NVIDIA (NVDA) 10-K risk factor changes: FY2023 vs FY2022

[removed: If we fail] [added: - Failure] to meet the evolving needs of our [removed: markets, or to identify new products, services or technologies, our revenue] [added: industry] and [removed: financial results] [added: markets] may [removed: be] adversely [removed: impacted.][added: impact our financial results.]

[removed: These markets] [added: Our accelerated computing platforms] experience rapid changes in technology, customer requirements, [removed: new product introductions and enhancements,] [added: competitive products,] and industry standards.

Our [removed: strategic and business] success depends on our ability to:

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

- meet [added: evolving and prevailing] customer [added: and industry] safety and compliance [removed: standards, which are subject to change;][added: standards;]

- manage [removed: product, software,] [added: product] and [removed: service] [added: software] lifecycles to maintain customer and end user satisfaction;

- [removed: develop] [added: develop, acquire, and maintain the internal and external] infrastructure needed to scale our business, including [removed: related to] our [removed: acquisitions,] [added: acquisitions integrations,] customer support, [removed: e-commerce and] [added: e-commerce,] IP licensing [removed: capabilities;] [added: capabilities] and [added: cloud service capacity; and]

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

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

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

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

We cannot ensure that [removed: our strategic direction will result in] [added: the] products and technologies [removed: that] [added: we bring to market will] provide value to our customers and partners.

[removed: Competition] [added: - Competition] in our current and target markets could [removed: prevent] [added: cause] us [removed: from growing our revenue.][added: to lose market share and revenue.]

Our competitors’ products, services and technologies, [removed: such as the high-end discrete GPUs offered by Intel and AMD,] [added: including those mentioned above in this Annual Report on Form 10-K,] may be cheaper or provide better functionality or features than ours, which [added: has resulted and] may [added: in the future] result in lower than expected selling prices for our products.

These competitors may be able to [added: acquire market share and/or prevent us from doing so,] more effectively identify and capitalize upon opportunities in new markets and end user customer trends, more quickly transition their products, and secure sufficient foundry capacity and packaging materials during a supply-constrained environment, which could harm our business.

[removed: In our networking business, some] [added: Some] of our customers [removed: are also integrated circuit and switch suppliers and] have in-house expertise and internal development capabilities similar to [removed: ours.][added: some of ours and can use or develop their own solutions to replace those we are providing.]

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

We sell [removed: many] [added: most] of our products through channel partners, who sell to [removed: retailers,] distributors, [added: retailers,] and/or end customers.

As a result, the decisions made by our channel partners, [removed: retailers] [added: distributors, retailers,] and [removed: distributors] in response to changing market conditions and [added: changes in end user] demand for our products [added: have impacted and] could [added: in the future continue to] impact our ability to properly forecast [removed: demand.][added: demand, particularly as they are based on estimates provided by various downstream parties.]

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

Volatility in the cryptocurrency market, including new compute technologies, price changes in cryptocurrencies, government cryptocurrency policies and regulations, new cryptocurrency standards, and changes in the method of verifying blockchain transactions, [removed: have] [added: has] impacted and can in the future impact cryptocurrency mining and demand for our [removed: products,] [added: products] and can further impact our ability to estimate demand for our products.

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

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

In addition, our [added: new] products [added: or previously sold products] may be resold [added: online or] on the unauthorized “gray market,” which also makes demand forecasting difficult.

Gray market products [added: and reseller marketplaces] compete with our [added: new products and] distribution channels.

[removed: We may not be able to reduce] [added: If we overestimate] our [removed: inventory purchase commitments] [added: customers’ future demand for our products, or] if customers cancel or defer orders or choose to purchase from our [removed: competitors.][added: competitors, we may not be able to reduce our inventory or other contractual purchase commitments.]

- [removed: higher incidence of inventory obsolescence because of] rapidly changing technology or customer requirements;

- new product introductions [added: and transitions] resulting in less demand for existing [removed: products or inconsistent spikes in demand due to unexpected end use cases;][added: products;]

- [removed: fluctuations in] [added: the] demand for [removed: our products related to] cryptocurrency mining; or

[removed: Conversely, if] [added: If] we underestimate our customers' [added: future] demand for our products, our foundry partners may not have adequate lead-time or capacity to increase production and we may not be able to obtain sufficient inventory to fill orders on a timely basis.

[removed: If] [added: Even if] we are able to increase production levels to meet customer demand, we may not be able to do so in a cost-effective or timely [removed: manner.][added: manner, or our contract manufacturers may experience supply constraints.]

If we fail to fulfill our customers’ orders on a timely basis, or at all, our customer relationships could be damaged, we could lose revenue and market share and our reputation could be [removed: damaged.][added: harmed.]

In periods of shortages impacting the semiconductor industry and/or limited supply or capacity in our supply chain, [removed: as we are in today, we have placed and may continue to place non-cancellable inventory orders in advance of our historical] [added: the] lead [removed: times, and pay premiums and/or provide deposits to secure future supply and capacity.][added: times on our orders may be extended.]

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

While we [added: have in the past entered and] may [added: in the future] enter into long-term supply and capacity commitments, we may not be able to secure sufficient commitments for capacity to address our business [removed: needs.][added: needs or our long-term demand expectations may change.]

We face several risks which [added: have adversely affected or] could adversely affect our ability to meet customer demand and scale our supply chain, negatively impact longer-term demand for our products and services, and adversely affect our business operations, gross margin, revenue and/or financial results, including:

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

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

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

- low manufacturing yields resulting from a failure in our product design or a foundry’s proprietary process [removed: technology.][added: technology; and]

Risk Factors Summary

- Failure to estimate customer demand properly has led and could lead to mismatches between supply and demand.

- Dependency on third-party suppliers and their technology reduces our control over product quantity and quality, manufacturing yields, development, enhancement, and product delivery schedules and could harm our business.

- Defects in our products have caused and could cause us to incur significant expenses to remediate and can damage our business.

- Adverse economic conditions may harm our business.

- International operations are a significant part of our business, and economic, political, business, and other changes in the regions in which we operate may expose us to risks that could harm our business.

- Product, system security, and data breaches and cyber-attacks could disrupt our operations and adversely affect our financial condition, stock price and reputation.

- Business disruptions could harm our operations and financial results.

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

- We may not be able to realize the potential benefits of business investments or acquisitions, nor successfully integrate acquisition targets.

- A significant amount of our revenue stems from a limited number of customers and could be adversely affected if we lose or are prevented from selling to any of these customers.

- We may be unable to attract, retain and motivate our executives and key employees.

- Modification or interruption of our business processes and information systems may disrupt our business, processes and internal controls.

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

- We are subject to complex laws, rules and regulations, and political and other actions, which may adversely impact our business.

- Increased scrutiny from shareholders, regulators, and others regarding our environmental, social and governance responsibilities could result in financial, reputational and operational harm.

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

- Adequately protecting our IP rights could be costly, and our ability to compete could be harmed if we are unsuccessful or if we are prohibited from making or selling our products.

Privacy or security concerns relating to our products and services could damage our reputation, deter customers, or result in legal or regulatory proceedings and liability.

- Our operating results may be adversely impacted by additional tax liabilities, higher than expected tax rates and other tax-related factors.

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

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

- Delaware law, provisions in our governing documents, and our agreement with Microsoft could delay or prevent a change in control.

