NVIDIA (NVDA) 10-K risk factor changes: FY2022 vs FY2021

*In evaluating [removed: NVIDIA and our business,] [added: NVIDIA,] the following [added: risk] factors should be considered in addition to the other information in this Annual Report on Form 10-K.

[removed: Before you buy our] [added: Purchasing or owning NVIDIA] common [removed: stock, you should know that making such an investment] [added: stock] involves [added: investment] risks including, but not limited to, the risks described below.

Our [removed: GPU-based visual and] accelerated computing platforms address four large markets: Gaming, [removed: Professional Visualization,] Data Center, [added: Professional Visualization,] and Automotive.

These markets [removed: often] experience rapid [removed: technological change,] changes in [added: technology,] customer requirements, new product introductions and enhancements, and [removed: evolving] industry standards.

[removed: Our success depends on our ability to] [added: - timely] identify emerging industry [removed: changes] [added: changes,] and [removed: to] develop new [removed: (or] [added: or] enhance [removed: our existing)] [added: existing] products, services and technologies that meet the evolving needs of these [removed: markets.][added: markets;]

[removed: We must also continue to] [added: -] develop [removed: the] infrastructure needed to scale our [removed: business in these areas,] [added: business,] including [added: related to our acquisitions,] customer [removed: service and] support, e-commerce and [removed: intellectual property, or IP,] [added: IP] licensing [removed: capabilities.][added: capabilities; and]

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[removed: We also must] [added: -] meet customer safety and compliance standards, which are subject to [removed: change, including those applicable to our automotive solutions and systems.][added: change;]

[removed: Additionally, we continue to] [added: We] make considerable investments in research and [removed: development,] [added: development and business offerings in markets where we have a limited operating history,] which may not produce [removed: significant] [added: meaningful] revenue for several years, if at all.

If [removed: our investments are unsuccessful and] we fail to develop new products, services and technologies, or if [removed: we focus on technologies that] [added: they] do not become widely adopted, our business, revenue, financial condition and results of operations could be adversely affected.

We cannot [removed: assure you] [added: ensure] that our strategic direction will result in [removed: innovative] products and technologies that provide value to our [removed: customers, partners,] [added: customers] and [removed: ultimately, our shareholders.][added: partners.]

If we fail to anticipate the changing needs of our target markets and emerging technology trends, or if we do not appropriately adapt our strategies as market conditions evolve, [removed: in a timely manner to exploit potential market opportunities,] our business will be harmed.

Achieving design [removed: wins] [added: wins, which is important to our success in several businesses,] may involve a lengthy process [removed: in pursuit of a customer opportunity] and depend on our ability to anticipate features and functionality that customers [removed: and consumers] will demand.

Failure to obtain a particular design win may prevent us from obtaining [added: future] design wins in subsequent [removed: generations of a particular product.][added: generations.]

Unanticipated changes in industry standards [added: or disruptive technological innovation] could render our products incompatible with products developed by [removed: major hardware manufacturers and software developers.][added: other companies.]

[removed: Additionally, if] [added: If] our products are not in compliance with prevailing industry [removed: standards, including] [added: and] safety standards, our customers may not incorporate our products into their design strategies.

Our target markets remain [removed: extremely] competitive, and [removed: we expect] competition [removed: to] [added: may] intensify [removed: as current competitors expand their] [added: with expanding and changing] product [removed: and/or] [added: and] service offerings, industry [removed: standards continue to evolve,] [added: standards,] customer [removed: needs change and] [added: needs,] new [removed: competitors enter these markets.][added: entrants and consolidations.]

Our competitors’ products, services and [removed: technologies] [added: technologies, such as the high-end discrete GPUs offered by Intel and AMD,] may be [removed: less costly,] [added: cheaper] or [removed: may offer superior] [added: provide better] functionality or [removed: better features,] [added: features] than ours, which may [removed: result, among other things,] [added: result] in lower than expected selling prices for our products.

[removed: In addition, some] [added: Some] of our competitors operate [removed: and maintain] their own fabrication facilities, have longer operating histories, larger customer bases, more comprehensive IP portfolios and patent protections, [added: new designs] and [added: more design wins, and] greater financial, sales, marketing and distribution resources than we do.

These competitors may be able to more effectively identify and capitalize upon opportunities in new markets and end user customer trends, [added: more] quickly transition their products, [removed: including semiconductor products, to increasingly smaller line width geometries,] and [removed: obtain] [added: secure] sufficient foundry capacity and packaging [removed: materials,] [added: materials during a supply-constrained environment,] which could harm our business.

In our networking business, some of our customers are also integrated circuit and switch suppliers and [removed: already] have in-house expertise and internal development capabilities similar to ours.

Licensing our technology and supporting such customers entails the transfer of [removed: intellectual property] [added: IP] rights that may enable such customers to develop their own [removed: products and] solutions to replace those we are [removed: currently providing to them.][added: providing.]

If we are unable to successfully compete [removed: in our target markets,] [added: and] respond to changes in our target markets or introduce new offerings to meet the needs of this competitive environment, [removed: including in significant international markets such as China,] demand for our products, services and technologies could decrease, which would cause our revenue to [removed: decline and cause our results of operations to suffer.][added: decline.]

Risks Related to [removed: Our] [added: Demand,] Supply and Manufacturing

We depend on third parties and their technology to manufacture, assemble, [removed: test and/or] [added: test,] package [added: or design] our products, which reduces our control over product quantity and quality, manufacturing yields, development, enhancement and product delivery schedule and could harm our business.

We do not manufacture the [removed: silicon wafers] [added: semiconductors] used for our products and do not own or operate a wafer fabrication facility.

[removed: Instead, we are dependent] [added: We depend] on [removed: industry-leading foundries, such as Taiwan Semiconductor Manufacturing Company Limited and Samsung Electronics Co. Ltd.,] [added: foundries] to manufacture our semiconductor wafers using their fabrication equipment and techniques.

[removed: Similarly, we] [added: We] do not [removed: directly] assemble, test or package our products, but instead [removed: rely on] [added: contract with] independent subcontractors.

[removed: As a result, we] [added: We] face several [removed: significant] risks which could [removed: have an adverse effect on] [added: adversely affect] our ability to meet customer [removed: demand,] [added: demand and] scale our supply [removed: chain and/or] [added: chain,] negatively impact [added: longer-term demand for] our [added: products and services, and adversely affect our] business operations, gross margin, revenue and/or financial results, including:

- [removed: a] lack of guaranteed supply of [removed: wafers and other] [added: wafers,] components and [added: capacity or decommitment and] potential higher wafer and component prices, [removed: which could be impacted by our failure to correctly estimate] [added: from incorrectly estimating] demand and [added: failing] to place orders with our suppliers [removed: in] [added: with] sufficient quantities [removed: and/or] [added: or] in a timely manner;

- [removed: a] failure by our foundries [added: or contract manufacturers] to procure raw materials or to provide [removed: or allocate adequate, or any,] [added: adequate levels of] manufacturing or test capacity for our products;

- [removed: a] failure by our foundries to develop, obtain or successfully implement high [removed: quality, leading-edge] [added: quality] process technologies, including transitions to smaller geometry process technologies such as advanced process node technologies and memory designs needed to manufacture our [removed: products profitably or on a timely basis;][added: products;]

- [removed: a] limited number of [added: global] suppliers, [removed: including] foundries, [added: contract manufacturers,] assembly and test providers, and memory manufacturers;

- [removed: a] lack of direct control over [removed: delivery schedules or] product [removed: quantity and quality;] [added: quantity, quality] and [added: delivery schedules;]

- delays in product shipments, shortages, a decrease in product quality and/or higher expenses in the event our subcontractors or foundries prioritize our competitors’ orders over [removed: our orders or otherwise.][added: ours; and]

We also rely on third-party software development tools to assist us in the design, simulation and verification of new products or product [removed: enhancements, and to bring such new products and enhancements to market in a timely manner.][added: enhancements.]

The design requirements necessary to meet consumer demands for [removed: more features and] greater functionality from our products may exceed the capabilities of available software development tools.

Our [removed: products, including both] hardware and software [removed: offerings,] [added: product offerings] are complex and may contain defects or security vulnerabilities, or experience failures or unsatisfactory performance due to any number of issues in design, fabrication, packaging, materials and/or use within a system.

These risks may increase as our products are introduced into new devices, markets, technologies and [removed: applications, including into the automotive market,] [added: applications] or as new versions are released.

Some errors in our products or services may only be discovered after a product or service has been shipped or [removed: used by customers or the end users of such product.][added: used.]

Our strategic and business success depends on our ability to:

- expand the ecosystem for our products and technologies;

- accurately forecast demand in our businesses;

- manage product, software, and service lifecycles to maintain customer and end user satisfaction;

- complete technical, financial, compliance, sales and marketing investments for some of the above activities.

Furthermore, a design win does not guarantee revenue.

GPUs have use cases in addition to their designed and marketed use case, such as for digital currency mining, including blockchain-based platforms such as Ethereum.

It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products.

We have introduced Lite Hash Rate, or LHR, GeForce GPUs with limited Ethereum mining capability and increased the supply of CMP in an effort to address demand from gamers and direct miners to CMP.

However, if attempts in the aftermarket to improve the hash rate capabilities of our LHR cards are successful, our gaming cards may become more attractive to miners, increasing demand for our gaming GPUs and limiting our ability to supply our gaming cards to non-mining customers.

We cannot predict whether our strategy of using LHR cards and CMP will achieve our desired outcome.

In addition, our products may be resold on the unauthorized “gray market,” which also makes demand forecasting difficult.

Gray market products compete with our distribution channels.

These challenges may continue in the future when the effects of the pandemic subside.

Our manufacturing lead times are very long and in some cases, extend to be twelve months or longer, which requires us to make estimates of customers’ future demand.

We have revised our process for purchasing supply as a result of the worldwide supply shortages impacting the semiconductor industry.

Our inventory and purchase commitments reflect our demand expectations for our future quarters and long-term supply and capacity needs.

Demand for our products may be perishable or may disappear, which would make our demand forecast more uncertain and cause us to lose market share, perhaps permanently.

To shorten shipment lead times, we may build finished products and carry inventory for anticipated demand that does not materialize.

We may not be able to reduce our inventory purchase commitments if customers cancel or defer orders or choose to purchase from our competitors.

We may write-down our

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- new product introductions resulting in less demand for existing products or inconsistent spikes in demand due to unexpected end use cases;

- increase in demand for competitive products, including competitive actions;

- fluctuations in demand for our products related to cryptocurrency mining; or

- decrease in future demand, decrease in the cost of supply chain materials, or changes in the design of future products where we have entered into long-term supply commitments, including prepayments, particularly to the extent we are placing orders well in advance of our historical lead times and/or before the design of those products is final.

For example, while we previously placed orders with approximately six months’ lead time, we have begun placing orders at least twelve months in advance.

Our inventory and purchase commitments reflect our demand expectations for our future quarters and long-term supply and capacity needs.

However, we may not be able to accurately predict when such periods of shortage will end, nor do we know whether those inventory orders accurately address our current and future demand needs.

These actions may increase our product costs and trigger significant excess inventory or other charges if there is a partial or complete reduction in long-term demand for our products or if such demand is served by our competitors, which could negatively impact our gross margins and our overall financial results.

While we may enter into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business needs.

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- low manufacturing yields resulting from a failure in our product design or a foundry’s proprietary process technology.

An error or defect in new products or releases or related software drivers after commencement of commercial shipments could result in failure to achieve market acceptance, loss of design wins, and harm to our relationships with existing and prospective customers and partners and consumers’ perceptions of our brand, which would in turn negatively impact our business operations, gross margin, revenue and/or financial results.

