Ada architecture.\n\nAutomotive revenue was up 72% from a year ago and up 30% sequentially. These increases were driven by our self-driving\n\n## platforms.\n\nGross margin increased from a year ago due to a higher mix of Data Center revenue. 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.\n\n## 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.\n\n## 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.\n\n## 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 % |\n\n## Revenue\n\n## 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) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |\n| Compute & Networking | $ 31,036 | $ 14,645 | $ 16,391 | 112 % | $ 80,157 | $ 29,507 | $ 50,650 | 172 % |\n| Graphics | 4,046 | 3,475 | 571 | 16 % | 11,009 | 9,312 | 1,697 | 18 % |\n| Total | $ 35,082 | $ 18,120 | $ 16,962 | 94 % | $ 91,166 | $ 38,819 | $ 52,347 | 135 % |\n\n## Operating Income by Reportable Segments\n\nThree Months Ended\n\nNine Months Ended\n\n| | Oct 27, 2024 | Oct 29, 2023 | $ Change | % Change | Oct 27, 2024 | Oct 29, 2023 | $ Change | % Change |\n|----------------------|-----------------|-----------------|-----------------|-----------------|-----------------|-----------------|-----------------|-----------------|\n| | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |\n| Compute & Networking | $ 22,081 | $ 10,262 | $ 11,819 | 115 % | $ 57,977 | $ 19,149 | $ 38,828 | 203 % |\n| Graphics | 1,502 | 1,493 | 9 | 1 % | $ 4,111 | 3,751 | 360 | 10 % |\n| All Other | (1,714) | (1,338) | (376) | 28 % | $ (4,669) | (3,542) | (1,127) | 32 % |\n| Total | $ 21,869 | $ 10,417 | $ 11,452 | 110 % | $ 57,419 | $ 19,358 | $ 38,061 | 197 % |\n\nCompute & Networking revenue - The year over year increase in the third quarter and fi rst nine months of fi scal year 2025 was due to strength in Data Center computing for accelerated computing and AI solutions. Revenue from Data Center computing grew 133% year-on-year and 195% compared to the fi rst nine months of fi scal year 2024 driven by demand for our Hopper computing platform for training and inferencing of large language models, recommendation engines, and generative AI applications. Networking was up 20% year-on-year and 90% compared to the fi rst nine months of fi scal year 2024 driven by Ethernet for AI revenue, which includes Spectrum-X end-to-end ethernet platform.\n\nGraphics revenue - The year over year increase in the third quarter and fi rst nine months of fi scal year 2025 was led by higher sales of our GeForce RTX 40 Series GPUs.\n\nReportable segment operating income - The year over year increase in Compute & Networking segment operating income in the third quarter and fi rst nine months of fi scal year 2025 was primarily driven by growth in data center revenue. The year over year increase in Graphics segment operating income in the third quarter of fi scal year 2025 was primarily driven by growth in revenue, partially o ff set by an increase of 52% in segment operating expense. The year over year increase in Graphics segment operating income in the fi rst nine months of fi scal year 2025 was primarily driven by growth in revenue.\n\nAll Other operating loss - The year over year increase in the third quarter and fi rst nine months of fi scal year 2025 was due to an increase in stock-based compensation expense re fl ecting employee growth and compensation increases.\n\n## Concentration of Revenue\n\nRevenue by geographic region is designated based on the billing location even if the revenue may be attributable to indirect customers, such as enterprises and gamers in a di ff erent location. Revenue from sales to customers outside of the United States accounted for 58% and 65% of total revenue for the third quarter , and 55% and 62% of total revenue for the fi rst nine months, of fi scal years 2025 and 2024, respectively.\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\nFor the third quarter and fi rst nine months of fi scal year 2025, an indirect customer which primarily purchases our products through system integrators and distributors, including through Customer C, is estimated to represent 10% or more of total\n\nrevenue, attributable to the Compute & Networking segment.\n\n28\n\nIndirect customer revenue is an estimation based upon multiple factors including customer purchase order information, product speci fi cations, internal sales data and other sources. Actual indirect customer revenue may di ff er from our estimates.\n\nWe have experienced periods where we receive a signi fi cant amount of our revenue from a limited number of customers, and this trend may continue.\n\n## Gross Pro fi t and Gross Margin\n\nGross pro fi t consists of total net revenue less cost of revenue.\n\nGross margins increased to 74.6% for the third quarter of fi scal year 2025 compared to 74.0% for the third quarter of fi scal year 2024, due to a higher mix of Data Center revenue. Gross margins increased to 75.8% for the fi rst nine months of fi scal year 2025 compared to 70.9% for the fi rst nine months of fi scal year 2024, primarily due to higher mix of Data Center revenue.\n\nProvisions for inventory and excess inventory purchase obligations totaled $865 million and $2.2 billion for the third quarter and fi rst nine months of fi scal year 2025, respectively. Sales of previously reserved inventory and settlements of excess inventory purchase obligations resulted in a provision release of $106 million and $305 million for the third quarter and fi rst nine months of fi scal year 2025, respectively. The net e ff ect on our gross margin was an unfavorable impact of 2.2% and 2.0% in the third quarter and fi rst nine months of fi scal year 2025, respectively.\n\nProvisions 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.\n\n## 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.