Risk Factors

Risks Related to Our Industry and Markets

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

- develop new products and technologies through investments in research and development;

- launch new offerings with new business models including standalone software, cloud solutions, and software-, infrastructure-, or platform-as-a-service solutions;

They also do not guarantee revenue.

If we fail any of these key success criteria, our financial results may be harmed.

We will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners.

Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models.

NVIDIA has partnered with leading cloud service providers to host these services in their data centers, and we entered into multi-year cloud service agreements in the second half of fiscal year 2023 to support these offerings and our research and development activities.

NVIDIA AI cloud services may not be successful and will take time, resources and investment.

We also offer or plan to offer standalone software solutions for AI including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE for automotive, and several other software solutions.

These new

business models or strategies may not be successful and we may fail to sell any meaningful standalone software or as-a-service solutions.

We may incur significant costs and may not achieve any significant revenue from these offerings.

Competition in our current and target markets could cause us to lose market share and revenue.

For example, others may offer cloud-based services that compete with our AI cloud service offerings, and we may not be able to establish market share sufficient to achieve scale necessary to meet our business objectives.

Our accelerated computing platforms address four large markets: Gaming, Data Center, Professional Visualization, and Automotive.

- accurately forecast demand in our businesses;

Unanticipated changes in industry standards or disruptive technological innovation could render our products incompatible with products developed by other companies.

If our products are not in compliance with prevailing industry and safety standards, our customers may not incorporate our products into their design strategies.

Furthermore, a design win does not guarantee revenue.

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, our business will be harmed.

Licensing our technology and supporting such customers entails the transfer of IP rights that may enable such customers to develop their own solutions to replace those we are providing.

If we fail to estimate customer demand properly, there may be a mismatch between supply and demand, and our financial results could be harmed.

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

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.

Consumer and enterprise behavior during the COVID-19 pandemic, such as increased demand for our Gaming, Data Center, and workstation products, has made it more difficult for us to estimate future demand.

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.

These conditions could lead to a significant mismatch between supply and demand, giving rise to product shortages or excess inventory.

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 write-down our

inventory to the lower of cost or net realizable value or excess inventory, and we could experience a reduction in average selling prices if we incorrectly forecast product demand.

Situations that may result in excess inventory or related impairments include:

- changes in business and economic conditions resulting in decreased consumer confidence, including downturns in our target markets and/or overall economy and changes in the credit market;

- 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.

We may also face supply constraints caused by natural disasters or other events.

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.

We do not manufacture the semiconductors used for our products and do not own or operate a wafer fabrication facility.

We are subject to risks and uncertainties associated with international operations, including adverse economic conditions, which may harm our business.

The global nature of our business subjects us to a number of risks and uncertainties, which could have a material adverse effect on our business, financial condition and results of operations, including:

- domestic and international economic and political conditions between countries in which we do business;

- differing legal standards with respect to protection of IP and employment practices;

- domestic and international business and cultural practices that differ;

- disruptions to capital markets and/or currency fluctuations; and

- 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.

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

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

[removed: On] [added: In] February [removed: 8,] 2022, NVIDIA and SoftBank announced the termination of the Share Purchase Agreement whereby NVIDIA would have acquired Arm from [removed: SoftBank.][added: SoftBank due to significant regulatory challenges preventing the completion of the transaction.]

We [removed: have placed] [added: place] non-cancellable inventory orders for certain [removed: supply] [added: product components] in advance of our historical lead times, [removed: paid] [added: pay] premiums and [removed: provided] [added: provide] deposits to secure future supply and [removed: capacity and may need to continue to do so in the future.][added: capacity.]

Fiscal Year [removed: 2022] [added: 2023] Summary

| | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | Change | | |

| Revenue | | | $ | [removed: 26,914] [added: 26,974] | | | | | $ | [removed: 16,675] [added: 26,914] | | | | | [removed: Up 61%] [added: —] | | [added: %] |

| Operating expenses | | | $ | [removed: 7,434] [added: 11,132] | | | | | $ | [removed: 5,864] [added: 7,434] | | | | | Up [removed: 27%] [added: 50%] | | |

| Income from operations | | | $ | [removed: 10,041] [added: 4,224] | | | | | $ | [removed: 4,532] [added: 10,041] | | | | | [removed: Up 122%] [added: Down 58%] | | |

| Net income per diluted share | | | $ | [removed: 3.85] [added: 1.74] | | | | | $ | [removed: 1.73] [added: 3.85] | | | | | [removed: Up 123%] [added: Down 55%] | | |

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

Revenue for fiscal year [removed: 2022] [added: 2023 revenue] was [removed: $26.91] [added: $26.97] billion, [removed: up 61% from] [added: flat compared with] a year ago.

Automotive revenue was up [removed: 6%] [added: 60%] from a year ago [removed: due to] [added: reflecting growth in sales of] self-driving [removed: and AI cockpit] [added: solutions, computing] solutions [removed: offset by a decline] [added: for electric vehicle makers and strength] in [removed: legacy] [added: sales of AI] cockpit [removed: revenue.][added: solutions.]

OEM and Other revenue was [removed: up 84%] [added: down 61%] from a year ago [removed: primarily] driven by [removed: CMP sales.][added: notebook OEM and CMP.]

CMP revenue was [removed: $550 million for the] [added: nominal in] fiscal year [added: 2023] and [removed: was nominal] [added: $550 million] in [removed: the prior year.][added: fiscal year 2022.]

Cash, cash equivalents and marketable securities were [removed: $21.21 billion, up from $11.56 billion a year earlier.][added: $13.30 billion.]

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

We charge cost of sales for inventory provisions to write-down our inventory to the lower of cost or net realizable value or for obsolete or excess [removed: inventory.][added: inventory, and for excess product purchase commitments.]

Most of our inventory provisions relate to excess quantities of products or components, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market [removed: conditions.][added: conditions, which requires management judgment.]

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

The overall net effect on our gross margin from inventory provisions and sales of items previously written down was an unfavorable impact of [removed: 0.9%] [added: 7.5%] in fiscal year [removed: 2022] [added: 2023] and [removed: insignificant] [added: 0.9%] in fiscal year [removed: 2021.][added: 2022.]

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 [added: allocated on a relative standalone selling]

[removed: 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.

As of [removed: January 30,] [added: the end of fiscal years 2023 and] 2022, we had a valuation allowance of [added: $1.48 billion and] $907 [removed: million] [added: million, respectively,] related to [removed: state] [added: capital loss carryforwards, state,] and certain other deferred tax assets that management determined [removed: are] not likely to be realized [removed: due] [added: due, in part,] to jurisdictional projections of future taxable income, [removed: tax attributes usage limitation by certain jurisdictions, and potential utilization limitations of tax attributes acquired as a result of stock ownership changes.][added: including capital gains.]

To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as [removed: an] income tax [removed: benefit] [added: benefits] during the period.

Refer to Note [removed: 6] [added: 14] of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

A discussion regarding our financial condition and results of operations for fiscal year [removed: 2022] [added: 2023] compared to fiscal year [removed: 2021] [added: 2022] is presented below.