- domestic and international business and cultural practices that differ;

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- natural disasters, acts of war or other military actions, terrorism, public health issues, and other catastrophic events.

More recently, increased inflation may impact supply, employee, facilities and infrastructure costs.

To the extent such inflation continues, increases or both, it may reduce our margins and have a material adverse effect on our financial performance.

Economic and industry uncertainty or changes could have adverse, wide-ranging effects on our business and financial results, including:

Such activities may require considerable technical, financial, compliance, sales and marketing investments.

We devote significant resources to the development of technologies and business offerings in markets where we have a limited operating history, such as the automotive and data center markets, which presents additional risks to our business.

For example, we must continue to accurately forecast demand, scale and optimize utilization in our data center business, and develop and deliver next-generation autonomous driving solutions to our partners and customers or our business could be negatively impacted.

We also must continue to scale our networking business following the Mellanox acquisition by leveraging our joint product capabilities and continuing to effectively integrate company processes.

If we do not continue to evolve our business, including by developing

market specific technologies, managing the social and environmental impact of our products and technologies, expanding the ecosystem for our current and future products and technologies, and monetizing and expanding our business in various areas, our financial results could be negatively impacted.

For our products that we do not sell directly to consumers, achieving design wins is an important success factor, including for our interconnect products.

This could result in lost revenue and could weaken our position in future competitive bid selection processes.

Furthermore, winning a product design does not guarantee sales to a customer or that we will realize as much revenue as anticipated, if any.

Consequently, these customers may become competitors to us.

Further, each new design by a customer presents a competitive situation.

In addition, the competitive landscape in our target markets has changed and may continue to evolve due to a trend toward consolidation, which could lead to fewer customers, partners, or suppliers, any of which could negatively affect our financial results.

In the past we have not had and going forward we may not have long-term commitment contracts with these foundries or subcontractors.

Nevertheless, we may enter into long-term procurement and capacity commitments

as our business grows or in periods with limited availability of capacity and components in our supply chain.

As our business grows, we must continue to scale and adapt our supply chain or it could have an adverse impact on our business.

In addition, low manufacturing yields could have an adverse effect on our ability to meet customer demand, increase manufacturing costs, harm customer or partner relationships, and/or negatively impact our business operations, gross margin, revenue and/or financial results.

Manufacturing yields for our products are a function of product design, which is developed largely by us, and process technology, which typically is proprietary to the foundry.

Low yields may result from either product design or process technology failure.

We do not know whether a yield problem will exist until our design is actually manufactured by the foundry.

As a result, yield problems may not be identified until well into the manufacturing process and require us and the foundry to cooperate to resolve the problem.

In the past, we have experienced delays in the introduction of products and enhancements as a result of the inability of then available software development tools to fully simulate the complex features and functionalities of our products.

If we miss design cycles or lose design wins due to the unavailability of such software development tools, we could lose market share and our revenues could decline.

If we fail to achieve design wins for our products, our business will be harmed.

In addition, an error or defect in new products or releases or related software drivers after commencement of commercial shipments could result in

failure to achieve market acceptance or loss of design wins, harm our relationships with customers and partners and harm consumers’ perceptions of our brand.

A product recall, including automotive recalls or recalls due to a bug in our products, or a significant number of product returns could be expensive, damage our reputation, harm our ability to attract new customers, result in the shifting of business to our competitors and result in litigation against us, such as product liability suits.

Our products are manufactured based on estimates of customers’ future demand and our manufacturing lead times are very long.

In order to have shorter shipment lead times and quicker delivery schedules for our customers, we may build inventory for anticipated periods of growth which do not occur, may build inventory anticipating demand that does not materialize, or may build inventory to serve what we believe is pent-up demand.

For example, our GPUs for gaming are capable of digital currency mining.

Demand and use of GPUs for cryptocurrency has fluctuated in the past and is likely to continue to change quickly.

In estimating demand, we make multiple assumptions, any of which may prove to be incorrect.

If we are unable to accurately anticipate demand for our products, our business and financial results could be adversely impacted.

- changes in consumer confidence caused by changes in market conditions, including changes in the credit market;

- our introduction of new products resulting in lower demand for older products;

- less demand than expected for newly-introduced products; or

- increased competition, including competitive pricing actions.

The cancellation or deferral of customer purchase orders could result in our holding excess inventory, which could adversely affect our gross margins.

In addition, because we often sell a substantial portion of our products in the last month of each quarter, we may not be able to reduce our inventory purchase commitments in a timely manner in response to customer cancellations or deferrals.

Security breaches, computer malware, phishing, and cyber-attacks have become more prevalent and sophisticated in recent years.

Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA [added: has] leveraged its GPU architecture to create platforms for [removed: virtual reality, HPC,] [added: scientific computing, AI, data science, AV, robotics, AR] and [removed: AI.][added: VR.]

[removed: This] [added: These conditions] could lead to a significant mismatch between supply and demand, giving rise to product shortages or excess inventory, and make our demand forecast more uncertain.

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[removed: In order to] have shorter shipment lead times and quicker delivery schedules for our customers, we may build [added: finished products and maintain] inventory for anticipated periods of growth which do not occur, [removed: may build inventory] anticipating demand that does not materialize, or [removed: may build inventory to serve] [added: for] what we believe is pent-up demand.

[removed: In periods with limited availability of capacity and components in our supply chain, we may] [added: We] place non-cancellable inventory orders [removed: significantly] [added: for certain products] in advance of our [removed: normal] [added: historical] lead times, pay premiums [removed: or] [added: and] provide deposits to secure [removed: normal and incremental] future [removed: supply, which could negatively impact our financial results.][added: supply and capacity.]

Demand for our products is based on many factors, including our product [removed: introductions and] [added: introductions, time to market,] transitions, competitor [added: product releases and] announcements, and competing technologies, all of which can impact the timing and [removed: amount] [added: volume] of our revenue.

Volatility in the cryptocurrency market, including changes in the prices of [removed: cryptocurrencies,] [added: cryptocurrencies or method of verifying transactions, such as proof of work or proof of stake,] can impact demand for our products and [added: degrade] our ability to [added: accurately] estimate [removed: demand for our products.][added: it.]

Changes to cryptocurrency standards and processes including, but not limited to, the pending Ethereum 2.0 standard may [added: decrease the usage of GPUs for Ethereum mining and may] also create increased aftermarket [removed: resales] [added: resale] of our [removed: GPUs] [added: GPUs, impact retail prices for our GPUs, increase returns of our products in the distribution channel,] and may reduce demand for our new GPUs.

Additionally, consumer [added: and enterprise] behavior during the COVID-19 [removed: pandemic, such as increased demand for our Gaming, Data Center and mobile workstation and laptop products and suppressed corporate demand for desktop workstations,] [added: pandemic] has made it more difficult for us to estimate future [removed: demand,] [added: demand] and [added: may have changed pre-pandemic behaviors, and] these challenges may be more pronounced [added: or volatile] in the future [removed: if] [added: on both a global] and [removed: when the effects of the pandemic subside.][added: regional basis.]

[removed: Since March 2020, most] [added: Most] of our employees [removed: have been working] [added: continue to work] remotely and we have [removed: temporarily prohibited] [added: paused] most business travel.

[removed: Our Gaming and] [added: During fiscal year 2022, our Gaming,] Data Center [added: and Professional Visualization] market platforms have benefited from stronger demand as people continue to work, learn, and play from home.

As the COVID-19 pandemic continues, the timing and overall demand from [removed: customers and] [added: customers,] the availability of supply chain, logistical services and component [removed: supply] [added: supply, and the impact of rising inflation] may have a material net negative impact on our business and financial results.

Refer to [added: Note 14 of the Notes to the Consolidated Financial Statements in] Part [removed: I,] [added: IV,] Item [removed: 1A] [added: 15] of this Annual Report on Form 10-K for additional [removed: information under] [added: information, including] the [removed: heading “Risk Factors”.][added: Domestication.]

We believe our existing balances of cash, cash equivalents and marketable securities, along with commercial paper [removed: and other short-term liquidity] arrangements, will be sufficient to satisfy [removed: its] [added: our] working capital needs, capital asset purchases, dividends, debt repayments and other liquidity requirements associated with [removed: its] [added: our] existing operations.

Fiscal Year [removed: 2021] [added: 2022] Summary

| | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | January [removed: 26, 2020] [added: 31, 2021] | | | | | | Change | | |

| Gross margin | | | [removed: 62.3] [added: 64.9] | | % | | | | [removed: 62.0] [added: 62.3] | | % | | | | Up [removed: 30] [added: 260] bps | | |

| Operating expenses | | | $ | [removed: 5,864] [added: 7,434] | | | | | $ | [removed: 3,922] [added: 5,864] | | | | | Up [removed: 50%] [added: 27%] | | |

| Income from operations | | | $ | [removed: 4,532] [added: 10,041] | | | | | $ | [removed: 2,846] [added: 4,532] | | | | | Up [removed: 59%] [added: 122%] | | |

| Net income | | | $ | [removed: 4,332] [added: 9,752] | | | | | $ | [removed: 2,796] [added: 4,332] | | | | | Up [removed: 55%] [added: 125%] | | |

| Net income per diluted share | | | $ | [removed: 6.90] [added: 3.85] | | | | | $ | [removed: 4.52] [added: 1.73] | | | | | Up [removed: 53%] [added: 123%] | | |

Revenue for fiscal year [removed: 2021] [added: 2022] was [removed: $16.68] [added: $26.91] billion, up [removed: 53%] [added: 61%] from a year [removed: earlier.][added: ago.]

OEM and Other revenue was up [removed: 25%] [added: 84%] from a year [removed: ago,] [added: ago] primarily [removed: due to higher volume of entry-level laptop GPUs.][added: driven by CMP sales.]

Income from operations [removed: for fiscal year 2021] was [removed: $4.53] [added: $10.04] billion, up [removed: 59%] [added: 122%] from a year [removed: earlier.][added: ago.]

Net income and net income per diluted share [removed: for fiscal year 2021] were [removed: $4.33] [added: $9.75] billion and [removed: $6.90,] [added: $3.85,] up [removed: 55%] [added: 125%] and [removed: 53%,] [added: 123%,] respectively, from a year [removed: earlier.][added: ago.]

Cash, cash equivalents and marketable securities were [added: $21.21 billion, up from] $11.56 billion [removed: as of January 31, 2021, compared with $10.90 billion as of January 26, 2020.][added: a year earlier.]

The increase [removed: primarily] reflects [removed: the issuance of the $5] [added: operating cash flow generation and $5.00] billion of [removed: notes in March 2020 and cash-flow generation, partially offset by acquisitions.][added: debt issuance proceeds.]

We paid [removed: $395] [added: $399] million in quarterly cash dividends in fiscal year [removed: 2021.][added: 2022.]

On an on-going basis, we evaluate our estimates, including those related to [removed: business combinations,] inventories, revenue recognition, income taxes, and goodwill.

Situations that may result in excess or obsolete inventory include changes in business and economic conditions, changes in market conditions, sudden and significant decreases in demand for our products, inventory obsolescence because of changing technology and customer requirements, [added: new product introductions resulting in less demand for existing products or inconsistent spikes in demand due to unexpected end use cases,] failure to estimate customer demand properly, [added: ordering in advance of historical lead-times and the impact of changes in future demand,] or [added: increase in demand for competitive products, including competitive actions.]

[removed: In addition, cancellation] [added: Cancellation] or deferral of customer purchase orders could result in our holding excess inventory.

The overall net effect on our gross margin from inventory provisions and sales of items previously written down was [removed: insignificant] [added: an unfavorable impact of 0.9%] in fiscal [removed: years 2021] [added: year 2022] and [removed: 2020.][added: insignificant in fiscal year 2021.]