\n\n## 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 | Oct 27, 2024 | Oct 29, 2023 | $ Change |\n| | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) | ($ in millions) |\n| Interest income | $ 472 | $ 234 | $ 238 | $ 1,275 | $ 572 | $ 703 |\n| Interest expense | (61) | (63) | 2 | (186) | (194) | 8 |\n| Other, net | 36 | (66) | 102 | 301 | (24) | 325 |\n| Other income (expense), net | $ 447 | $ 105 | $ 342 | $ 1,390 | $ 354 | $ 1,036 |\n\nThe increases in interest income for the third quarter and fi rst nine months of fi scal year 2025 was primarily due to growth in cash, cash equivalents, and publicly-held debt security balances.\n\nInterest expense is comprised of coupon interest and debt discount amortization related to our notes.\n\nOther, net consists of realized or unrealized gains and losses from investments in privately-held equity securities, publiclyheld equity securities, and the impact of changes in foreign currency rates. The change in Other , net, compared to the third quarter and fi rst nine months of fi scal year 2024, was primarily driven by an increase in fair value of our privately-held and publicly-held equity securities. Refer to Note 6 and 7 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information regarding our investments in privately-held and publicly-held equity securities.\n\n## 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 tax 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\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\nRefer to Note 5 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n\n## Liquidity and Capital Resources\n\nOct 27, 2024\n\nJan 28, 2024\n\n| | (In millions) | (In millions) |\n|--------------------------------------------------|-----------------|-----------------|\n| Cash and cash equivalents | $ 9,107 | $ 7,280 |\n| Marketable securities | 29,380 | 18,704 |\n| Cash, cash equivalents and marketable securities | $ 38,487 | $ 25,984 |\n\n| | Nine Months Ended | Nine Months Ended |\n|-------------------------------------------|---------------------|---------------------|\n| | Oct 27, 2024 | Oct 29, 2023 |\n| | (In millions) | (In millions) |\n| Net cash provided by operating activities | $ 47,460 | $ 16,591 |\n| Net cash used in investing activities | $ (13,223) | $ (4,457) |\n| Net cash used in fi nancing activities | $ (32,410) | $ (10,004) |\n\nOur investment policy requires the purchase of high-rated fi xed income securities, the diversi fi cation of investment types and credit exposures, and certain maturity limits on our portfolio.\n\n30\n\nCash provided by operating activities increased in the fi rst nine months of fi scal year 2025 compared to the fi rst nine months of fi scal year 2024 due to growth in revenue, partially o ff set by advanced payments on supply agreements. Our accounts receivable balance at the end of the fi rst nine months of fi scal year 2025 re fl ects the strong revenue growth, partially o ff set by $1.7 billion from customer payments received prior to the invoice due date.\n\nCash used in investing activities increased in the fi rst nine months of fi scal year 2025 compared to the fi rst nine months of fi scal year 2024, primarily driven by net purchases of marketable securities, and purchase of land, property and equipment.\n\nCash used in fi nancing activities increased in the fi rst nine months of fi scal year 2025 compared to the fi rst nine months of fi scal year 2024, mainly due to higher share repurchases and higher tax payments related to RSUs.\n\n## Liquidity\n\nOur primary sources of liquidity include cash, cash equivalents, and marketable securities, and the cash generated by our operations. As of October 27, 2024, we had $38.5 billion in cash, cash equivalents, and marketable securities. We believe that we have su ffi cient liquidity to meet our operating requirements for at least the next twelve months, and for the foreseeable future, including our future supply obligations and share repurchases. We continuously evaluate our liquidity and capital resources, including our access to external capital, to ensure we can fi nance future capital requirements.\n\nOur marketable securities consist of publicly-held equity securities, debt securities issued by the U.S. government and its agencies, highly rated corporations and fi nancial institutions, and foreign government entities, as well as certi fi cates of deposit issued by highly rated fi nancial institutions. Our corporate debt securities are publicly traded. These marketable securities are primarily denominated in U.S. dollars. Refer to Note 6 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information.\n\nExcept 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 the U.S. as of October 27, 2024 are available for use in the U.S. without incurring additional U.S. federal income taxes.\n\nPayment from customers, per our standard payment terms, is generally due shortly after delivery of products, availability of software licenses or commencement of services.\n\n## Capital Return to Shareholders\n\nWe paid cash dividends to our shareholders of $245 million and $589 million during the third quarter and fi rst nine months of fi scal year 2025, respectively.\n\nOur 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.\n\nWe repurchased 92 million and 254 million shares of our common stock for $11.1 billion and $26.2 billion during the third quarter and fi rst nine months of fi scal year 2025, 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. We plan to continue share repurchases this fi scal year .\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\nThe U.S. In fl ation 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. The excise tax is included in our share repurchase cost and was not material for the third quarter and fi rst nine months of fi scal year 2025.