A discussion regarding our financial condition and results of operations for fiscal year [removed: 2021] [added: 2022] compared to fiscal year [removed: 2020] [added: 2021] can be found under Item 7 in our Annual Report on Form 10-K for the fiscal year ended January [removed: 31, 2021,] [added: 30, 2022,] filed with the SEC on [removed: February 26, 2021,] [added: March 18, 2022,] which is available free of charge on the SEC’s website at http://www.sec.gov and at our investor relations website, http://investor.nvidia.com.

| | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | |

| Cost of revenue | | | [removed: 35.1] [added: 43.1] | | | | | | [removed: 37.7] [added: 35.1] | | |

| Gross profit | | | [removed: 64.9] [added: 56.9] | | | | | | [removed: 62.3] [added: 64.9] | | |

| Operating [removed: expenses:] [added: expenses] | | | | | | | | | | | |

| Research and development | | | [removed: 19.6] [added: 27.2] | | | | | | [removed: 23.5] [added: 19.6] | | |

| Sales, general and administrative | | | [removed: 8.0] [added: 9.1] | | | | | | [removed: 11.6] [added: 8.0] | | |

| Total operating expenses | | | [removed: 27.6] [added: 41.3] | | | | | | [removed: 35.1] [added: 27.6] | | |

| Income from operations | | | [removed: 37.3] [added: 15.6] | | | | | | [removed: 27.2] [added: 37.3] | | |

| Interest income | | | [removed: 0.1] [added: 1.0] | | | | | | [removed: 0.3] [added: 0.1] | | |

| Interest expense | | | [removed: (0.9)] [added: (1.0)] | | | | | | [removed: (1.1)] [added: (0.9)] | | |

| Other, net | | | [removed: 0.4] [added: (0.1)] | | | | | | [removed: 0.1] [added: 0.4] | | |

| Other income (expense), net | | | [removed: (0.4)] [added: (0.1)] | | | | | | [removed: (0.7)] [added: (0.4)] | | |

Supply, Products Transitions, and New Products and Business Models

Our supply, which includes inventory on hand, purchase obligations and prepaid supply agreements, has grown significantly due to current supply chain conditions, complexity of our products, and recent reductions in demand.

At the end of fiscal year 2023, purchase obligations and prepaid supply agreements represented more than half of our total supply.

Inventory provisions for excess inventory and purchase obligations totaled $2.17 billion in fiscal year 2023.

We may incur inventory provisions if our inventory or supply commitments are misaligned with demand for our products.

Product transitions are complex as we often ship both new and legacy architecture products simultaneously and we and our channel partners prepare to ship and support new products.

We are currently transitioning the architecture of our Data Center, Professional Visualization, and Gaming products.

Qualification time for new products, customers anticipating product transitions and channel partners reducing channel inventory of legacy architectures ahead of new product introductions can create reductions or volatility in our revenue.

While we have managed prior product transitions and have previously sold multiple product architectures at the same time, these transitions are difficult and prior trends may not continue.

We build technology and products for use cases and applications that may be new or may not yet exist.

Examples include our Omniverse platform and third-party large language models and generative models.

Our demand estimates for these use cases and applications can be incorrect and create volatility in our revenue or supply levels, and we may not be able to generate any revenue from these use cases and applications.

NVIDIA AI Cloud Service Offerings

We will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners.

Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models.

NVIDIA has partnered with leading cloud service providers to host these services in their data centers.

We entered into multi-year cloud service agreements in the second half of fiscal year 2023 to these offerings and our research and development activities.

NVIDIA AI cloud services may not be successful and will take time, resources and investment.

We also offer or plan to offer standalone software solutions for AI including NVIDIA AI Enterprise, NVIDIA Omniverse, NVIDIA DRIVE for automotive, and several other software solutions.

These new business models or strategies may not be successful and we may fail to sell any meaningful standalone software or as-a-service solutions.

We may incur significant costs and may not achieve any significant revenue from these offerings.

Global Trade

During the third quarter of fiscal year 2023, the USG announced new license requirements that, with certain exceptions, impact exports to China (including Hong Kong and Macau) and Russia of our A100 and H100 integrated circuits, DGX or any other systems or boards which incorporate A100 or H100 integrated circuits and our A100X.

We are required to transition certain operations out of China (including Hong Kong), including research and development and supply and distribution operations.

We have engaged with customers in China to provide alternative products not subject to the new license requirements, such as our new A800 offering.

Management of these new license and other requirements is complicated and time consuming.

Our results and competitive position may be harmed if customers in China do not want to purchase our alternative product offerings, if customers purchase product from competitors, or if customers develop their own internal solution, if the USG does not grant licenses in a timely manner or denies licenses to significant customers, or if we incur significant transition costs.

During fiscal year 2023, we reopened our offices worldwide.

We incurred incremental expenses and related in-office costs as we ramped onsite services.

Restrictions may be imposed or reinstated as the pandemic resurfaces, such as lockdown measures due to COVID-19 containment efforts in China.

During fiscal year 2023, end customer sales for our products in China have been negatively impacted by lockdowns and this impact may continue if lockdowns return.

COVID-19-related disruptions have created and may continue to create supply chain and logistics constraints.

Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis.

Russia

In fiscal year 2023, we stopped direct sales to Russia and later in the year, we closed business operations in Russia.

Direct sales to Russia in fiscal year 2022 were immaterial.

Our revenue to partners that sell into Russia may have been negatively impacted due to the war in Ukraine.

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

| Gross margin | | | 56.9 | | % | | | | 64.9 | | % | | | | Down 8.0 pts | | |

| Net income | | | $ | 4,368 | | | | | $ | 9,752 | | | | | Down 55% | | |

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.

Demand

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

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.

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

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.

Additionally, consumer and enterprise behavior during the COVID-19 pandemic has made it more difficult for us to estimate future demand and may have changed pre-pandemic behaviors, and these challenges may be more pronounced or volatile in the future on both a global and regional basis.

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

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.

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.

To

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

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.

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.

Most of our employees continue to work remotely and we have paused most business travel.

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

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.

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

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

| Gross margin | | | 64.9 | | % | | | | 62.3 | | % | | | | Up 260 bps | | |

| Net income | | | $ | 9,752 | | | | | $ | 4,332 | | | | | Up 125% | | |

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.

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.

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

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

As of [removed: January 30, 2022,] [added: the end of fiscal year 2023,] we performed a sensitivity analysis on our investment portfolio.

According to our analysis, parallel shifts in the yield curve of both plus or minus [removed: 0.5%, taking into account a zero percent yield floor,] [added: 0.5%] would result in [removed: a decrease in fair value for these investments of $33 million, or an increase] [added: changes] in fair [removed: value] [added: values] for these investments of [removed: $22 million, respectively.][added: $17 million.]

[removed: At January 30, 2022,] [added: As of the end of fiscal year 2023,] we had $11.00 billion of senior Notes outstanding.

[removed: Refer to Note 12 of] the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.

Gains or losses from foreign currency remeasurement are included in other income or [removed: expense and to date have not been significant.][added: expense.]

The impact of foreign currency transaction gain or loss included in determining net income was not significant for fiscal years [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

If the U.S. dollar strengthened by 10% as of January [removed: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] the amount recorded in accumulated other comprehensive income (loss) related to our foreign exchange contracts before tax effect would have been approximately [removed: $103] [added: $112] million and [removed: $84] [added: $103] million [removed: lower as of January 30, 2022 and January 31, 2021,] [added: lower,] respectively.

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: $41] [added: $36] million and [removed: $44] [added: $41] million as of January [removed: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] respectively.