We derive our revenue from product sales, including hardware and systems, license and development arrangements, [removed: and] software [removed: licensing.][added: licensing, and cloud services.]

[removed: We determine revenue recognition through the following steps: (1) identification of the contract with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract (where revenue is] allocated on a relative standalone selling price basis by maximizing the use of observable inputs to determine the standalone selling price for each performance obligation); and (5) recognition of revenue when, or as, we satisfy a performance obligation.

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

Certain products are sold [removed: along] with support or [added: an] extended [removed: warranty.][added: warranty for the incorporated system, hardware, and/or software.]

Support and extended warranty revenue [removed: is] [added: are] recognized ratably over the service period, or as services are performed.

Our license and development arrangements with customers typically require significant customization of our [removed: intellectual property] [added: IP] components.

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

As of January [removed: 31, 2021,] [added: 30, 2022,] we had a valuation allowance of [removed: $728] [added: $907] million related to state and certain [removed: foreign] [added: other] deferred tax assets that management determined are not likely to be realized due to jurisdictional projections of future taxable income, tax attributes usage limitation by certain jurisdictions, and potential utilization limitations of tax attributes acquired as a result of stock ownership changes.

Since our original focus on PC graphics, we have expanded to several other large and important computationally intensive fields.

Termination of the Arm Share Purchase Agreement

On February 8, 2022, NVIDIA and SoftBank announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from SoftBank.

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

We intend to record in operating expenses a $1.36 billion charge in the first quarter of fiscal year 2023 reflecting the write-off of the prepayment provided at signing in September 2020.

GPUs have use cases in addition to their designed and marketed use case, such as for digital currency mining, including blockchain-based platforms such as Ethereum.

It is difficult for us to estimate with any reasonable degree of precision the past or current impact of cryptocurrency mining, or forecast the future impact of cryptocurrency mining, on demand for our products.

Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, and new cryptocurrency standards can impact and have impacted in the past cryptocurrency demand, and further impact demand for our products and our ability to estimate demand for our products.

We have introduced LHR GeForce GPUs with limited Ethereum mining capability and increased the supply of CMP in an effort to address demand from gamers and direct miners to CMP.

Beginning in the second quarter of fiscal year 2022, nearly all our desktop NVIDIA Ampere architecture GeForce GPU shipments were LHR in our effort to direct GeForce to gamers.

If attempts in the aftermarket to improve the hash rate capabilities of our LHR cards are successful, our gaming cards may become more attractive to miners, and therefore limit our ability to supply our cards to non-mining customers.

We cannot predict whether our strategy of using LHR cards and CMP will achieve our desired outcome.

Supply

Our manufacturing lead times are very long and in some cases, extend to be twelve months or longer, which requires us to make estimates of customers’ future demand.

To

During fiscal year 2022, we made substantial strides in broadening our supply base to scale our company and better serve customer demand.

We expect to remain supply-constrained into the first half of fiscal year 2023, primarily in Gaming and Networking.

We have placed non-cancellable inventory orders for certain supply in advance of our historical lead times, paid premiums and provided deposits to secure future supply and capacity and may need to continue to do so in the future.

Ordering product in advance of our historical lead times to secure supply in a constrained environment may trigger excess inventory or other charges if there is a partial or complete reduction in long-term demand for our products or if such demand is served by our competitors.

Given our long lead times on inventory purchasing, demand may be perishable or may disappear.

Given our current long lead times, we may order components before our product design is finalized and changes to the product design or end demand could trigger excess inventory.

Our supply deliveries and production may be non-linear within a quarter or year which could cause changes to expected revenue or cash flows.

The COVID-19 pandemic continued during fiscal year 2022.

Our Professional Visualization market platform also benefited from demand for workstations as enterprises support hybrid work environments.

As our offices begin to reopen, we expect to incur incremental expenses as we resume onsite services and related in-office costs.

| Revenue | | | $ | 26,914 | | | | | $ | 16,675 | | | | | Up 61% | | |

We specialize in markets where our computing platforms can provide tremendous acceleration for applications.

These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver unique value.

Our platforms address four large markets where our expertise is critical: Gaming, Data Center, Professional Visualization, and Automotive.

Gaming revenue was up 61% from a year ago reflecting higher sales of GeForce GPUs.

We continue to benefit from strong demand for NVIDIA Ampere architecture products, and believe the increase in Gaming revenue during fiscal year 2022 resulted from a combination of factors, including: the ramp of new RTX 30 Series GPUs; the release of new games supporting ray tracing; the rising popularity of gaming, esports, content creation and streaming; the demand for new and upgraded systems to support the increase in remote work; and the ability of end users to engage in cryptocurrency mining.

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Although nearly all desktop NVIDIA Ampere architecture GeForce GPU shipments are LHR to help direct GeForce GPUs to gamers, our GPUs are capable of cryptocurrency mining.

Gamers and others are therefore able to mine cryptocurrency using our GPUs, although we have limited visibility into how much this impacts our overall GPU demand.

We are unable to estimate with any degree of precision the impact this volatility is likely to have in the future.

Data Center revenue was up 58% from a year ago primarily driven by sales of NVIDIA Ampere architecture GPUs across both training and inference for cloud computing and AI workloads such as natural language processing and deep recommender models.

Professional Visualization revenue was up 100% from a year ago driven by the ramp of NVIDIA Ampere architecture products and strong demand for workstations as enterprises support hybrid work environments, as well as growth in workloads such as 3D design, AI and rendering.

Automotive revenue was up 6% from a year ago due to self-driving and AI cockpit solutions offset by a decline in legacy cockpit revenue.

CMP revenue was $550 million for the fiscal year and was nominal in the prior year.

Revenue for our CMP products declined significantly in the fourth quarter of fiscal year 2022.

Starting with a focus on PC graphics, we extended our focus in recent years to the revolutionary field of AI.

Through fiscal year 2020, our reportable segments were GPU and Tegra Processor.

We changed our reportable segments to "Graphics" and "Compute & Networking" starting with the first quarter of fiscal year 2021.

Our Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; vGPU software for cloud-based visual and virtual computing; and automotive platforms for infotainment systems.

Our Compute & Networking segment includes Data Center platforms and systems for AI, HPC, and accelerated computing; Mellanox networking and interconnect solutions; automotive AI Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; and Jetson for robotics and other embedded platforms.

All prior period comparisons presented reflect our new reportable segments.

Our market platforms – Gaming, Professional Visualization, Data Center, Automotive, OEM and Other – remain unchanged.

Pending Acquisition of Arm Limited

On September 13, 2020, we entered into a Purchase Agreement with Arm and SoftBank for us to acquire, from SoftBank, all allotted and issued ordinary shares of Arm in a transaction valued at $40 billion.

We paid $2 billion in cash at signing, or the Signing Consideration, and will pay upon closing of the acquisition $10 billion in cash and issue to SoftBank 44.3 million shares of our common stock with an aggregate value of $21.5 billion.

The transaction includes a potential earn out, which is contingent on the achievement of certain financial performance targets by Arm during the fiscal year ending March 31, 2022.

If the financial performance targets are achieved, Softbank can elect to receive either up to an additional $5 billion in cash or up to an additional 10.3 million shares of our common stock.

We will issue up to $1.5 billion in restricted stock units to Arm employees after closing.

The $2 billion paid upon signing was allocated between advanced consideration for the acquisition of $1.36 billion and the prepayment of intellectual property licenses from Arm of $0.17 billion and royalties of $0.47 billion, both with a 20-year term.

The closing of the acquisition is subject to customary closing conditions, including receipt of specified governmental and regulatory consents and approvals and expiration of any related mandatory waiting period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and certain other assets and liabilities.

We are engaged with regulators in the United States, the United Kingdom, the European Union, China and other jurisdictions.

If the Purchase Agreement is terminated under certain circumstances, we will be refunded $1.25 billion of the Signing Consideration.

The $2 billion payment upon signing was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement.

We believe the closing of the acquisition will likely occur in the first quarter of calendar year 2022.

Our products are manufactured based on estimates of customers’ future demand and our manufacturing lead times are very long.

We sell many of our products through a channel model, and our channel customers sell to retailers, distributors, and/or end customers.

As a result, the decisions made

by our channel partners, retailers, and distributors in response to changing market conditions and the changing demand for our products could impact our financial results.

For example, our GPUs for gaming are capable of digital currency mining.

Demand and use of GPUs for cryptocurrency has fluctuated in the past and is likely to continue to change quickly.

The worldwide COVID-19 pandemic is prompting governments and businesses to take unprecedented measures including restrictions on travel, temporary business closures, quarantines and shelter-in-place orders.

It has significantly impacted global economic activity and caused volatility and disruption in global financial markets.

In Professional Visualization, mobile workstations continue to benefit from work-from-home trends, and desktop workstation demand has started to recover, although not back to pre-COVID levels.

In Automotive, COVID is no longer having a significant impact on demand.

Throughout our supply chain, stronger demand globally has limited the availability of capacity and components, particularly in Gaming.

| Revenue | | | $ | 16,675 | | | | | $ | 10,918 | | | | | Up 53% | | |

From a market-platform perspective, Gaming revenue was up 41% from a year ago, reflecting higher sales across desktop and laptop GPUs for gaming, and game-console SOCs.

GPUs for gaming benefited from the ramp of our GeForce RTX 30 Series based on the NVIDIA Ampere architecture.

Professional Visualization revenue was down 13% from a year ago due to lower sales of GPUs for desktop workstations as enterprise demand was impacted by COVID.

Data Center revenue was up 124% from a year ago.

Revenue growth was driven by our Mellanox acquisition and the ramp of the NVIDIA Ampere GPU architecture.

In fiscal year 2021, Mellanox revenue contributed 10% of total company revenue.

Automotive revenue was down 23% from a year earlier, reflecting lower revenue from the expected ramp down of legacy infotainment modules and autonomous driving development agreements, partially offset by increases in AI cockpit and autonomous vehicle solutions.

Gross margin for fiscal year 2021 was up 30 basis points from a year ago, primarily driven by product mix with higher Data Center and lower Automotive revenue, partially offset by Mellanox acquisition-related charges.

Operating expenses for fiscal year 2021 were $5.86 billion, up 50% from a year ago.

As of January [removed: 31, 2021,] [added: 30, 2022,] we performed a sensitivity analysis on our investment portfolio.

According to our analysis, parallel shifts in the yield curve of both plus or minus 0.5%, taking into account a [added: zero percent] yield [removed: floor of 0%,] [added: floor,] would result in a decrease in fair value for these investments of [removed: $24] [added: $33] million, or an increase in fair value for these investments of [removed: $8] [added: $22] million, respectively.

The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years [removed: 2021] [added: 2022] and [removed: 2020.][added: 2021.]

If the U.S. dollar strengthened by 10% as of January [removed: 31, 2021] [added: 30, 2022] and January [removed: 26, 2020,] [added: 31, 2021,] the amount recorded in accumulated other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been approximately [removed: $84] [added: $103] million and [removed: $43] [added: $84] million lower as of January [removed: 31, 2021] [added: 30, 2022] and January [removed: 26, 2020,] [added: 31, 2021,] respectively.

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If an adverse 10% foreign exchange rate change was applied to our balance sheet hedging contracts, it would have resulted in an adverse impact on income before taxes of approximately [removed: $44] [added: $41] million and [removed: $29] [added: $44] million as of January [removed: 31, 2021] [added: 30, 2022] and January [removed: 26, 2020,] [added: 31, 2021,] respectively.

At January 30, 2022, we had $11.00 billion of senior Notes outstanding.