\n\n## Outstanding Indebtedness and Commercial Paper Program\n\nOur aggregate debt maturities as of October 27, 2024, by year payable, are as follows:\n\n| | Oct 27, 2024 (In millions) |\n|----------------------------------------------|------------------------------|\n| Due in one year | $ - |\n| Due in one to fi ve years | 2,250 |\n| Due in fi ve to ten years | 2,750 |\n| Due in greater than ten years | 3,500 |\n| Unamortized debt discount and issuance costs | (38) |\n| Net long-term carrying amount | $ 8,462 |\n\nWe have a $575 million commercial paper program to support general corporate purposes. As of October 27, 2024, we had no commercial paper outstanding.\n\nRefer to Note 11 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q for further discussion.\n\n## Material Cash Requirements and Other Obligations\n\nUnrecognized tax bene fi ts were $1.9 billion, which includes related interest and penalties of $215 million recorded in noncurrent income tax payable as of October 27, 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 e ff ective settlement of such tax positions. Refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for further information.\n\nOther than the contractual obligations described above, there were no material changes outside the ordinary course of business in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024. Refer to Item 7, 'Management's Discussion and Analysis of Financial Condition and Results of Operations Liquidity and Capital Resources' in our Annual Report on Form 10-K for the fi scal year ended January 28, 2024 for a description of our contractual obligations. For a description of our operating lease obligations, long-term debt, and purchase obligations, refer to Notes 2, 11, and 12 of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Quarterly Report on Form 10-Q, respectively.\n\n## 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.\n\n## Adoption of New and Recently Issued Accounting Pronouncements\n\nThere has been no adoption of any new and recently issued accounting pronouncements.\n\n## Item 3. Quantitative and Qualitative Disclosures about Market Risk\n\n## 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.\n\n## 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..\n\n## Item 4. Controls and Procedures\n\n## Controls and Procedures\n\n## 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.\n\n## 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.\n\n## 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.\n\n## Part II. Other Information\n\n## 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 Form 10-K for the fi scal year ended January 28, 2024 for a prior discussion of our legal proceedings.\n\n## Item 1A. Risk Factors\n\nOther than the risk factors listed below, there have been no material changes from the risk factors previously described under Item 1A of our Annual Report on Form 10-K for the fi scal year ended January 28, 2024 and Item 1A of our Quarterly Reports on Form 10-Q for the fi scal quarters ended April 28, 2024 and July 28, 2024.\n\nPurchasing or owning NVIDIA common stock involves investment risks including, but not limited to, the risks described in Item 1A of our Annual Report on Form 10-K for the fi scal year ended January 28, 2024, and Item 1A of our Quarterly Reports on Form 10-Q for the fi scal quarters ended April 28, 2024 and July 28, 2024, and below. Any one of those risks could harm our business, fi nancial condition and 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, fi nancial condition, results of operations or reputation.\n\nLong manufacturing lead times and uncertain supply and component availability, combined with a failure to estimate customer demand accurately, has led and could lead to mismatches between supply and demand.\n\nWe use third parties to manufacture and assemble our products, and we have long manufacturing lead times. We are not provided guaranteed wafer, component or 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 signi fi cant mismatch between supply and demand. This mismatch has resulted in both product shortages and excess inventory, has varied across our market platforms, and has signi fi cantly harmed our fi nancial results.\n\nWe build fi nished products and maintain inventory in advance of anticipated demand. While we have in the past entered and may in the future enter into long-term supply agreements and capacity commitments, we may not be able to secure su ffi cient commitments for capacity to address our business needs, or our long-term demand expectations may change. Additionally, our ability to sell certain products has been and could be impeded if components necessary for the fi nished 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 orders for certain supply 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. Both Hopper and Blackwell systems have certain supply constraints, and the demand for Blackwell is expected to exceed supply for several quarters in fi scal year 2026.\n\nMany 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:\n\n- \u00b7 changes in product development cycles and time to market;\n- \u00b7 competing technologies and competitor product releases, announcements or other actions;\n- \u00b7 changes in business and economic conditions;\n- \u00b7 sudden or sustained government lockdowns or public health issues;\n- \u00b7 rapidly changing technology or customer requirements;\n- \u00b7 the availability of su ffi cient data center capacity or energy for customers to procure;\n- \u00b7 new product introductions and transitions resulting in less demand for existing products;\n\n- \u00b7 new or unexpected end-use cases;\n- \u00b7 increase in demand for competitive products;\n- \u00b7 business decisions made by third parties;\n\n- \u00b7 the demand for accelerated computing, AI-related cloud services, or large language models;\n- \u00b7 changes that impact the ecosystem for the architectures underlying our products and technologies;\n- \u00b7 the demand for our products; or\n- \u00b7 government actions or changes in governmental policies, such as export controls or increased restrictions on gaming usage.