Refer to Note 12 of

We consider our direct exposure to foreign exchange rate fluctuations to be minimal as our sales are in United States dollars and foreign currency forward contracts are used to offset movements of foreign currency exchange rate movements.

The primary currency we hedge is Israeli Shekel.

We consider our direct exposure to foreign exchange rate fluctuations to be minimal.

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

GPU-powered deep learning is being adopted by thousands of enterprises to deliver services and products that would have been [removed: impossible] [added: immensely difficult] with traditional coding.

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

The programmable nature of our architecture allows us to support several multi-billion-dollar end markets with the same underlying technology by using a variety of software stacks developed either internally or by [removed: third party] [added: third-party] developers and partners.

We have invested over [removed: $29] [added: $37] billion in research and development since our inception, yielding inventions that are essential to modern computing.

While traditional CPU-based approaches no longer deliver advances on the pace described by Moore’s Law, [removed: we deliver GPU] [added: NVIDIA accelerated computing delivers] performance improvements on a pace ahead of Moore’s Law, giving the industry a path forward.

GPUs also help underpin the world’s fastest growing spectator sport, eSports, which attracts hundreds of millions of viewers to watch top-quality [added: live video] gaming.

In addition to serving the growing number of gamers, the market for gaming GPUs is expanding [removed: as a result] [added: because] of the burgeoning population of live streamers, broadcasters, artists and creators.

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

With support for more than [removed: 2,500] [added: 2,800] applications - including [added: 23 of] the top [removed: 15] [added: 25] HPC applications - NVIDIA GPUs enable some of the most promising areas of discovery, from climate prediction to materials science and from wind tunnel simulation to genomics.

Including GPUs and networking, NVIDIA powers over [removed: 70%, and 8] [added: 70%] of the [removed: top 10,] supercomputers on the global TOP500 [added: list, including 23 of the top 30 systems on the Green500] list.

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

A rapidly growing number of enterprises and startups across a broad range of industries use our GPUs and [removed: AI] software to bring automation to the products and services they build.

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

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

[removed: On] [added: In] February [removed: 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.

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

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

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

Gaming is the largest entertainment industry, with PC gaming as the [removed: most] predominant platform.

Many factors propel computer gaming’s growth, including new high production value games and franchises, the continued rise of competitive gaming or eSports, social connectivity and the [removed: demand for more content from] [added: increasing popularity of] game streamers, [removed: modders] [added: modders, or gamers who create game modifications,] and creators.

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

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

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

HPC, [removed: also referred to as] [added: which includes] scientific computing, uses numerical computational approaches to solve large and complex problems.

[added: For both AI and HPC applications, the] NVIDIA accelerated computing platform greatly increases [removed: the] [added: computer and data center] performance and power efficiency [removed: of high-performance computers and data centers.][added: relative to conventional CPU-only approaches.]

They are available in industry standard servers from every major computer [removed: maker, including Cisco Systems, Inc., or Cisco, Dell Technologies Inc., Hewlett Packard Enterprise Company, or HP, Hitachi Vantara, Inspur Group, and Lenovo Group Limited; from every major cloud service provider such as Alicloud, Amazon Web Services, Baidu Cloud, Google Cloud, IBM Cloud, Microsoft Azure, Oracle Cloud,] [added: maker] and [removed: Tencent Cloud;] [added: CSP,] 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 system reference designs around our GPUs, including HGX for hyperscale and supercomputing data centers, EGX for enterprise and edge computing, [added: IGX for high-precision edge AI,] and AGX for autonomous machines.

Beyond GPUs, NVIDIA has expanded its data center processor portfolio to include DPUs, [removed: introduced] [added: currently shipping] in [removed: fiscal year 2021,] [added: the market,] and CPUs [added: with samples] planned to ship in [removed: early] [added: the first half of] fiscal year 2024.

[added: The] 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.

In addition to software that is delivered to customers as an integral part of our data center computing platform, we offer [removed: enterprise software products on a standalone basis as] [added: paid licenses to NVIDIA AI Enterprise,] a [removed: perpetual license or subscription.][added: comprehensive suite of enterprise-grade AI software; and NVIDIA vGPU software for graphics-rich virtual desktops and workstations.]

Our GPU computing [removed: solutions enhance] [added: platform enhances] productivity and [removed: introduce] [added: introduces] new capabilities for critical workflows in many fields, such as design and manufacturing and digital content creation.

NVIDIA Omniverse is a virtual world simulation and collaboration platform for 3D [removed: workflows that is] [added: workflows, such as building and operating metaverse and 3D internet applications,] available as a software subscription for enterprise use and free for individual use.

Omniverse, [removed: VR] [added: virtual reality, or VR,] and [removed: AR] [added: augmented reality, or AR,] are being incorporated in a growing number of enterprise applications.

NVIDIA’s Automotive market is comprised of [removed: cockpit AV platforms,] [added: AV,] AI [removed: cockpit] [added: cockpit, electric vehicle computing platforms,] and infotainment [removed: solutions, and associated development agreements.][added: platform solutions.]

Leveraging our technology leadership in AI and building on our long-standing automotive relationships, we are delivering a complete end-to-end solution for the AV market under the DRIVE [added: Hyperion] brand.

Our unified AI computing architecture starts with training deep neural networks using our GPUs, and then running a full perception, [added: fusion,] planning and control stack within the vehicle on the NVIDIA DRIVE Hyperion platform.

The DRIVE Hyperion platform consists of the high-performance, energy efficient DRIVE AGX computing hardware, a reference sensor set that supports full self-driving capability as well as an open, modular DRIVE Software [removed: platform.]

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

In addition, we offer a scalable data center-based simulation solution, NVIDIA DRIVE [removed: Constellation running DRIVE Sim] [added: Sim, based on NVIDIA Omniverse] software, for [added: digital cockpit development, as well as for] testing and validating a self-driving [removed: platform before commercial deployment.][added: platform.]

Some of the most recent applications of GPU-powered deep learning include recommendation systems, which are AI algorithms trained to understand the preferences, previous decisions, and characteristics of people and products using data gathered about their interactions, large language models, which can recognize, summarize, translate, predict and generate text and other content based on knowledge gained from massive datasets, and generative AI, which uses algorithms that create new content, including audio, code, images, text, simulations, and videos, based on the data they have been trained on.

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

as data to learn how to make determinations or predictions.

We partner with industry leaders to help transform their applications or their computing platforms.

In fiscal year 2023, we introduced the Hopper architecture of data center GPUs, and started shipping the first Hopper-based GPU – the flagship H100.

Hopper includes a Transformer Engine, designed to accelerate the training of AI transformer models by an order of magnitude over the prior generation.

H100 is ideal for accelerating applications such as large language models, deep recommender systems, genomics and complex digital twins.

NVIDIA will offer enterprise customers NVIDIA AI cloud services directly and through our network of partners.

Examples of these services include NVIDIA DGX Cloud, which is cloud-based infrastructure and software for training AI models, and customizable pretrained AI models.

NVIDIA has partnered with leading cloud service providers to host these services in their data centers.

Our networking solutions include InfiniBand and Ethernet network adapters and switches, related software, and cables.

This has enabled us to architect end-to-end data center-scale computing platforms that can interconnect thousands of compute nodes with high-performance networking.