In September 2016, we issued $1.00 billion of the Notes Due 2021 and $1.00 billion of the Notes Due 2026.

In March 2020, we issued $1.50 billion of Notes Due 2030, $1.00 billion of Notes Due 2040, $2.00 billion of Notes Due 2050, and $500 million of Notes due 2060.

Its parallel processing capabilities, supported by [removed: up to] thousands of computing cores, are essential to running deep learning algorithms.

This form of AI, in which software writes itself by learning from [added: large amounts of] data, can serve as the brain of computers, robots and self-driving cars that can perceive and understand the world.

NVIDIA has a platform strategy, bringing together [removed: hardware,] [added: hardware and systems,] software, [removed: algorithms,] [added: algorithms and] libraries, [removed: systems,] and services to create unique value for the markets we serve.

While the [added: computing] requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs and software stacks.

We have invested over [removed: $24] [added: $29] billion in research and development since our inception, yielding inventions that are essential to modern computing.

Our invention of the GPU in 1999 defined modern computer graphics and established NVIDIA as the leader in [removed: visual computing.][added: computer graphics.]

With our introduction of the CUDA programming model in 2006, we opened the parallel processing capabilities of [removed: the] [added: our] GPU for general purpose computing.

Today, our GPUs [removed: power] [added: and networking accelerate] many of the fastest supercomputers across the world.

Researchers use our GPUs to accelerate a wide range of important applications, from simulating molecular dynamics to [removed: weather] [added: climate] forecasting.

With support for more than [removed: over 600] [added: 2,500] applications - including the top 15 HPC applications - NVIDIA GPUs enable some of the most promising areas of discovery, from [removed: weather] [added: climate] prediction to materials science and from wind tunnel simulation to genomics.

Including GPUs and networking, NVIDIA powers [removed: nearly] [added: over] 70%, and 8 of the top 10, supercomputers on the global TOP500 list.

The world’s leading cloud service providers and consumer internet companies use our GPUs to enable, accelerate or enrich the services they deliver to billions of end-users, including search, [added: recommendations,] social networking, online shopping, live video, translation, AI assistants, navigation, and cloud computing.

[removed: For example, the] [added: The] transportation industry is turning to our platforms for [removed: AV;] [added: autonomous driving;] the healthcare industry is leveraging them for enhanced medical imaging and accelerated drug discovery; and the financial services industry is using them for fraud detection.

Professional designers use our GPUs [added: and software] to create visual effects in [removed: movies] [added: movies,] and design [added: buildings and] products ranging from [removed: soft drink bottles] [added: cell phones] to commercial aircraft.

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Our 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; [removed: vGPU] [added: virtual GPU, or vGPU,] software for cloud-based visual and virtual computing; [removed: and] automotive platforms for infotainment [removed: systems.][added: systems; and Omniverse software for building 3D designs and virtual worlds.]

Our Compute & Networking segment includes Data Center platforms and systems for AI, HPC, and accelerated computing; Mellanox networking and interconnect solutions; automotive AI Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; [removed: and] [added: cryptocurrency mining processors, or CMP;] Jetson for robotics and other embedded [removed: platforms.][added: platforms; and NVIDIA AI Enterprise and other software.]

These platforms incorporate processors, interconnects, software, algorithms, systems, and services to deliver [removed: value that is] unique [removed: in the marketplace.][added: value.]

Our platforms address four large markets where our expertise is critical: Gaming, [removed: Professional Visualization,] Data Center, [added: Professional Visualization,] and Automotive.

We developed NVIDIA RTX [removed: bringing] [added: to bring] next generation graphics and AI to games.

[removed: The] NVIDIA RTX [removed: line-up] features ray tracing technology for real-time, cinematic-quality rendering.

NVIDIA RTX also features deep learning super sampling, or [added: NVIDIA] DLSS, our AI technology that boosts frame rates while generating beautiful, sharp images for games.

Our products for the gaming market include GeForce RTX and GeForce GTX GPUs for [removed: PC gaming, SHIELD devices for] gaming [added: desktop] and [removed: streaming,] [added: laptop PCs,] GeForce NOW [added: cloud gaming] for [removed: cloud-based gaming,] [added: playing PC games on underpowered devices, SHIELD for high quality streaming on TV,] as well as platforms and development services for specialized console gaming devices.

We serve the Professional Visualization market by working closely with independent software [removed: vendors] [added: vendors, or ISVs,] to optimize their offerings for NVIDIA GPUs.

Our [removed: Professional Visualization platforms are] [added: GPU computing solutions enhance productivity and introduce new capabilities for] critical [removed: enablers] [added: workflows] in many fields, such as design and manufacturing and digital content creation.

Many leading 3D design and content creation applications developed by our ecosystem partners now support RTX, allowing professionals to accelerate and transform their workflows with NVIDIA RTX [removed: GPUs.][added: GPUs and software.]

[removed: Just as] [added: Omniverse,] VR [removed: is becoming more important in gaming, it is also] [added: and AR are] being incorporated in a growing number of enterprise applications.

Virtual car showrooms, surgical training, architectural walkthroughs, and bringing historical scenes to life all deploy [removed: this technology,] [added: these technologies,] powered by our GPUs.

The platform consists of our energy efficient GPUs, [added: data processing units, or DPUs,] interconnects and systems, our CUDA programming model, and a growing body of software libraries, [removed: Software Development Kits,] [added: software development kits,] or SDKs, [added: which are both integrated and sold standalone,] application frameworks and services.

Deep learning is a computer science approach where neural networks are trained to recognize patterns from massive amounts of data in the form of images, sounds and text - in some instances better than [removed: humans.][added: humans - and in turn provide predictions in production use cases.]

Machine learning is a related approach that leverages algorithms as well as data to learn how to make determinations or predictions, [added: and is] often used in data science.

[removed: For both AI and HPC applications, the] NVIDIA accelerated computing platform greatly increases the performance and power efficiency of high-performance computers and data centers.

We are engaged with thousands of organizations working on AI in a multitude of industries, from automating tasks such as [removed: reading medical images,] [added: consumer product and service recommendations,] to [added: chatbots for the automation of or assistance with live customer interactions, to] enabling fraud detection in financial services, to optimizing oil exploration and drilling.

These organizations include the world’s leading consumer internet and cloud services companies, [removed: which are using AI for critical tasks such as natural language processing and recommendation systems;] enterprises [removed: that are increasingly turning to AI to improve products] and [removed: services; and] startups seeking to implement AI in transformative ways across multiple industries.

We partnered with industry leaders such as [added: Amazon, Inc., or Amazon, Alphabet Inc., or Alphabet, International Business Machines Corporation, or] IBM, [added: Microsoft Corporation, or] Microsoft, [added: Oracle Corporation, or] Oracle, [removed: SAP,] [added: SAP SE,] and VMware [added: Inc.] to bring AI to enterprise users.

We also have partnerships in transportation, retail, [removed: healthcare] [added: healthcare,] and manufacturing, among others, to accelerate the adoption of AI.

They are available in industry standard servers from every major computer [removed: maker worldwide,] [added: maker,] including [added: Cisco Systems, Inc., or] Cisco, [removed: Dell,] [added: Dell Technologies Inc., Hewlett Packard Enterprise Company, or] HP, [removed: Inspur,] [added: Hitachi Vantara, Inspur Group,] and [removed: Lenovo;] [added: Lenovo Group Limited;] from every major cloud service provider such as Alicloud, Amazon Web Services, Baidu Cloud, Google Cloud, IBM Cloud, Microsoft Azure, [removed: and] Oracle [added: Cloud, and Tencent] Cloud; as well as in our DGX AI supercomputer, a purpose-built system for deep learning and GPU accelerated applications.

To facilitate customer adoption, we have also built other ready-to-use [removed: systems and] [added: system] reference designs around our GPUs, including [added: HGX for hyperscale and supercomputing data centers, EGX for enterprise and edge computing, and AGX for autonomous machines.]

[removed: With Mellanox, we] [added: We] can optimize across the entire computing, [removed: networking,] [added: networking] and storage stack to deliver data center-scale computing solutions.

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

Termination of the Arm Share Purchase Agreement

On February 8, 2022, NVIDIA and SoftBank Group Corp., or SoftBank, announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm Limited, or Arm, from SoftBank.

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

We intend to record in operating expenses a $1.36 billion charge in the first quarter of fiscal year 2023 reflecting the write-off of the prepayment provided at signing in September 2020.

Gaming is the largest entertainment industry, with PC gaming as the most predominant platform.

For both AI and HPC applications, the

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Beyond GPUs, NVIDIA has expanded its data center processor portfolio to include DPUs, introduced in fiscal year 2021, and CPUs planned to ship in early fiscal year 2024.

NVIDIA Bluefield DPU is supported by foundational data-center-infrastructure-on-a-chip software, or DOCA, that lets developers build software-defined, hardware-accelerated networking, security, storage and management applications for BlueField DPUs.

Partners supporting Bluefield include many of the top security, storage and networking companies.

In addition to software that is delivered to customers as an integral part of our data center computing platform, we offer enterprise software products on a standalone basis as a perpetual license or subscription.

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NVIDIA Omniverse is a virtual world simulation and collaboration platform for 3D workflows that is available as a software subscription for enterprise use and free for individual use.

We recently announced for future release the DRIVE Software platform that includes DRIVE Chauffeur – based on NVIDIA DRIVE AV software to enable autonomous driving, mapping and parking services; and Drive Concierge – based on NVIDIA DRIVE IX software for intelligent in-vehicle experiences and NVIDIA Omniverse Avatar software for real time conversational AI capability.

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position.

Our computer graphics platforms leverage not only our industry-leading GeForce and NVIDIA RTX GPUs, but also optimized software stacks.

Our Studio drivers enhance and accelerate a number of popular creative applications.

Omniverse is real-time 3D design collaboration and virtual world simulation software that empowers artists, designers and creators to connect and collaborate in leading design applications.

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In fiscal year 2022, our demand exceeded our supply in several areas, and our revenue did not follow historical seasonal patterns.

Our fiscal year 2022 supply-constrained environment or historical seasonality trends may not repeat.

We have placed non-cancellable inventory orders for certain products in advance of our historical lead times, paid premiums and provided deposits to secure future supply and capacity and may need to continue to do so in the future.

We often consign key components or materials such as the GPU, SoC, memory, and integrated circuit to the contract manufacturers.

Some of our

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Our acquisitions may be subject to government regulatory reviews, and the cost to comply with such regulations or costs incurred where regulatory challenges prevent the completion of an acquisition could have a material impact on our business.

On February 8, 2022, we announced the termination of the Share Purchase Agreement by which we would have acquired Arm due to significant regulatory challenges preventing the completion of the transaction and expect to incur a $1.36 billion charge in the first quarter of fiscal year 2023.

Compliance with existing or future governmental regulations, including, but not limited to, those pertaining to IP ownership and infringement, taxes, import and export requirements and tariffs, anti-corruption, business acquisitions, foreign exchange controls and cash repatriation restrictions, data privacy requirements, competition and antitrust, advertising, employment, product regulations, cybersecurity, environmental, health and safety requirements, the responsible use of AI, climate change, cryptocurrency, and consumer laws, could increase our costs, impact our competitive position, and otherwise may have a material adverse impact on our business, financial condition and results of operations in subsequent periods.

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Environmental, Social and Corporate Governance

NVIDIA invents computing technologies that improve lives and address global challenges.

We integrate sound environmental, social and corporate governance, or ESG, principles and practices into every aspect of the Company.

The Nominating and Corporate Governance Committee of our Board of Directors is responsible for reviewing and discussing with management our practices concerning ESG.

We undertake an annual analysis to ensure that our ESG priorities remain aligned with stakeholder expectations, market trends, and business risks and opportunities.