\n\nWe continue to increase our supply and capacity purchases with existing and new suppliers to support our demand projections. 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 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.\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. Quali fi cation time for new products, customers anticipating product transitions and channel partners reducing channel inventory of prior architectures ahead of new product introductions can reduce or create volatility in our revenue. We have experienced and may in the future experience reduced demand for current generation architectures when customers anticipate 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 fi nancial results may be negatively impacted. The increased frequency and complexity of newly introduced products could result in unanticipated quality or production issues that could increase the magnitude of inventory provisions, warranty, or other costs or result in product delays. For example, our gross margins in the second quarter of fi scal year 2025 were negatively impacted by inventory provisions for low-yielding Blackwell material.\n\nWe 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. 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.\n\nChallenges 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 signi fi cant 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.\n\nThe 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 di ffi cult 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 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 di ffi cult. Gray market products and reseller marketplaces compete with our new products and distribution channels.\n\nAdditionally, 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 a ff ect customer demand.\n\n## Our operations could be a ff ected by the complex laws, rules and regulations to which our business is subject, and political and other actions may adversely impact our business.\n\nWe are subject to laws and regulations domestically and worldwide, a ff ecting our operations in areas including, but not limited to, IP ownership and infringement; taxes; import and export requirements and tari ff s; 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 fi nes, criminal sanctions against us, our o ffi cers, 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, South Korea 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\n\nalso received requests for information from regulators in the European Union, the United States, the United Kingdom, China, and South Korea regarding our sales of GPUs and other NVIDIA products, our e ff orts 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\n\n36\n\nregulators are considering, and in certain cases, have imposed restrictions on the hardware, software, and systems used to develop frontier foundation models and generative AI. For example, the EU AI Act was formally adopted in June 2024 and will be implemented in phases between now and 2030. The State of California, among other jurisdictions, is considering similar legislation. Restrictions under this and any other regulations, if implemented, 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 fi nancial 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 tari ff s, restrictions and controls on imports or exports, or other retaliatory actions, which could have an adverse e ff ect 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.\n\nGovernment 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 restrictions, creating a competitive disadvantage for us and negatively impacting our business and fi nancial 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 fi nancial 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.\n\nExport 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, bene fi ting competitors that o ff er 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.\n\nIncreasing 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 fi nancial 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\n\n37\n\ncontrols 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 e ff orts to supply the China market and our ful fi llment of the commitments we entered at the close of our Mellanox acquisition. If the regulators conclude that we have failed to ful fi ll 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 fi nancial condition.\n\nDuring the third quarter of fi scal 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 speci fi cally 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 fi scal 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.\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 Group D5, including China. On October 23, 2023, the USG informed us that the licensing requirements were e ff ective immediately for shipments of our A100, A800, H100, H800, and L40S products (removing the grace period granted by the o ffi cial rule). Our upcoming Blackwell systems, such as GB200 NVL 72 and NVL 36 as well as B200 will also be subject to these requirements and therefore require a license for any shipment to certain entities and to China and Country Groups D1, D4, and D5, excluding Israel. To date, we have not received licenses to ship these restricted products to China.\n\nFollowing 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.