While historically the server was the unit of computing, as AI and HPC workloads have become extremely large spanning thousands of compute nodes, the data center has become the new unit of computing, with networking as an integral part.

The Grace CPU is designed for AI infrastructure and high-performance computing, providing the highest performance and twice the memory bandwidth and energy-efficiency compared to today’s leading server chips.

In fiscal year 2023, we introduced the GeForce RTX 40 Series of gaming GPUs, based on the Ada Lovelace architecture.

The 40 Series features our third generation RTX technology, third generation NVIDIA DLSS, and fourth generation Tensor Cores to deliver up to 4X the performance of the previous generation.

Digital images used in product design need to mirror reality.

platform.

OEMs, tier-1 suppliers, and start-ups.

production of our products.

We have expanded our supplier relationships to build redundancy and resilience in our operations.

- suppliers of Arm-based CPUs and companies that incorporate CPUs as part of their internal solutions or platforms;

During the third quarter of fiscal year 2023, the U.S. government announced new license requirements that impact certain exports to China (including Hong Kong and Macau) and Russia of some of our data center products.

The impact of the new license requirements is difficult to quantify, and it may be challenging for us to manage our operations and forecast our operating results due to these requirements.

Risk Factors- Risks Related to Regulatory, Legal, Our Stock and Other Matters” for a discussion of this potential impact.

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

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.

We assess our programs annually in consideration of stakeholder expectations, market trends, and business risks and opportunities.

Refer to “Item 1A.

Fiscal year 2023 metrics are expected to be published in the first half of fiscal year 2024.

We plan to build Earth-2, a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms.

Earth-2 will enable scientists, companies, and policy makers to do ultra-high-resolution predictions of the impact of climate change and explore mitigation and adaptation strategies.

As the demand for global technical talent continues to be competitive, we have grown our technical workforce and have been successful in attracting top talent to NVIDIA.

The COVID-19 pandemic created expanded hiring opportunities in new geographies and provided increased

flexibility for employees to work from locations of their choice.

Our workforce is about 80% technical and about 50% hold advanced degrees.

Earlier in fiscal year 2023, we slowed our hiring to focus on our current employees and manage costs.

We maintain a connection for global talent from universities through on-campus collaborations with professors and student organizations, as well as engagement with technical organizations and participation at industry conferences.

We want NVIDIA to be a place where people can build their careers over their lifetime.

Our employees tend to come and stay.

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.

For both AI and HPC applications, the

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

Our enterprise software offerings include NVIDIA AI Enterprise, a comprehensive suite of enterprise-grade AI software; NVIDIA Fleet Command software-as-a-service for securely deploying and managing AI applications across distributed edge infrastructure; NVIDIA Base Command software-as-a-service for managing large-scale, multi-user and multi-team AI development workflows; and NVIDIA vGPU software products that enable powerful GPU performance for workloads ranging from graphics-rich virtual desktops and workstations to data science and AI.

Designers who build the products we use every day need the images that they view digitally to mirror reality.

NVIDIA DRIVE can perceive and understand in real-time what is happening around the vehicle, precisely locate itself on an HD map, and plan a safe path forward.

This advanced self-driving car platform combines deep learning, sensor fusion, and surround vision to change the driving experience.

Our DRIVE platform scales from a palm-sized, energy-efficient module for automated highway-driving capabilities to a configuration with multiple systems aimed at enabling driverless cars.

Our newest system-on-a-chip, or SoC, Orin, which started shipping in fiscal year 2022, enables vehicles to use deep neural networks to process data from multiple cameras and sensors.

It powers the DRIVE AutoPilot, NVIDIA’s automated driving solution, combining the DRIVE AV self-driving solution with the DRIVE IX cockpit software, including a visualization system for allowing the driver to see what the car sees and plans to do.

With our acquisition of Mellanox, we strengthened our end-to-end expertise in data center architectures, positioning us for a future when the data center is the new unit of computing.

position.

However, there can be no assurance that these trends will continue.

Some of our

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

GPU servers are approximately 40x more energy efficient than traditional CPU servers for AI workloads.

We plan to build Earth-2, an AI supercomputer dedicated to predicting the impacts of climate change.

The system will build a digital twin of the Earth on our Omniverse platform, enable scientists to do ultra-high-resolution climate modeling, and put mitigation and adaptation tools into the hands of cities and nations so they can act with more urgency.

As of January 30, 2022, we had 22,473 employees in 32 countries.

The demand for talent in new markets such as AI and deep learning, is increasingly competitive.

We attract global talent from universities, collaborations with college programs, professional organization affiliations, industry conferences, community resource group participation, direct sourcing and outreach.

We curate learning paths focused on our most common

Other efforts we have been or are undertaking include:

- Expanded recruiting teams and deepened our college pipeline to engage more diverse students and partnering with minority-serving institutions and professional organizations;

- Supported underrepresented employees through our 11 internal community resource groups;

We support our people and their families in making their health and safety a top priority.

For essential labs and offices that remain open, we maintained appropriate safety protocols and social distancing guidelines.

We have also made some of our offices accessible based on a clearly defined set of metrics while adhering to government guidelines.

- Providing work from home support, including reimbursement for home office equipment and certain work from home expenses;

- Enhanced health coverage, including-COVID-19 testing, vaccine costs and support, expanded mental health resources and virtual care offerings, and care for those with COVID-19;

For the fiscal year ended January [removed: 30, 2022][added: 29, 2023]

[removed: ][added: ]

Yes [removed: ☒ No] ☐ [added: No ☒]

See [added: the] definitions of “large accelerated [removed: filer”,] [added: filer,"] “accelerated [removed: filer”,] [added: filer,"] “smaller reporting [removed: company”,] [added: company,"] and "emerging growth company" in Rule 12b-2 of the Exchange Act.

The aggregate market value of the voting stock held by non-affiliates of the registrant as of July [removed: 30, 2021] [added: 29, 2022] was approximately [removed: $467.25] [added: $434.37] billion (based on the closing sales price of the registrant's common stock as reported by the Nasdaq Global Select Market on July [removed: 30, 2021).][added: 29, 2022).]

This calculation excludes [removed: 99] [added: 98] million shares held by directors and executive officers of the registrant.

The number of shares of common stock outstanding as of [removed: March 11, 2022] [added: February 17, 2023] was [removed: 2.51] [added: 2.47] billion.

Portions of the registrant's Proxy Statement for its [removed: 2022] [added: 2023] 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.

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| [Item [removed: 7.](#i21d0faa96a6c48bfab64453ef3ce3d49_40)] [added: 7.](#i8ce5c25b938445b1bec835777d6cece9_40)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i21d0faa96a6c48bfab64453ef3ce3d49_40)] [added: Operations](#i8ce5c25b938445b1bec835777d6cece9_40)] | | | [removed: [30](#i21d0faa96a6c48bfab64453ef3ce3d49_40)] [added: [36](#i8ce5c25b938445b1bec835777d6cece9_40)] | | |

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| | | | [PART [removed: III](#i21d0faa96a6c48bfab64453ef3ce3d49_67)] [added: III](#i8ce5c25b938445b1bec835777d6cece9_70)] | | | | | |

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[removed: Forward-looking] [added: *This Annual Report on Form 10-K contains forward-looking] statements [added: which] are based on our management's beliefs and assumptions and on information currently available to our management.