These issues are important for our continued business success and reflect the topics of highest concern to NVIDIA and our stakeholders.

The following section provides an overview of some of these principles and practices.

More information can be found on the Corporate Social Responsibility section of our website and in our annual Corporate Social Responsibility Report, or CSR Report.

Information contained on our website or in our annual CSR Report is not incorporated by reference into this or any other report we file with the Securities and Exchange Commission, or the SEC.

Refer to “Item 1A.

NVIDIA GPUs power the top supercomputers in the United States and Europe.

Pending Acquisition of Arm Limited

On September 13, 2020, we entered into a Share Purchase Agreement, or the Purchase Agreement, with Arm Limited, or Arm, and SoftBank Group Capital Limited and SVF Holdco (UK) Limited, or together, SoftBank, for us to acquire, from SoftBank, all allotted and issued ordinary shares of Arm in a transaction valued at $40 billion.

The announced acquisition is expected to bring together NVIDIA's leading AI computing platform with Arm's vast ecosystem to create the premier computing company for the age of artificial intelligence, accelerating innovation while expanding into large, high-growth markets.

We paid $2 billion in cash at signing, or the Signing Consideration, and will pay upon closing of the acquisition $10 billion in cash and issue to SoftBank 44.3 million shares of our common stock with an aggregate value of $21.5 billion.

The transaction includes a potential earn out, which is contingent on the achievement of certain financial performance targets by Arm during the fiscal year ending March 31, 2022.

If the financial targets are achieved, SoftBank can elect to receive either up to an additional $5 billion in cash or up to an additional 10.3 million shares of our common stock.

We will issue up to $1.5 billion in restricted stock units to Arm employees after closing.

The $2 billion paid upon signing was allocated between advanced consideration for the acquisition of $1.36 billion and the prepayment of intellectual property licenses from Arm of $0.17 billion and royalties of $0.47 billion, both with a 20-year term.

The closing of the acquisition is subject to customary closing conditions, including receipt of specified governmental and regulatory consents and approvals and expiration of any related mandatory waiting period, and Arm's implementation of the reorganization and distribution of Arm’s IoT Services Group and certain other assets and liabilities.

We are engaged with regulators in the United States, the United Kingdom, the European Union, China and other jurisdictions.

If the Purchase Agreement is terminated under certain circumstances, we will be refunded $1.25 billion of the Signing Consideration.

The $2 billion payment upon signing was allocated on a fair value basis and any refund of the Signing Consideration will use stated values in the Purchase Agreement.

We believe the closing of the acquisition will likely occur in the first quarter of calendar year 2022.

Computer gaming is the largest entertainment industry.

This includes GeForce Experience, our gaming application that optimizes the PC user’s settings for each application and enables gamers to record and share gameplay.

Our GPU computing solutions enhance productivity and introduce new capabilities for critical parts of the workflow for such major industries as automotive, media and entertainment, architectural engineering, oil and gas, and medical imaging.

Our DesignWorks software delivers this to designers and enables an architect designing a building with a computer-aided design package to interact with the model in real time, view it in greater detail, and generate photorealistic renderings for the client.

It also allows an automotive designer to create a highly realistic 3D image of a car, which can be viewed from all angles, reducing reliance on costly, time-consuming full-scale clay models.

HGX for hyperscale and supercomputing data centers, EGX for enterprise and edge computing, and AGX for autonomous machines.

In fiscal year 2021, we completed the acquisition of Mellanox Technologies, Ltd., or Mellanox, a supplier of high-performance interconnect and networking products that are now part of our Data Center market platform.

Mellanox interconnects are included in our DGX, HGX and EGX platforms and continue to be available on a standalone basis.

For example, we announced a new class of processor – the data processing unit, or DPU – supported by a novel data-center-infrastructure-on-a-chip architecture, or DOCA, that enables breakthrough networking, storage and security performance.

Installed on a physical GPU in a cloud or enterprise data center server, NVIDIA vGPU software creates virtual GPUs that can be shared across multiple virtual machines accessed on any device, anywhere.

With companies supporting more offsite workers than ever before, NVIDIA vGPU software products are enabling remote access to professional graphics and accelerated computing for data scientists, researchers, designers, engineers, and creative professionals across industries such as healthcare, manufacturing, architecture, and media and entertainment.

In fiscal year 2020, we announced our next-generation SoC, Orin.

Our close collaboration with game developers allows us to deliver an optimized gaming experience on our GeForce platform.

Our partner network

We also utilize industry-leading contract manufacturers, or CMs, such as Flex Ltd. and Fabrinet, and ODMs such as Wistron Corporation, to manufacture some of our products for sale directly to end customers.

In those cases, key

elements such as the GPU, SoC, memory, and integrated circuit are often consigned by us to the CMs, who are responsible for the procurement of other components used in the production process.

Nevertheless, compliance with existing or future governmental regulations, including, but not limited to, those pertaining to global trade, business acquisitions, consumer and data protection, employee health and safety, and taxes, could have a material impact on our business in subsequent periods.

The primary ways in which we seek to do this are summarized below, in addition to an overview of employee programs we implemented in response to the COVID-19 pandemic.

Our intern and new college graduate recruiting programs are a sustainable source of talent.

We partner with higher education institutions globally to develop our candidate pipelines, recruit at industry conferences, and encourage our employees to submit referrals, with over 36% of hires coming from internal recommendations.

Collaborations with our community resource groups improve how we reach and attract minority candidates.

We curate learning libraries around our most common development needs, provide the latest technical platforms to support self-paced learning, and regularly listen to learner feedback through internal messaging channels to improve and update those topics.

We encourage internal mobility through career expos and coaching, as well as foster mentorship connections and provide trained coaches as additional developmental support.

Our strong partnerships with internal community resource groups allow us to personalize programs to address specific career development needs.

In fiscal year 2021, we created the role of Head of Diversity, Inclusion, and Belonging, along with hiring a global diversity recruiting leader, and a Head of Strategic Initiatives to build our developer ecosystem and ensure it represents the global population.

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For the fiscal year ended January [removed: 31, 2021][added: 30, 2022]

[removed: ][added: ]

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 24, 2020] [added: 30, 2021] was approximately [removed: $241.21] [added: $467.25] billion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July [removed: 24, 2020).][added: 30, 2021).]

This calculation excludes [removed: 25] [added: 99] million shares held by directors and executive officers of the registrant.

The number of shares of common stock outstanding as of [removed: February 19, 2021] [added: March 11, 2022] was [removed: 620 million.][added: 2.51 billion.]

Portions of the registrant's Proxy Statement for its [removed: 2021] [added: 2022] Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III, Items 10-14 of this Annual Report on Form 10-K.

| [Item [removed: 1.](#iad3cb7415e124471a81b6a191fb95bed_13)] [added: 1.](#i21d0faa96a6c48bfab64453ef3ce3d49_13)] | | | [removed: [Business](#iad3cb7415e124471a81b6a191fb95bed_13)] [added: [Business](#i21d0faa96a6c48bfab64453ef3ce3d49_13)] | | | [removed: [4](#iad3cb7415e124471a81b6a191fb95bed_13)] [added: [4](#i21d0faa96a6c48bfab64453ef3ce3d49_13)] | | |

| [Item [removed: 1A.](#iad3cb7415e124471a81b6a191fb95bed_16)] [added: 1A.](#i21d0faa96a6c48bfab64453ef3ce3d49_16)] | | | [Risk [removed: Factors](#iad3cb7415e124471a81b6a191fb95bed_16)] [added: Factors](#i21d0faa96a6c48bfab64453ef3ce3d49_16)] | | | [removed: [13](#iad3cb7415e124471a81b6a191fb95bed_16)] [added: [14](#i21d0faa96a6c48bfab64453ef3ce3d49_16)] | | |

| [Item [removed: 1B.](#iad3cb7415e124471a81b6a191fb95bed_19)] [added: 1B.](#i21d0faa96a6c48bfab64453ef3ce3d49_19)] | | | [Unresolved Staff [removed: Comments](#iad3cb7415e124471a81b6a191fb95bed_19)] [added: Comments](#i21d0faa96a6c48bfab64453ef3ce3d49_19)] | | | [removed: [26](#iad3cb7415e124471a81b6a191fb95bed_19)] [added: [27](#i21d0faa96a6c48bfab64453ef3ce3d49_19)] | | |

| [Item [removed: 2.](#iad3cb7415e124471a81b6a191fb95bed_22)] [added: 2.](#i21d0faa96a6c48bfab64453ef3ce3d49_22)] | | | [removed: [Properties](#iad3cb7415e124471a81b6a191fb95bed_22)] [added: [Properties](#i21d0faa96a6c48bfab64453ef3ce3d49_22)] | | | [removed: [26](#iad3cb7415e124471a81b6a191fb95bed_22)] [added: [27](#i21d0faa96a6c48bfab64453ef3ce3d49_22)] | | |

| [Item [removed: 3.](#iad3cb7415e124471a81b6a191fb95bed_25)] [added: 3.](#i21d0faa96a6c48bfab64453ef3ce3d49_25)] | | | [Legal [removed: Proceedings](#iad3cb7415e124471a81b6a191fb95bed_25)] [added: Proceedings](#i21d0faa96a6c48bfab64453ef3ce3d49_25)] | | | [removed: [26](#iad3cb7415e124471a81b6a191fb95bed_25)] [added: [27](#i21d0faa96a6c48bfab64453ef3ce3d49_25)] | | |

| [Item [removed: 4.](#iad3cb7415e124471a81b6a191fb95bed_28)] [added: 4.](#i21d0faa96a6c48bfab64453ef3ce3d49_28)] | | | [Mine Safety [removed: Disclosures](#iad3cb7415e124471a81b6a191fb95bed_28)] [added: Disclosures](#i21d0faa96a6c48bfab64453ef3ce3d49_28)] | | | [removed: [26](#iad3cb7415e124471a81b6a191fb95bed_28)] [added: [28](#i21d0faa96a6c48bfab64453ef3ce3d49_28)] | | |

| [Item [removed: 5.](#iad3cb7415e124471a81b6a191fb95bed_34)] [added: 5.](#i21d0faa96a6c48bfab64453ef3ce3d49_34)] | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#iad3cb7415e124471a81b6a191fb95bed_34)] [added: Securities](#i21d0faa96a6c48bfab64453ef3ce3d49_34)] | | | [removed: [27](#iad3cb7415e124471a81b6a191fb95bed_34)] [added: [28](#i21d0faa96a6c48bfab64453ef3ce3d49_34)] | | |

| [Item [removed: 7.](#iad3cb7415e124471a81b6a191fb95bed_40)] [added: 7.](#i21d0faa96a6c48bfab64453ef3ce3d49_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#iad3cb7415e124471a81b6a191fb95bed_40)] [added: Operations](#i21d0faa96a6c48bfab64453ef3ce3d49_40)] | | | [removed: [29](#iad3cb7415e124471a81b6a191fb95bed_40)] [added: [30](#i21d0faa96a6c48bfab64453ef3ce3d49_40)] | | |

| [Item [removed: 7A.](#iad3cb7415e124471a81b6a191fb95bed_52)] [added: 7A.](#i21d0faa96a6c48bfab64453ef3ce3d49_52)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#iad3cb7415e124471a81b6a191fb95bed_52)] [added: Risk](#i21d0faa96a6c48bfab64453ef3ce3d49_52)] | | | [removed: [39](#iad3cb7415e124471a81b6a191fb95bed_52)] [added: [40](#i21d0faa96a6c48bfab64453ef3ce3d49_52)] | | |

