A Dark Vector Cognition product

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Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended July 30, 2023

OR

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

Commission file number: 0-23985

nvidialogoa06.jpg

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware94-3177549
(State or other jurisdiction of(I.R.S. Employer
incorporation or organization)Identification No.)
2788 San Tomas Expressway, Santa Clara, California95051
(Address of principal executive offices)(Zip Code)

(408) 486-2000

(Registrant's telephone number, including area code)

N/A

(Former name, former address and former fiscal year if changed since last report)

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

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareNVDAThe Nasdaq Global Select Market

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

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

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

Large accelerated filer☒Accelerated filer☐Non-accelerated filer☐Smaller reporting company☐Emerging growth company☐

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

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

The number of shares of common stock, $0.001 par value, outstanding as of August 18, 2023, was 2.47 billion.

NVIDIA CORPORATION

FORM 10-Q

FOR THE QUARTER ENDED JULY 30, 2023

TABLE OF CONTENTS

Page
PART I : FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited)
a) Condensed Consolidated Statements of Income for the three and six months ended July 30, 2023 and July 31, 20223
b) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 30, 2023 and July 31, 20224
c) Condensed Consolidated Balance Sheets as of July 30, 2023 and January 29, 20235
d) Condensed Consolidated Statements of Shareholders' Equity for the three and six months ended July 30, 2023 and July 31, 20226
e) Condensed Consolidated Statements of Cash Flows for the six months ended July 30, 2023 and July 31, 20228
f) Notes to Condensed Consolidated Financial Statements9
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations25
Item 3.Quantitative and Qualitative Disclosures About Market Risk34
Item 4.Controls and Procedures34
PART II : OTHER INFORMATION
Item 1.Legal Proceedings34
Item 1A.Risk Factors35
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds45
Item 5.Other Information45
Item 6.Exhibits46
Signature47

WHERE YOU CAN FIND MORE INFORMATION

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

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

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

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

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

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

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

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

PART I. FINANCIAL INFORMATION

Next: Item 1. FINANCIAL STATEMENTS (UNAUDITED)