These statements are based upon information available to us as of the filing date of this Annual Report on Form [removed: 10-K ,] [added: 10-K,] and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

*© [removed: 2022] [added: 2023] NVIDIA Corporation.

All rights [removed: reserved.][added: reserved.*]

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

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

| | | | [PART I](#i8ce5c25b938445b1bec835777d6cece9_10) | | | | | |

| | | | [PART II](#i8ce5c25b938445b1bec835777d6cece9_31) | | | | | |

| [Item 6.](#i8ce5c25b938445b1bec835777d6cece9_37) | | | [\[R](#i8ce5c25b938445b1bec835777d6cece9_37)[eserve](#i8ce5c25b938445b1bec835777d6cece9_37)[d](#i8ce5c25b938445b1bec835777d6cece9_37)[\]](#i8ce5c25b938445b1bec835777d6cece9_37) | | | [35](#i8ce5c25b938445b1bec835777d6cece9_37) | | |

| | | | [PART IV](#i8ce5c25b938445b1bec835777d6cece9_88) | | | | | |

| [Signatures](#i8ce5c25b938445b1bec835777d6cece9_184) | | | | | | [91](#i8ce5c25b938445b1bec835777d6cece9_184) | | |

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

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

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

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

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

*This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections.

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

Other company and product names may be trademarks of the respective companies with which they are associated.

Features, pricing, availability, and specifications are subject to change without notice.*

We own and lease approximately [removed: 1.76] [added: 3] million square feet of office and building space for our corporate headquarters.

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

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

As of [removed: March 11, 2022,] [added: February 17, 2023,] we had approximately [removed: 313] [added: 344] 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: 1.04] [added: 1.10] billion shares for a total cost of [removed: $7.08] [added: $17.12] billion through January [removed: 30, 2022.][added: 29, 2023.]

The repurchases can be made in the open market, in privately negotiated transactions, [added: pursuant to a Rule 10b5-1 trading plan] or in structured share repurchase programs, and can be made in one or more larger repurchases, in compliance with Rule 10b-18 of the [removed: Securities] Exchange [removed: Act of 1934, as amended,] [added: Act,] subject to market conditions, applicable legal requirements, and other factors.

As of January [removed: 30, 2022,] [added: 29, 2023,] we are authorized, subject to certain specifications, to repurchase shares of our common stock up to [removed: $7.24] [added: $7.23] billion through December [removed: 2022.][added: 2023.]

In fiscal year [removed: 2022,] [added: 2023,] we paid [removed: $399] [added: $398] million in quarterly cash dividends.

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

During fiscal year [removed: 2022,] [added: 2023,] we withheld approximately 8 million shares for a total value of [removed: $1.90] [added: $1.48] billion [removed: through net share settlements.]

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: 30, 2022.][added: 29, 2023.]

The graph assumes that $100 was invested on January [removed: 29, 2017] [added: 28, 2018] in our common stock and in each of the S&P 500 Index and the Nasdaq 100 Index.

[removed: ][added: ]

*$100 invested on [removed: 1/29/17] [added: 1/28/18] in stock and in indices, including reinvestment of dividends.

| | | | [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] | | | | | | [removed: 1/30/2022] [added: 1/29/2023] | | |

On May 23, 2022, our Board of Directors increased and extended our share repurchase program to repurchase additional common stock up to a total of $15 billion through December 2023.

During fiscal year 2023, we repurchased 63 million shares for $10.04 billion.

The following table presents details of our share repurchase transactions during the fourth quarter of fiscal year 2023:

| | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Period | | | | | | Total Number of Shares Purchased (In millions) | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Program (In millions) | | | | | | Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program (In billions) | | |

| October 31, 2022 - November 27, 2022 | | | | | | 7 | | | | | | $ | 148.11 | | | | | 7 | | | | | | $ | 7.23 | |

| November 28, 2022 - December 25, 2022 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 7.23 | |

| December 26, 2022 - January 29, 2023 | | | | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 7.23 | |

| Total | | | | | | 7 | | | | | | | | | | | | 7 | | | | | | | | |

through net share settlements.

| NVIDIA Corporation | | | $ | 100.00 | | | | | $ | 66.00 | | | | | $ | 103.63 | | | | | $ | 215.33 | | | | | $ | 378.94 | | | | | $ | 338.18 | |

| S&P 500 | | | $ | 100.00 | | | | | $ | 94.60 | | | | | $ | 119.36 | | | | | $ | 137.01 | | | | | $ | 165.79 | | | | | $ | 154.80 | |

| Nasdaq 100 | | | $ | 100.00 | | | | | $ | 97.69 | | | | | $ | 133.01 | | | | | $ | 189.72 | | | | | $ | 213.63 | | | | | $ | 181.38 | |

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.

Beginning August 2004, our Board of Directors authorized us to repurchase our stock.

We did not repurchase any shares during fiscal year 2022.

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.

| 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 | |

Based on their evaluation as of January [removed: 30, 2022,] [added: 29, 2023,] 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 [removed: Securities] Exchange [removed: 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: 30, 2022] [added: 29, 2023] 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: 30, 2022.][added: 29, 2023.]

The effectiveness of our internal control over financial reporting as of January [removed: 30, 2022] [added: 29, 2023] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included herein.

There have been no changes in our internal control over financial reporting during the quarter ended January [removed: 30, 2022] [added: 29, 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The ERP system is designed to accurately maintain [removed: the Company’s] [added: our] financial records used to report operating results.

We will [added: continue to] evaluate each quarter whether there are changes that [added: materially] affect our internal control over financial reporting.

The upgrade will occur in phases.

During the second quarter of fiscal year 2023, we completed the consolidated financial reporting phase of the implementation, which included updating our internal control over financial reporting.

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

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 [removed: 2022] [added: 2023] Proxy Statement, no later than 120 days after the end of fiscal year [removed: 2022,] [added: 2023,] and certain information included therein is incorporated herein by reference.

Not Applicable.

Not Applicable

Information regarding directors required by this item will be contained in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the caption “Information About the Board of Directors and Corporate Governance - Code of Conduct,” and is hereby incorporated by reference.

If we make any amendments to either code, or grant any waiver from a provision of either code to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or in a report on Form 8-K.

Information regarding our executive compensation required by this item will be contained in our [removed: 2022] [added: 2023] 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.

Information regarding ownership of NVIDIA securities required by this item will be contained in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the caption "Equity Compensation Plan Information," and is hereby incorporated by reference.