| [Item [removed: 8.](#iad3cb7415e124471a81b6a191fb95bed_55)] [added: 8.](#i21d0faa96a6c48bfab64453ef3ce3d49_55)] | | | [Financial Statements and Supplementary [removed: Data](#iad3cb7415e124471a81b6a191fb95bed_55)] [added: Data](#i21d0faa96a6c48bfab64453ef3ce3d49_55)] | | | [removed: [40](#iad3cb7415e124471a81b6a191fb95bed_55)] [added: [41](#i21d0faa96a6c48bfab64453ef3ce3d49_55)] | | |

| [Item [removed: 9.](#iad3cb7415e124471a81b6a191fb95bed_58)] [added: 9.](#i21d0faa96a6c48bfab64453ef3ce3d49_58)] | | | [Changes in and Disagreements With Accountants on Accounting and Financial [removed: Disclosure](#iad3cb7415e124471a81b6a191fb95bed_58)] [added: Disclosure](#i21d0faa96a6c48bfab64453ef3ce3d49_58)] | | | [removed: [40](#iad3cb7415e124471a81b6a191fb95bed_58)] [added: [41](#i21d0faa96a6c48bfab64453ef3ce3d49_58)] | | |

| [Item [removed: 9A.](#iad3cb7415e124471a81b6a191fb95bed_61)] [added: 9A.](#i21d0faa96a6c48bfab64453ef3ce3d49_61)] | | | [Controls and [removed: Procedures](#iad3cb7415e124471a81b6a191fb95bed_61)] [added: Procedures](#i21d0faa96a6c48bfab64453ef3ce3d49_61)] | | | [removed: [40](#iad3cb7415e124471a81b6a191fb95bed_61)] [added: [41](#i21d0faa96a6c48bfab64453ef3ce3d49_61)] | | |

| [Item [removed: 9B.](#iad3cb7415e124471a81b6a191fb95bed_64)] [added: 9B.](#i21d0faa96a6c48bfab64453ef3ce3d49_64)] | | | [Other [removed: Information](#iad3cb7415e124471a81b6a191fb95bed_64)] [added: Information](#i21d0faa96a6c48bfab64453ef3ce3d49_64)] | | | [removed: [41](#iad3cb7415e124471a81b6a191fb95bed_64)] [added: [41](#i21d0faa96a6c48bfab64453ef3ce3d49_64)] | | |

| | | | [PART [removed: III](#iad3cb7415e124471a81b6a191fb95bed_67)] [added: III](#i21d0faa96a6c48bfab64453ef3ce3d49_67)] | | | | | |

| [Item [removed: 10.](#iad3cb7415e124471a81b6a191fb95bed_70)] [added: 10.](#i21d0faa96a6c48bfab64453ef3ce3d49_70)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#iad3cb7415e124471a81b6a191fb95bed_70)] [added: Governance](#i21d0faa96a6c48bfab64453ef3ce3d49_70)] | | | [removed: [41](#iad3cb7415e124471a81b6a191fb95bed_70)] [added: [42](#i21d0faa96a6c48bfab64453ef3ce3d49_70)] | | |

| [Item [removed: 11.](#iad3cb7415e124471a81b6a191fb95bed_73)] [added: 11.](#i21d0faa96a6c48bfab64453ef3ce3d49_73)] | | | [Executive [removed: Compensation](#iad3cb7415e124471a81b6a191fb95bed_73)] [added: Compensation](#i21d0faa96a6c48bfab64453ef3ce3d49_73)] | | | [removed: [41](#iad3cb7415e124471a81b6a191fb95bed_73)] [added: [42](#i21d0faa96a6c48bfab64453ef3ce3d49_73)] | | |

| [Item [removed: 12.](#iad3cb7415e124471a81b6a191fb95bed_76)] [added: 12.](#i21d0faa96a6c48bfab64453ef3ce3d49_76)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#iad3cb7415e124471a81b6a191fb95bed_76)] [added: Matters](#i21d0faa96a6c48bfab64453ef3ce3d49_76)] | | | [removed: [41](#iad3cb7415e124471a81b6a191fb95bed_76)] [added: [42](#i21d0faa96a6c48bfab64453ef3ce3d49_76)] | | |

| [Item [removed: 13.](#iad3cb7415e124471a81b6a191fb95bed_79)] [added: 13.](#i21d0faa96a6c48bfab64453ef3ce3d49_79)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#iad3cb7415e124471a81b6a191fb95bed_79)] [added: Independence](#i21d0faa96a6c48bfab64453ef3ce3d49_79)] | | | [removed: [42](#iad3cb7415e124471a81b6a191fb95bed_79)] [added: [43](#i21d0faa96a6c48bfab64453ef3ce3d49_79)] | | |

| [Item [removed: 14.](#iad3cb7415e124471a81b6a191fb95bed_82)] [added: 14.](#i21d0faa96a6c48bfab64453ef3ce3d49_82)] | | | [Principal [removed: Accounting Fees] [added: Account](#i21d0faa96a6c48bfab64453ef3ce3d49_82)[ant](#i21d0faa96a6c48bfab64453ef3ce3d49_82) [Fees] and [removed: Services](#iad3cb7415e124471a81b6a191fb95bed_82)] [added: Services](#i21d0faa96a6c48bfab64453ef3ce3d49_82)] | | | [removed: [42](#iad3cb7415e124471a81b6a191fb95bed_82)] [added: [43](#i21d0faa96a6c48bfab64453ef3ce3d49_82)] | | |

| [Item [removed: 15.](#iad3cb7415e124471a81b6a191fb95bed_88)] [added: 15.](#i21d0faa96a6c48bfab64453ef3ce3d49_88)] | | | [Exhibits, Financial Statement [removed: Schedules](#iad3cb7415e124471a81b6a191fb95bed_88)] [added: Schedules](#i21d0faa96a6c48bfab64453ef3ce3d49_88)] | | | [removed: [43](#iad3cb7415e124471a81b6a191fb95bed_88)] [added: [44](#i21d0faa96a6c48bfab64453ef3ce3d49_88)] | | |

| [Item [removed: 16.](#iad3cb7415e124471a81b6a191fb95bed_2201)] [added: 16.](#i21d0faa96a6c48bfab64453ef3ce3d49_184)] | | | [Form 10-K [removed: Summary](#iad3cb7415e124471a81b6a191fb95bed_2201)] [added: Summary](#i21d0faa96a6c48bfab64453ef3ce3d49_184)] | | | [removed: [81](#iad3cb7415e124471a81b6a191fb95bed_2201)] [added: [83](#i21d0faa96a6c48bfab64453ef3ce3d49_184)] | | |

NVIDIA [removed: Company] [added: Corporate] Blog (http://blogs.nvidia.com)

*© [removed: 2021] [added: 2022] NVIDIA Corporation.

NVIDIA, the NVIDIA logo, GeForce, Quadro, [removed: Tegra,] [added: BlueField,] CUDA, [removed: CUDA-X AI, GeForce,] [added: CUDA-X,] GeForce Experience, GeForce GTX, GeForce NOW, GeForce RTX, Jetson, Mellanox, [added: DOCA,] NGC, NVIDIA AGX, NVIDIA [removed: DesignWorks, NVIDIA] DGX, NVIDIA DRIVE, NVIDIA DRIVE [removed: Constellation,] [added: Constellation*,] NVIDIA [removed: GRID,] [added: DRIVE Hyperion,] NVIDIA [added: EGX, NVIDIA] HGX, NVIDIA [added: Omniverse, *NVIDIA] RTX, [removed: NVIDIA VRWorks, Quadro,] Quadro RTX, SHIELD, [removed: vGPU] and [removed: Xavier] [added: vGPU] are trademarks and/or registered trademarks of NVIDIA Corporation [added: and / or its affiliates] in the United States and/or other countries.

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

| | | | [PART I](#i21d0faa96a6c48bfab64453ef3ce3d49_10) | | | | | |

| | | | [PART II](#i21d0faa96a6c48bfab64453ef3ce3d49_31) | | | | | |

| [Item 6.](#i21d0faa96a6c48bfab64453ef3ce3d49_37) | | | [(Reserved)](#i21d0faa96a6c48bfab64453ef3ce3d49_37) | | | [29](#i21d0faa96a6c48bfab64453ef3ce3d49_37) | | |

| [Item 9C.](#i21d0faa96a6c48bfab64453ef3ce3d49_1822) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i21d0faa96a6c48bfab64453ef3ce3d49_1822) | | | [42](#i21d0faa96a6c48bfab64453ef3ce3d49_1822) | | |

| | | | [PART IV](#i21d0faa96a6c48bfab64453ef3ce3d49_85) | | | | | |

| [Signatures](#i21d0faa96a6c48bfab64453ef3ce3d49_187) | | | | | | [84](#i21d0faa96a6c48bfab64453ef3ce3d49_187) | | |

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

| | | | [PART I](#iad3cb7415e124471a81b6a191fb95bed_10) | | | | | |

| | | | [PART II](#iad3cb7415e124471a81b6a191fb95bed_31) | | | | | |

| [Item 6.](#iad3cb7415e124471a81b6a191fb95bed_2189) | | | [Selected Financial Data](#iad3cb7415e124471a81b6a191fb95bed_2189) | | | [28](#iad3cb7415e124471a81b6a191fb95bed_2189) | | |

| | | | [PART IV](#iad3cb7415e124471a81b6a191fb95bed_85) | | | | | |

| [Signatures](#iad3cb7415e124471a81b6a191fb95bed_202) | | | | | | [82](#iad3cb7415e124471a81b6a191fb95bed_202) | | |

Our headquarters [removed: complex] is [removed: located] in Santa Clara, California.

In addition, we [removed: also] lease data center space in Santa Clara, California.

We also [added: own and] lease facilities [removed: in various international locations that are used as] [added: for data centers,] research and [removed: development centers] [added: development,] and/or sales and administrative [removed: offices.][added: purposes throughout the U.S. and in various international locations, primarily in Asia, Israel, and Europe.]

We own and lease approximately 1.76 million square feet of office and building space for our corporate headquarters.

We have a new building at our Santa Clara campus which was completed in February 2022.

We believe our existing facilities, both owned and leased, are in good condition and suitable for the conduct of our business.

It includes ten leased commercial buildings totaling 1,019,887 square feet, and real property that we own totaling 720,046 square feet.

Our owned property consists of two commercial buildings and a building under construction.

The construction is targeted for completion in fiscal year 2023.

Outside of Santa Clara, California, we lease facilities in a number of regional facilities in other U.S. locations that are used as research and development centers and/or sales and administrative offices.

Outside of the United States, we own a building in Hyderabad, India, that is being used primarily as a research and development center.

These leased facilities are located primarily in Asia, Europe, and Israel.

In addition, we also lease data center space in various locations around the world.

We believe that we currently have sufficient facilities to conduct our operations for the next twelve months.

[Table of Contents](#iad3cb7415e124471a81b6a191fb95bed_7)

As of [removed: February 19, 2021,] [added: March 11, 2022,] we had approximately [removed: 303] [added: 313] registered shareholders, not including those shares held in street or nominee name.

Since the inception of our share repurchase program, we have repurchased an aggregate of [removed: 260 million] [added: 1.04 billion] shares for a total cost of $7.08 billion through January [removed: 31, 2021.][added: 30, 2022.]

In fiscal year [removed: 2021,] [added: 2022,] we paid [removed: $395] [added: $399] million in quarterly cash dividends.

As of January [removed: 31, 2021,] [added: 30, 2022,] we are authorized, subject to certain specifications, to repurchase shares of our common stock up to $7.24 billion through December 2022.

We did not repurchase any shares during fiscal year [removed: 2021.][added: 2022.]

We [removed: also] withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under our employee equity incentive program.