\n\nManagement 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 events, including unauthorized system con fi guration, use, or location, 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 signi fi cant portion of our supply and distribution chain and negatively impact sales of such products to markets outside China, including the U.S. and Europe. In addition, as the performance of the gaming GPUs increases over time, export controls may have a greater impact on our ability to compete in markets subject to those controls. 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 data center 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 high-speed 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. fi rms, harming our business, market position, and fi nancial 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.\n\nIn addition to export controls, the USG may impose restrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China. For example, the USG is considering restrictions on the import and sale of certain automotive products in the United States, which if adopted and interpreted broadly, could impact our ability to develop and supply solutions for our automotive customers.\n\nAdditionally, restrictions imposed by the Chinese government on the duration of gaming activities and access to games may adversely a ff ect our Gaming revenue, and increased oversight of digital platform companies may adversely a ff ect our Data Center revenue. The Chinese government may also encourage customers to purchase from our China-based competitors, or 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. As another example, an agency of the Chinese government announced an Action Plan that endorses new standards regarding the compute performance per watt and per memory bandwidth of accelerators used in new and renovated data centers in China. If the Chinese government modi fi es or implements the Action Plan in a way that e ff ectively prevents us from being able to design products to meet the new standard, this may restrict the ability of customers to use some of our data center products and may have a material and adverse impact on our business, operating results and fi nancial condition. Further restrictions on our products or the products of our suppliers could negatively impact our business and fi nancial results.\n\nFinally, 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 fi nancial results.\n\n## Item 2. Unregistered Sales of Equity Securities and Use of Proceeds\n\n## Issuer Purchases of Equity Securities\n\nWe repurchased 92 million and 254 million shares of our common stock for $11.1 billion and $26.2 billion during the third quarter and fi rst nine months of fi scal year 2025, respectively. 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.\n\nThe 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 agreements in compliance with Rule 10b-18 of the Exchange Act, subject to market conditions, applicable legal requirements, and other factors. Our share repurchase program may be suspended at any time at our discretion.\n\nWe paid cash dividends to our shareholders of $245 million and $589 million during the third quarter and fi rst nine months of fi scal year 2025, 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.\n\n39\n\nThe following table presents details of our share repurchase transactions during the third quarter of fi scal year 2025:\n\n| Period | Total Number of Shares Purchased (In millions) | Average Price Paid per Share (1) | 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) |\n|---------------------------------------|--------------------------------------------------|------------------------------------|----------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------|\n| July 29, 2024 - August 25, 2024 | 30.2 | $ 113.71 | 30.2 | $ 4.1 |\n| August 26, 2024 - September 22, 2024 | 27.3 | $ 114.77 | 27.3 | $ 51.0 |\n| September 23, 2024 - October 27, 2024 | 34.8 | $ 129.75 | 34.8 | $ 46.4 |\n| Total | 92.3 | | 92.3 | |\n\n(1) Average price paid per share includes broker commissions, but excludes our liability under the 1% excise tax on the net amount of our share repurchases required by the In fl ation Reduction Act of 2022.\n\nOn August 26, 2024, our Board of Directors approved an additional $50 billion to our share repurchase authorization, without expiration.\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\n## Restricted Stock Unit Share Withholding\n\nWe withhold shares of our common stock associated with net share settlements to cover tax withholding obligations upon the vesting of RSU awards under our employee equity incentive program. During the third quarter and fi rst nine months of fi scal year 2025, we withheld approximately 15 million and 46 million shares, respectively, for a total value of $1.7 billion and $5.1 billion, respectively, through net share settlements.\n\n## Item 5. Other Information\n\nThe following Section 16 o ffi cers and directors adopted, modi fi ed or terminated a trading arrangement that is intended to satisfy the a ffi rmative defense conditions of Rule 10b5-1(c), or a Rule 10b5-1 Trading Arrangement:\n\n- \u00b7 On September 27, 2024, Aarti Shah, a member of our Board of Directors, adopted a Rule 10b5-1 Trading Arrangement for the sale of up to 29,000 shares of our common stock through March 31, 2026.\n- \u00b7 On September 30, 2024, Ajay K. Puri, Executive Vice President, Worldwide Field Operations, adopted a Rule 10b5-1 Trading Arrangement for the sale of up to 204,890 shares of our common stock through December 30, 2025.\n\n## 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.\n\n# 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:\n\n## 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 by the undersigned thereunto duly authorized.\n\nDate: November 20, 2024\n\nNVIDIA Corporation\n\n/s/ Colette M. Kress\n\nColette M. Kress\n\nExecutive Vice President and Chief Financial O ffi cer (Duly Authorized O ffi cer and Principal Financial O ffi cer)"
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