Information regarding related transactions and director independence required by this item will be contained in our [removed: 2022] [added: 2023] 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: 2022] [added: 2023] Proxy Statement under the caption “Fees Billed by the Independent Registered Public Accounting Firm,” and is hereby incorporated by reference.

| | | | | | | | | | [Report of Independent Registered Public Accounting [removed: Firm](#i21d0faa96a6c48bfab64453ef3ce3d49_91)] [added: Firm](#i8ce5c25b938445b1bec835777d6cece9_94)] (PCAOB ID: [removed: 238)] [added: 238)] | | | [removed: [45](#i21d0faa96a6c48bfab64453ef3ce3d49_91)] [added: [52](#i8ce5c25b938445b1bec835777d6cece9_94)] | | |

| | | | | | | | | | [Consolidated Statements of Income for the years ended [removed: January 3](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[0](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[, 202](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[2](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[,](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: January](#i8ce5c25b938445b1bec835777d6cece9_97) [29](#i8ce5c25b938445b1bec835777d6cece9_97)[, 202](#i8ce5c25b938445b1bec835777d6cece9_97)[3](#i8ce5c25b938445b1bec835777d6cece9_97)[,](#i8ce5c25b938445b1bec835777d6cece9_97)] [January [added: 30, 2022](#i8ce5c25b938445b1bec835777d6cece9_97)[, and](#i8ce5c25b938445b1bec835777d6cece9_97) [January] 31, [removed: 2021,](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [and](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[January 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: 2021](#i8ce5c25b938445b1bec835777d6cece9_97)] | | | [removed: [47](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: [54](#i8ce5c25b938445b1bec835777d6cece9_97)] | | |

| | | | | | | | | | [Consolidated Statements of Comprehensive Income for the years [removed: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_97)] [added: ended](#i8ce5c25b938445b1bec835777d6cece9_100)] [January [added: 29, 2023, January] 30, 2022, [removed: January 31, 2021,] and January [removed: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: 31, 2021](#i8ce5c25b938445b1bec835777d6cece9_97)] | | | [removed: [48](#i21d0faa96a6c48bfab64453ef3ce3d49_97)] [added: [55](#i8ce5c25b938445b1bec835777d6cece9_100)] | | |

| | | | | | | | | | [Consolidated Statements of Shareholders’ Equity for the years [removed: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_106)] [added: ended](#i8ce5c25b938445b1bec835777d6cece9_109)] [January [added: 29, 2023, January] 30, 2022, [removed: January 31, 2021,] and January [removed: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: 31, 2021](#i8ce5c25b938445b1bec835777d6cece9_97)] | | | [removed: [50](#i21d0faa96a6c48bfab64453ef3ce3d49_106)] [added: [57](#i8ce5c25b938445b1bec835777d6cece9_109)] | | |

| | | | | | | | | | [Consolidated Statements of Cash Flows for the years [removed: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_112)] [added: ended](#i8ce5c25b938445b1bec835777d6cece9_115)] [January [added: 29, 2023, January] 30, 2022, [removed: January 31, 2021,] and January [removed: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: 31, 2021](#i8ce5c25b938445b1bec835777d6cece9_97)] | | | [removed: [51](#i21d0faa96a6c48bfab64453ef3ce3d49_112)] [added: [58](#i8ce5c25b938445b1bec835777d6cece9_115)] | | |

| | | | | | | | | | [Notes to the Consolidated Financial [removed: Statements](#i21d0faa96a6c48bfab64453ef3ce3d49_115)] [added: Statements](#i8ce5c25b938445b1bec835777d6cece9_118)] | | | [removed: [52](#i21d0faa96a6c48bfab64453ef3ce3d49_115)] [added: [59](#i8ce5c25b938445b1bec835777d6cece9_118)] | | |

| | | | | | | | | | [Schedule II Valuation and Qualifying Accounts for the years [removed: ended](#i21d0faa96a6c48bfab64453ef3ce3d49_178)] [added: ended](#i8ce5c25b938445b1bec835777d6cece9_175)] [January [added: 29, 2023, January] 30, 2022, [removed: January 31, 2021,] and January [removed: 26, 2020](#i21d0faa96a6c48bfab64453ef3ce3d49_94)] [added: 31, 2021](#i8ce5c25b938445b1bec835777d6cece9_97)] | | | [removed: [80](#i21d0faa96a6c48bfab64453ef3ce3d49_178)] [added: [87](#i8ce5c25b938445b1bec835777d6cece9_175)] | | |

| | | | | | | | | | [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.](#i21d0faa96a6c48bfab64453ef3ce3d49_181)] [added: 10-K.](#i8ce5c25b938445b1bec835777d6cece9_178)] | | | [removed: [81](#i21d0faa96a6c48bfab64453ef3ce3d49_181)] [added: [88](#i8ce5c25b938445b1bec835777d6cece9_178)] | | |

[removed: *Opinions] [added: Opinions] on the Financial Statements and Internal Control over Financial [removed: Reporting*][added: Reporting]

We have audited the accompanying consolidated balance sheets of NVIDIA Corporation and its subsidiaries (the “Company”) as of January [removed: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] and the related consolidated statements of income, [removed: of] comprehensive income, [removed: of] shareholders' equity and [removed: of] cash flows for each of the three years in the period ended January [removed: 30, 2022,] [added: 29, 2023,] 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: 30, 2022,] [added: 29, 2023,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framewor*k (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: 30, 2022] [added: 29, 2023] and January [removed: 31, 2021,] [added: 30, 2022,] and the results of its operations and its cash flows for each of the three years in the period ended January [removed: 30, 2022] [added: 29, 2023] 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: 30, 2022,] [added: 29, 2023,] based on criteria established in *Internal Control - Integrated [removed: Framework (2013)*] [added: Framework* (2013)] issued by the COSO.

[removed: *Basis] [added: Basis] for [removed: Opinions*][added: Opinions]

[removed: *Definition] [added: Definition] and Limitations of Internal Control over Financial [removed: Reporting*][added: Reporting]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and [removed: 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.]

[removed: *Critical] [added: Critical] Audit [removed: Matters*][added: Matters]

*Valuation of Inventories - Provisions for Excess or Obsolete [removed: Inventories*][added: Inventories and Excess Product Purchase Commitments*]

As described in [removed: Note 1] [added: Notes 1, 10 and 13] to the consolidated financial statements, the Company charges cost of sales for inventory provisions to write-down inventory [removed: to the lower of cost or net realizable value or] for [removed: obsolete] [added: excess] or [added: obsolete inventory and for] excess [removed: inventory.][added: product purchase commitments.]

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

These procedures included testing the effectiveness of controls relating to management’s provisions for excess or obsolete [removed: inventories,] [added: inventories and excess product purchase commitments,] including controls over management’s assumptions related to future demand and market conditions.

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

Evaluating management’s assumptions related to future demand and market conditions involved evaluating whether the assumptions used by management were reasonable considering (i) current and past results, including historical product life cycle, (ii) the consistency with external market and industry data, [added: and] (iii) changes in [removed: technology, and (iv) comparing prior period estimates to actual results of the same period.][added: technology.]

| | | | Year Ended | | | | | | | | | [removed: | | | | | |]

| | | | January [removed: 30, 2022] [added: 29, 2023] | | | | | | January [removed: 31, 2021] [added: 30, 2022] | | | | | | January [removed: 26, 2020] [added: 31, 2021] | | |

| Revenue | | | $ | [removed: 26,914] [added: 26,974] | | | | | $ | [removed: 16,675] [added: 26,914] | | | | | $ | [removed: 10,918] [added: 16,675] | |

| Cost of revenue | | | [removed: 9,439] [added: 11,618] | | | | | | [removed: 6,279] [added: 9,439] | | | | | | [removed: 4,150] [added: 6,279] | | |

| Gross profit | | | [removed: 17,475] [added: 15,356] | | | | | | [removed: 10,396] [added: 17,475] | | | | | | [removed: 6,768] [added: 10,396] | | |

| Research and development | | | [removed: 5,268] [added: 7,339] | | | | | | [removed: 3,924] [added: 5,268] | | | | | | [removed: 2,829] [added: 3,924] | | |

| Sales, general and administrative | | | [removed: 2,166] [added: 2,440] | | | | | | [removed: 1,940] [added: 2,166] | | | | | | [removed: 1,093] [added: 1,940] | | |