During fiscal year [removed: 2021,] [added: 2022,] we withheld approximately [removed: 3] [added: 8] million shares [removed: at] [added: for] a total [removed: cost] [added: value] of [removed: $942 million] [added: $1.90 billion] through net share settlements.

[Table of [removed: Contents](#iad3cb7415e124471a81b6a191fb95bed_7)][added: Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)]

The following graph compares the cumulative total shareholder return for our common stock, the S&P 500 Index, and the Nasdaq 100 Index for the five years ended January [removed: 31, 2021.][added: 30, 2022.]

The graph assumes that $100 was invested on January [removed: 31, 2016] [added: 29, 2017] in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index.

[removed: ][added: ]

*$100 invested on [removed: 1/31/16] [added: 1/29/17] in stock and in indices, including reinvestment of dividends.

| | | | [removed: 1/31/2016] [added: 1/29/2017] | | | | | | [removed: 1/29/2017] [added: 1/28/2018] | | | | | | [removed: 1/28/2018] [added: 1/27/2019] | | | | | | [removed: 1/27/2019] [added: 1/26/2020] | | | | | | [removed: 1/26/2020] [added: 1/31/2021] | | | | | | [removed: 1/31/2021] [added: 1/30/2022] | | |

On July 19, 2021, we executed a four-for-one stock split of our common stock, such that each stockholder of record at the close of business on June 21, 2021 received a dividend of three additional shares of common stock for every share held on the record date, or the Stock Split.

All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been retroactively adjusted to reflect the Stock Split.

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

During the fourth quarter of fiscal year 2022, our Board of Directors approved the retirement of all existing 349 million treasury shares.

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

Beginning with the fourth quarter of fiscal year 2022, the tax withholding is recorded as a reduction to additional paid-in capital, with withheld shares assuming the status of authorized and unissued shares.

Recent Sales of Unregistered Securities and Use of Proceeds

During fiscal year 2022, we issued a total of 175,333 shares of our common stock as consideration in connection with acquisitions, all in private transactions exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2), Regulation D, or Regulation S.

*Source: FactSet financial data and analytics.*

| NVIDIA Corporation | | | $ | 100.00 | | | | | $ | 218.55 | | | | | $ | 144.24 | | | | | $ | 226.48 | | | | | $ | 470.59 | | | | | $ | 828.15 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 125.54 | | | | | $ | 122.64 | | | | | $ | 149.23 | | | | | $ | 174.97 | | | | | $ | 215.72 | |

| Nasdaq 100 | | | $ | 100.00 | | | | | $ | 136.00 | | | | | $ | 136.62 | | | | | $ | 179.79 | | | | | $ | 260.70 | | | | | $ | 303.21 | |

All shares delivered from these repurchases have been placed into treasury stock.

The S&P 500 index is proprietary to and is calculated, distributed and marketed by S&P Opco, LLC (a subsidiary of S&P Dow Jones Indices LLC), its affiliates and/or its licensors and has been licensed for use.

S&P® and S&P 500®, among other famous marks, are registered trademarks of Standard & Poor’s Financial Services LLC, and Dow Jones® is a registered trademark of Dow Jones Trademark Holdings LLC.

© 2016 S&P Dow Jones Indices LLC, its affiliates and/or its licensors.

All rights reserved.

| NVIDIA Corporation | | | $ | 100.00 | | | | | $ | 385.24 | | | | | $ | 841.93 | | | | | $ | 555.67 | | | | | $ | 872.49 | | | | | $ | 1,812.91 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 120.04 | | | | | $ | 151.74 | | | | | $ | 148.23 | | | | | $ | 180.37 | | | | | $ | 211.48 | |

| Nasdaq 100 | | | $ | 100.00 | | | | | $ | 121.13 | | | | | $ | 166.38 | | | | | $ | 167.14 | | | | | $ | 219.95 | | | | | $ | 318.93 | |

[Table of [removed: Contents](#iad3cb7415e124471a81b6a191fb95bed_7)][added: Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)]

No longer required as we have adopted certain provisions within the amendments to Regulation S-K that eliminate Item 301.

Based on their evaluation as of January [removed: 31, 2021,] [added: 30, 2022,] our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act) were effective to provide reasonable assurance.

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January [removed: 31, 2021] [added: 30, 2022] based on the criteria set forth in *Internal Control - Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the criteria set forth in *Internal Control — Integrated Framework*, our management concluded that our internal control over financial reporting was effective as of January [removed: 31, 2021.][added: 30, 2022.]

The effectiveness of our internal control over financial reporting as of January [removed: 31, 2021] [added: 30, 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.

[removed: Other than the acquisition of Mellanox that occurred during the second quarter of fiscal year 2021, there were] [added: There have been] no changes in our internal control over financial reporting during [removed: our last fiscal] [added: the] quarter [added: ended January 30, 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial [removed: reporting despite the fact that virtually all of our employees are working remotely due to the COVID-19 pandemic.][added: reporting.]

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

The ERP system is designed to accurately maintain the Company’s financial records used to report operating results.

The upgrade will occur in phases with the consolidated financial reporting and general ledger module to be implemented in fiscal year 2023.

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

We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on their operating effectiveness.

We are in the process of integrating Mellanox into our systems and control environment.

We believe that we have taken the necessary steps to monitor and maintain appropriate internal control over financial reporting during this integration.

[Table of Contents](#iad3cb7415e124471a81b6a191fb95bed_7)

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

PART III

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2021 Proxy Statement, no later than 120 days after the end of fiscal year 2021, and certain information included therein is incorporated herein by reference.

Not Applicable

PART III

Certain information required by Part III is omitted from this report because we will file with the SEC a definitive proxy statement pursuant to Regulation 14A, or the 2022 Proxy Statement, no later than 120 days after the end of fiscal year 2022, and certain information included therein is incorporated herein by reference.

Information regarding directors required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption “Proposal 1 - Election of Directors,” and is hereby incorporated by reference.

Information regarding our Audit Committee required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the captions “Report of the Audit Committee of the Board of Directors” and “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Information regarding procedures for recommending directors required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance,” and is hereby incorporated by reference.

Information regarding compliance with Section 16(a) of the Exchange Act required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption “Delinquent Section 16(a) Reports,” and is hereby incorporated by reference.

Information regarding our Code of Conduct required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance - Code of Conduct,” and is hereby incorporated by reference.

Information regarding our executive compensation required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the captions “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation”, “Director Compensation” and “Compensation Committee Report,” and is hereby incorporated by reference.

[Table of Contents](#iad3cb7415e124471a81b6a191fb95bed_7)

Information regarding ownership of NVIDIA securities required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption “Security Ownership of Certain Beneficial Owners and Management,” and is hereby incorporated by reference.

Information regarding our equity compensation plans required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption "Equity Compensation Plan Information," and is hereby incorporated by reference.

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

Information regarding related transactions and director independence required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the captions “Review of Transactions with Related Persons” and “Information About the Board of Directors and Corporate Governance - Independence of the Members of the Board of Directors,” and is hereby incorporated by reference.

Information regarding accounting fees and services required by this item will be contained in our [removed: 2021] [added: 2022] Proxy Statement under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by reference.

[Table of [removed: Contents](#iad3cb7415e124471a81b6a191fb95bed_7)][added: Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)]

| | | | | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#iad3cb7415e124471a81b6a191fb95bed_91)] [added: Firm](#i21d0faa96a6c48bfab64453ef3ce3d49_91) (PCAOB ID: 238)] | | | [removed: [44](#iad3cb7415e124471a81b6a191fb95bed_91)] [added: [45](#i21d0faa96a6c48bfab64453ef3ce3d49_91)] | | |

| | | | | | | | | | [Consolidated Statements of Income for the years ended [removed: January](#iad3cb7415e124471a81b6a191fb95bed_94) [31](#iad3cb7415e124471a81b6a191fb95bed_94)[, 202](#iad3cb7415e124471a81b6a191fb95bed_94)[1](#iad3cb7415e124471a81b6a191fb95bed_94)[,](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: January 3](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[0](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[, 202](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[2](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[,](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [January [added: 31, 2021,](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [and](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[January] 26, [removed: 2020,](#iad3cb7415e124471a81b6a191fb95bed_94) [and](#iad3cb7415e124471a81b6a191fb95bed_94) [January 27, 2019](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | | [removed: [47](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: [47](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | |

| | | | | | | | | | [Consolidated Statements of Comprehensive Income for the years [removed: ended](#iad3cb7415e124471a81b6a191fb95bed_97)] [added: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_97)] [January [added: 30, 2022, January] 31, 2021, [removed: January 26, 2020,] and January [removed: 27, 2019](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | | [removed: [48](#iad3cb7415e124471a81b6a191fb95bed_97)] [added: [48](#i21d0faa96a6c48bfab64453ef3ce3d49_97)] | | |

| | | | | | | | | | [Consolidated Balance Sheets as [removed: of](#iad3cb7415e124471a81b6a191fb95bed_100)] [added: of](#i21d0faa96a6c48bfab64453ef3ce3d49_100)] [January [removed: 31, 2021](#iad3cb7415e124471a81b6a191fb95bed_94) [and](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 3](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[0](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[, 202](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[2](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [and](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [January [removed: 26, 2020](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 31, 2021](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | | [removed: [49](#iad3cb7415e124471a81b6a191fb95bed_100)] [added: [49](#i21d0faa96a6c48bfab64453ef3ce3d49_100)] | | |

| | | | | | | | | | [Consolidated Statements of Shareholders’ Equity for the years [removed: ended](#iad3cb7415e124471a81b6a191fb95bed_106)] [added: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_106)] [January [added: 30, 2022, January] 31, 2021, [removed: January 26, 2020,] and January [removed: 27, 2019](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | | [removed: [50](#iad3cb7415e124471a81b6a191fb95bed_106)] [added: [50](#i21d0faa96a6c48bfab64453ef3ce3d49_106)] | | |

| | | | | | | | | | [Consolidated Statements of Cash Flows for the years [removed: ended](#iad3cb7415e124471a81b6a191fb95bed_112)] [added: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_112)] [January [added: 30, 2022, January] 31, 2021, [removed: January 26, 2020,] and January [removed: 27, 2019](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | | [removed: [51](#iad3cb7415e124471a81b6a191fb95bed_112)] [added: [51](#i21d0faa96a6c48bfab64453ef3ce3d49_112)] | | |

| | | | | | | | | | [Notes to the Consolidated Financial [removed: Statements](#iad3cb7415e124471a81b6a191fb95bed_115)] [added: Statements](#i21d0faa96a6c48bfab64453ef3ce3d49_115)] | | | [removed: [52](#iad3cb7415e124471a81b6a191fb95bed_115)] [added: [52](#i21d0faa96a6c48bfab64453ef3ce3d49_115)] | | |

| | | | | | | | | | [Schedule II Valuation and Qualifying Accounts for the years [removed: ended](#iad3cb7415e124471a81b6a191fb95bed_196)] [added: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_178)] [January [added: 30, 2022, January] 31, 2021, [removed: January 26, 2020,] and January [removed: 27, 2019](#iad3cb7415e124471a81b6a191fb95bed_94)] [added: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] | | | [removed: [78](#iad3cb7415e124471a81b6a191fb95bed_196)] [added: [80](#i21d0faa96a6c48bfab64453ef3ce3d49_178)] | | |

| | | | | | | | | | [The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report on Form [removed: 10-K.](#iad3cb7415e124471a81b6a191fb95bed_199)] [added: 10-K.](#i21d0faa96a6c48bfab64453ef3ce3d49_181)] | | | [removed: [79](#iad3cb7415e124471a81b6a191fb95bed_199)] [added: [81](#i21d0faa96a6c48bfab64453ef3ce3d49_181)] | | |

[Table of [removed: Contents](#iad3cb7415e124471a81b6a191fb95bed_7)][added: Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)]

We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the [removed: "Company")] [added: “Company”)] as of January [removed: 31, 2021] [added: 30, 2022] and January [removed: 26, 2020,] [added: 31, 2021,] and the related consolidated statements of income, [added: of] comprehensive income, [removed: shareholders’] [added: of shareholders'] equity and [added: of] cash flows for each of the three years in the period ended January [removed: 31, 2021,] [added: 30, 2022,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of January [removed: 31, 2021] [added: 30, 2022] and January [removed: 26, 2020,] [added: 31, 2021,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 31, 2021] [added: 30, 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January [removed: 31, 2021,] [added: 30, 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated Framework [removed: (2013)] [added: (2013)*] issued by the COSO.

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

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As of January [removed: 31, 2021,] [added: 30, 2022,] the Company’s consolidated inventories balance was [removed: $1,826] [added: $2,605] million.

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

These procedures also included, among others, testing management’s process for developing the provisions for excess or obsolete inventories; evaluating the appropriateness of management’s approach; testing the [removed: completeness, accuracy,] [added: completeness] and [removed: relevance] [added: accuracy] of underlying data used in the approach; and evaluating the reasonableness of management’s assumptions related to future demand and market conditions.

| | | | January 31, 2021 | | | | | | January 26, 2020 | | | | | | [removed: January 27, 2019] | | |

| Revenue | | | $ | [removed: 16,675] [added: 26,914] | | | | | $ | [removed: 10,918] [added: 16,675] | | | | | $ | [removed: 11,716] [added: 10,918] | |

| Cost of revenue | | | [removed: 6,279] [added: 9,439] | | | | | | [removed: 4,150] [added: 6,279] | | | | | | [removed: 4,545] [added: 4,150] | | |

| Gross profit | | | [removed: 10,396] [added: 17,475] | | | | | | [removed: 6,768] [added: 10,396] | | | | | | [removed: 7,171] [added: 6,768] | | |

| Research and development | | | [removed: 3,924] [added: 5,268] | | | | | | [removed: 2,829] [added: 3,924] | | | | | | [removed: 2,376] [added: 2,829] | | |

| Sales, general and administrative | | | [removed: 1,940] [added: 2,166] | | | | | | [removed: 1,093] [added: 1,940] | | | | | | [removed: 991] [added: 1,093] | | |

| Total operating expenses | | | [removed: 5,864] [added: 7,434] | | | | | | [removed: 3,922] [added: 5,864] | | | | | | [removed: 3,367] [added: 3,922] | | |

| Income from operations | | | [removed: 4,532] [added: 10,041] | | | | | | [removed: 2,846] [added: 4,532] | | | | | | [removed: 3,804] [added: 2,846] | | |

| Interest income | | | [removed: 57] [added: 29] | | | | | | [removed: 178] [added: 57] | | | | | | [removed: 136] [added: 178] | | |

| Interest expense | | | [removed: (184)] [added: (236)] | | | | | | [removed: (52)] [added: (184)] | | | | | | [removed: (58)] [added: (52)] | | |

| Other, net | | | [removed: 4] [added: 107] | | | | | | [removed: (2)] [added: 4] | | | | | | [removed: 14] [added: (2)] | | |

| Other income (expense), net | | | [removed: (123)] [added: (100)] | | | | | | [removed: 124] [added: (123)] | | | | | | [removed: 92] [added: 124] | | |

| Income before income tax | | | [removed: 4,409] [added: 9,941] | | | | | | [removed: 2,970] [added: 4,409] | | | | | | [removed: 3,896] [added: 2,970] | | |

| Income tax expense [removed: (benefit)] | | | [removed: 77] [added: 189] | | | | | | [removed: 174] [added: 77] | | | | | | [removed: (245)] [added: 174] | | |

| Net income | | | $ | [removed: 4,332] [added: 9,752] | | | | | $ | [removed: 2,796] [added: 4,332] | | | | | $ | [removed: 4,141] [added: 2,796] | |

| Other comprehensive [removed: income,] [added: income (loss),] net of tax | | | | | | | | | | | | | | | | | |

| Net unrealized gain [added: (loss)] | | | [removed: 2] [added: (16)] | | | | | | [removed: 8] [added: 2] | | | | | | [removed: 10] [added: 8] | | |

| Reclassification adjustments for net realized gain (loss) included in net income | | | [removed: (2)] [added: —] | | | | | | [removed: —] [added: (2)] | | | | | | [removed: 1] [added: —] | | |

| Net change in unrealized gain [added: (loss)] | | | [removed: —] [added: (16)] | | | | | | [removed: 8] [added: —] | | | | | | [removed: 11] [added: 8] | | |

| Net unrealized gain [added: (loss)] | | | [removed: 9] [added: (43)] | | | | | | [removed: 10] [added: 9] | | | | | | [removed: 6] [added: 10] | | |

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

March 17, 2022

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

| Basic | | | $ | 3.91 | | | | | $ | 1.76 | | | | | $ | 1.15 | |

| Diluted | | | $ | 3.85 | | | | | $ | 1.73 | | | | | $ | 1.13 | |

| Basic | | | 2,496 | | | | | | 2,467 | | | | | | 2,439 | | |

| Diluted | | | 2,535 | | | | | | 2,510 | | | | | | 2,472 | | |

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

| Net income | | | $ | 9,752 | | | | | $ | 4,332 | | | | | $ | 2,796 | |

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

| | | | January 30, 2022 | | | | | | January 31, 2021 | | |

| Accounts payable | | | $ | 1,783 | | | | | $ | 1,149 | |

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

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

| Retirement of Treasury Stock | | | — | | | | | | — | | | | | | (20) | | | | | | 12,046 | | | | | | — | | | | | | (12,026) | | | | | | — | | |

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

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

| Net income | | | $ | 9,752 | | | | | $ | 4,332 | | | | | $ | 2,796 | |

| (Gains) losses on investments in non-affiliates, net | | | (100) | | | | | | — | | | | | | 1 | | |

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

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

On July 19, 2021, we executed a four-for-one stock split of our common stock.

All share, equity award, and per share amounts and related shareholders' equity balances presented herein have been retroactively adjusted to reflect the Stock Split.

[Table of Contents](#i21d0faa96a6c48bfab64453ef3ce3d49_7)

Software licenses are frequently sold along with the right to receive, on a when-and-if available basis, future unspecified software updates and upgrades.

Cloud Services

Cloud services, which allow customers to use hosted software over the contract period without taking possession of the software, are provided on a subscription basis or a combination of subscription plus usage.

Revenue related to subscription-based cloud services is recognized ratably over the contract period.

*Change in Accounting Principle*

As discussed in Note 3 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in fiscal year 2020.

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

*Acquisition of Mellanox Technologies Ltd.- Valuation of Developed Technology and In-process Research and Development Intangible Assets Acquired*

As described in Note 2 to the consolidated financial statements, in fiscal year 2021 the Company completed the acquisition of Mellanox Technologies Ltd. for consideration of approximately $7.13 billion, of which $1,640 million of developed technology and $630 million of in-process research and development intangible assets were recorded.

The fair values of developed technology and in-process research and development intangible assets were determined using the multi-period excess earnings method.

As disclosed by management, management applied significant judgment in estimating the fair value of the intangible assets acquired, which involved the use of certain estimates and assumptions, including future economic and market conditions, revenue growth, the technology migration curve, and risk-adjusted discount rates.

The principal considerations for our determination that performing procedures relating to the valuation of the developed technology and in-process research and development intangible assets acquired in the acquisition of Mellanox Technologies Ltd. is a critical audit matter are (i) the high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of developed technology and in-process research and development intangible assets acquired due to the significant judgment by management when developing the estimate, (ii) significant audit effort in evaluating management’s assumptions relating to the estimate, such as revenue growth and the technology migration curve, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the intangible assets and controls over development of the assumptions related to the revenue growth and the technology migration curve.

These procedures also included, among others, reading the purchase agreement and testing management’s process for estimating the fair value of the developed technology and in-process research and development intangible assets acquired.

Testing management’s process included evaluating the appropriateness of the valuation method and the reasonableness of management’s assumptions related to the revenue growth and the technology migration curve for the intangible assets acquired, and using professionals with specialized skill and knowledge to assist with the evaluation.

Evaluating the reasonableness of the revenue growth involved considering the past performance of the acquired business as well as economic and industry forecasts.

The technology migration curve was evaluated by considering the revenue attribution between existing technology and in-process research and development based on the assessment of the separation of forecasted future revenue between developed products and new generation products and the technology carryover rate.

As

disclosed by management, the inventory provisions developed include assumptions about future demand and market conditions.

February 26, 2021

| Basic | | | $ | 7.02 | | | | | $ | 4.59 | | | | | $ | 6.81 | |

| Diluted | | | $ | 6.90 | | | | | $ | 4.52 | | | | | $ | 6.63 | |

| Basic | | | 617 | | | | | | 609 | | | | | | 608 | | |

| Diluted | | | 628 | | | | | | 618 | | | | | | 625 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Accounts payable | | | $ | 1,201 | | | | | $ | 687 | |

| Balances, January 28, 2018 | | | 606 | | | | | | $ | 1 | | | | | $ | 5,351 | | | | | $ | (6,650) | | | | | $ | (18) | | | | | $ | 8,787 | | | | | $ | 7,471 | |

| Retained earnings adjustment due to adoption of an accounting standard related to income tax consequences of an intra-entity transfer of an asset | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 8 | | | | | | 8 | | |

| Convertible debt conversion | | | 1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| Share repurchase | | | (9) | | | | | | — | | | | | | — | | | | | | (1,579) | | | | | | — | | | | | | — | | | | | | (1,579) | | |

| Exercise of convertible note hedges | | | (1) | | | | | | — | | | | | | 2 | | | | | | (2) | | | | | | — | | | | | | — | | | | | | — | | |

| Payments related to repurchases of common stock | | | — | | | | | | — | | | | | | (1,579) | | |

| Repayment of Convertible Notes | | | — | | | | | | — | | | | | | (16) | | |

Software licenses are frequently sold along with post-contract customer support, or PCS.

From time to time, we are involved in legal actions and/or investigations by regulatory bodies.

included in accumulated other comprehensive income or loss, a component of shareholders’ equity, net of tax.

Accounts Receivable

We maintain an allowance for doubtful accounts receivable for expected losses resulting from the inability of our customers to make required payments.

We determine this allowance by identifying amounts for specific customer issues as well as amounts based on overall estimated exposure.

Factors impacting the allowance include the level of gross receivables, the financial condition of our customers and the extent to which balances are covered by credit insurance or letters of credit.

when it is reasonably certain that we will exercise that option.

In June 2016, the Financial Accounting Standards Board issued a new accounting standard to replace the existing incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates for accounts receivable and other financial instruments, including available-for-sale debt securities.

We adopted the standard in the first quarter of fiscal year 2021 and the impact of the adoption was not material to our consolidated financial statements.

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on [removed: February 26, 2021.][added: March 17, 2022.]

| /s/ JEN-HSUN HUANG | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ COLETTE M. KRESS | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ DONALD ROBERTSON | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ ROBERT BURGESS | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ TENCH COXE | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ JOHN O. DABIRI | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ PERSIS DRELL | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ DAWN HUDSON | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ HARVEY C. JONES | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ MICHAEL MCCAFFERY | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ STEPHEN C. NEAL | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ MARK L. PERRY | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ A. BROOKE SEAWELL | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ AARTI SHAH | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

| /s/ MARK STEVENS | | | Director | | | [removed: February 26, 2021] [added: March 17, 2022] | | |

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