| Total operating expenses | | | [removed: 7,434] [added: 11,132] | | | | | | [removed: 5,864] [added: 7,434] | | | | | | [removed: 3,922] [added: 5,864] | | |

| Income from operations | | | [removed: 10,041] [added: 4,224] | | | | | | [removed: 4,532] [added: 10,041] | | | | | | [removed: 2,846] [added: 4,532] | | |

| Interest income | | | [removed: 29] [added: 267] | | | | | | [removed: 57] [added: 29] | | | | | | [removed: 178] [added: 57] | | |

| Interest expense | | | [removed: (236)] [added: (262)] | | | | | | [removed: (184)] [added: (236)] | | | | | | [removed: (52)] [added: (184)] | | |

| Other, net | | | [removed: 107] [added: (48)] | | | | | | [removed: 4] [added: 107] | | | | | | [removed: (2)] [added: 4] | | |

| Other income (expense), net | | | [removed: (100)] [added: (43)] | | | | | | [removed: (123)] [added: (100)] | | | | | | [removed: 124] [added: (123)] | | |

| Income before income tax | | | [removed: 9,941] [added: 4,181] | | | | | | [removed: 4,409] [added: 9,941] | | | | | | [removed: 2,970] [added: 4,409] | | |

| Income tax expense [added: (benefit)] | | | [removed: 189] [added: (187)] | | | | | | [removed: 77] [added: 189] | | | | | | [removed: 174] [added: 77] | | |

| Net income | | | $ | [removed: 9,752] [added: 4,368] | | | | | $ | [removed: 4,332] [added: 9,752] | | | | | $ | [removed: 2,796] [added: 4,332] | |

| Basic | | | $ | [removed: 3.91] [added: 1.76] | | | | | $ | [removed: 1.76] [added: 3.91] | | | | | $ | [removed: 1.15] [added: 1.76] | |

| | | | | | | | | | [Consolidated Balance Sheets as of](#i8ce5c25b938445b1bec835777d6cece9_103) [January 29, 2023](#i8ce5c25b938445b1bec835777d6cece9_97) [an](#i8ce5c25b938445b1bec835777d6cece9_97)[d](#i8ce5c25b938445b1bec835777d6cece9_97) [January 30, 2022](#i8ce5c25b938445b1bec835777d6cece9_97) | | | [56](#i8ce5c25b938445b1bec835777d6cece9_103) | | |

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.

As of January 29, 2023, the Company’s consolidated inventories balance was $5,159 million and the Company’s consolidated outstanding inventory purchase and long-term supply obligations balance was $4,920 million, of which a significant portion relates to inventory purchase obligations.

February 24, 2023

| Acquisition termination cost | | | 1,353 | | | | | | — | | | | | | — | | |

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| Shares repurchased | | | (63) | | | | | | (1) | | | | | | (4) | | | | | | — | | | | | | — | | | | | | (10,034) | | | | | | (10,039) | | |

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

| Acquisition termination cost | | | 1,353 | | | | | | — | | | | | | — | | |

| Payments related to repurchases of common stock | | | (10,039) | | | | | | — | | | | | | — | | |

Prior period intangible asset gross carrying amount and accumulated amortization in Note 7 have been adjusted to write off immaterial fully amortized intangible assets as of January 30, 2022.

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

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

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

Based on the carrying amounts of a majority of our server, storage, network, and assembly and test equipment, net in use as of the end of fiscal year 2023, it is estimated this change will increase our fiscal year 2024 operating income by $133 million as a result of the reduction in depreciation expense.

Certain products are

The compensation expense for RSUs and market-based PSUs is recognized using a straight-line

This allowance consists of an amount

The parties agreed to terminate due to significant

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

integration.

In fiscal year 2023, we commenced amortization of the IPR&D intangible asset.

| 2024 | | | $ | 220 | |

| 2025 | | | 198 | | |

| 2027 | | | 166 | | |

| 2028 | | | 144 | | |

| 2029 and thereafter | | | 323 | | |

| Total | | | 1,231 | | |

| Granted | | | 25 | | | | | | $ | 183.72 | |

| Balances, January 29, 2023 | | | 45 | | | | | | $ | 158.45 | |

| Acquisition-related intangible assets (1) | | | $ | 3,093 | | | | | $ | (1,614) | | | | | $ | 1,479 | | | | | $ | 3,061 | | | | | $ | (947) | | | | | $ | 2,114 | |

| Patents and licensed technology | | | 446 | | | | | | (249) | | | | | | 197 | | | | | | 446 | | | | | | (221) | | | | | | 225 | | |

| | | | | | | | | | [Consolidated Balance Sheets as of](#i21d0faa96a6c48bfab64453ef3ce3d49_100) [January 3](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[0](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[, 202](#i21d0faa96a6c48bfab64453ef3ce3d49_94)[2](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [and](#i21d0faa96a6c48bfab64453ef3ce3d49_94) [January 31, 2021](#i21d0faa96a6c48bfab64453ef3ce3d49_94) | | | [49](#i21d0faa96a6c48bfab64453ef3ce3d49_100) | | |

As of January 30, 2022, the Company’s consolidated inventories balance was $2,605 million.

March 17, 2022

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| Treasury stock, at cost (None as of January 30, 2022 and 1,380 shares as of January 31, 2021) | | | — | | | | | | (10,756) | | |

| Balances, January 27, 2019 | | | 2,423 | | | | | | $ | 3 | | | | | $ | 6,049 | | | | | $ | (9,263) | | | | | $ | (12) | | | | | $ | 12,565 | | | | | $ | 9,342 | |

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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.

settlement payments or judgements.

tax.

to determine the present value of these cash flows and asset lives.

Adoption of New and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In October 2021, the Financial Accounting Standards Board issued a new accounting standard to require that an acquirer recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification 606, Revenue from Contracts with Customers.

We early adopted this accounting standard in the third quarter of fiscal year 2022 and the impact was immaterial.

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.

Mellanox is a supplier of high-performance interconnect products for computing, storage and communications applications.

We acquired Mellanox to optimize data center workloads to scale across the entire computing, networking, and storage stack.

Instead, the project is tested for impairment annually and whenever events or changes in circumstances indicate that the project may be impaired or may have reached technological feasibility.

Once and if the project reaches technological feasibility, we will begin to amortize the intangible asset over its estimated useful life.

| | | | | | |

| 2023 | | | $ | 176 | |

| 2024 | | | 162 | | |

| 2025 | | | 136 | | |

| 2026 | | | 124 | | |

| 2027 | | | 114 | | |

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: March 17, 2022.][added: February 24, 2023.]

| /s/ JEN-HSUN HUANG | | | President, Chief Executive Officer and Director (Principal Executive Officer) | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ COLETTE M. KRESS | | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ DONALD ROBERTSON | | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ ROBERT BURGESS | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ TENCH COXE | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ JOHN O. DABIRI | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ PERSIS DRELL | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ DAWN HUDSON | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ HARVEY C. JONES | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ MICHAEL MCCAFFERY | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ STEPHEN C. NEAL | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ MARK L. PERRY | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ A. BROOKE SEAWELL | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ AARTI SHAH | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |

| /s/ MARK STEVENS | | | Director | | | [removed: March 17, 2022] [added: February 24, 2023] | | |