NVIDIA CORP - Annual Report: 2024 (Form 10-K)

Balances, Jan 31, 2021 $ $ $()$ $ $ Net income— — — — — Other comprehensive loss— — — — ()— ()Issuance of common stock from stock plans — — — — Tax withholding related to vesting of restricted stock units()— ()()— — ()

Cash dividends declared and paid ($ per common share)

— — — — — ()()Fair value of partially vested equity awards assumed in connection with acquisitions— — — — — Stock-based compensation— — — — —

Retirement of Treasury Stock

— — () — () Balances, Jan 30, 2022 () Net income— — — — — Other comprehensive loss— — — — ()— ()Issuance of common stock from stock plans — — — — Tax withholding related to vesting of restricted stock units()— ()— — — ()Shares repurchased()()()— — ()()

Cash dividends declared and paid ($ per common share)

— — — — — ()()Stock-based compensation— — — — — RSUs, PSUs and Market-based PSUsAwards granted Estimated total grant-date fair value$ $ $ Weighted average grant-date fair value per share$ $ $ ESPPShares purchased Weighted average price per share$ $ $ Weighted average grant-date fair value per share$ $ $

As of January 28, 2024, there was $ billion of aggregate unearned stock-based compensation expense. This amount is expected to be recognized over a weighted average period of years for RSUs, PSUs, and market-based PSUs, and years for ESPP.

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Notes to the Consolidated Financial Statements

(Continued)

Risk-free interest rate

%-%

Volatility

%-%

Dividend yield

For ESPP shares, the expected term represents the average term from the first day of the offering period to the purchase date. The risk-free interest rate assumption used to value ESPP shares is based upon observed interest rates on Treasury bills appropriate for the expected term. Our expected stock price volatility assumption for ESPP is estimated using historical volatility. For awards granted, we use the dividend yield at grant date. Our RSU, PSU, and market-based PSU awards are not eligible for cash dividends prior to vesting; therefore, the fair values of RSUs, PSUs, and market-based PSUs are discounted for the dividend yield.

Additionally, for RSU, PSU, and market-based PSU awards, we estimate forfeitures semi-annually and revise the estimates of forfeiture in subsequent periods if actual forfeitures differ from those estimates. Forfeitures are estimated based on historical experience.

Equity Incentive Program

We grant or have granted stock options, RSUs, PSUs, market-based PSUs, and stock purchase rights under the following equity incentive plans. In addition, in connection with our acquisitions of various companies, we have assumed certain stock-based awards granted under their stock incentive plans and converted them into our RSUs.

Amended and Restated 2007 Equity Incentive Plan

In 2007, our shareholders approved the NVIDIA Corporation 2007 Equity Incentive Plan, or as most recently amended and restated, the 2007 Plan.

The 2007 Plan authorizes the issuance of incentive stock options, non-statutory stock options, restricted stock, RSUs, stock appreciation rights, performance stock awards, performance cash awards, and other stock-based awards to employees, directors and consultants. Only our employees may receive incentive stock options. As of January 28, 2024, up to million shares of our common stock could be issued pursuant to stock awards granted under the 2007 Plan. Currently, we grant RSUs, PSUs and market-based PSUs under the 2007 Plan, under which, as of January 28, 2024, there were million shares available for future grants.

Subject to certain exceptions, RSUs granted to employees vest (A) over a period, subject to continued service, with % vesting on a pre-determined date that is close to the anniversary of the date of grant and % vesting quarterly thereafter, (B) over a period, subject to continued service, with % vesting on a pre-determined date that is close to the anniversary of the date of grant and % vesting quarterly thereafter, or (C) over a period, subject to continued service, with % vesting quarterly. PSUs vest over a period, subject to continued service, with % vesting on a pre-determined date that is close to the anniversary of the date of grant and % vesting quarterly thereafter. Market-based PSUs vest % on about the anniversary of the date of grant. However, the number of shares subject to both PSUs and market-based PSUs that are eligible to vest is determined by the Compensation Committee based on achievement of pre-determined criteria.

Amended and Restated 2012 Employee Stock Purchase Plan

In 2012, our shareholders approved the NVIDIA Corporation 2012 Employee Stock Purchase Plan, or as most recently amended and restated, the 2012 Plan.

Employees who participate in the 2012 Plan may have up to % of their earnings withheld to purchase shares of common stock. The Board may decrease this percentage at its discretion. Each offering period is about months, divided into purchase periods of . The price of common stock purchased under our 2012 Plan will be equal to % of the lower of the fair market value of the common stock on the commencement date of each offering period or the fair market value of the common stock on each purchase date within the offering. As of January 28, 2024, we had million shares reserved for future issuance under the 2012 Plan.

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(Continued)

$ Granted $ Vested restricted stock()$ Canceled and forfeited()$ Balances, Jan 28, 2024 $ Vested and expected to vest after Jan 28, 2024 $

As of January 28, 2024 and January 29, 2023, there were million and million shares, respectively, of common stock available for future grants under our equity incentive plans.

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 28, 2024, January 29, 2023, and January 30, 2022, was $ billion, $ billion, and $ billion, respectively.

Note 5 -

$ $ Denominator: Basic weighted average shares Dilutive impact of outstanding equity awards Diluted weighted average shares Net income per share: Basic (1)$ $ $ Diluted (2)$ $ $

Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive

(1) Calculated as net income divided by basic weighted average shares.

(2) Calculated as net income divided by diluted weighted average shares.

Note 6 -

billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ billion and $ million, respectively. As of January 29, 2023, the total carrying amount of goodwill was $ billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $ billion and $ million, respectively. Goodwill increased by $ million in fiscal year 2024 from an immaterial acquisition and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal years 2024, 2023, and 2022, we completed our annual qualitative impairment tests and concluded that goodwill was t impaired.

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(Continued)

Note 7 -

$()$ $ $()$ Patents and licensed technology () () Total intangible assets$ $()$ $ $()$

(1) During the first quarter of fiscal year 2023, we commenced amortization of a $ million in-process research and development intangible asset related to our acquisition of Mellanox.

Amortization expense associated with intangible assets for fiscal years 2024, 2023, and 2022 was $ million, $ million, and $ million, respectively.

2026 2027 2028 2029 2030 and thereafter Total$

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(Continued)

Note 8 -

$ $()$ $ $ Debt securities issued by the U.S. Treasury () Debt securities issued by U.S. government agencies () Money market funds Certificates of deposit Foreign government bonds Total$ $ $()$ $ $

Jan 29, 2023

Amortized
Cost

Unrealized
Gain

Unrealized
Loss

Estimated
Fair Value

Reported as

Cash Equivalents

Marketable Securities

(In millions)

Corporate debt securities

()

Debt securities issued by the U.S. Treasury

()

Debt securities issued by U.S. government agencies

()

Money market funds

Certificates of deposit

Foreign government bonds

Total

()

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(Continued)

$()$ $()$ $()Corporate debt securities () () ()Debt securities issued by U.S. government agencies () ()Total$ $()$ $()$ $()

Jan 29, 2023

Less than 12 Months

12 Months or Greater

Total

Estimated Fair Value

Gross Unrealized Loss

Estimated Fair Value

Gross Unrealized Loss

Estimated Fair Value

Gross Unrealized Loss

(In millions)

Debt securities issued by the U.S. Treasury

()

Corporate debt securities

()

Debt securities issued by U.S. government agencies

()

Total

()

The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. Net realized gains and losses were not significant for all periods presented.

$ $ $ Due in 1 - 5 years Total$ $ $ $

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(Continued)

Note 9 -

$ Corporate debt securitiesLevel 2$ $ Debt securities issued by the U.S. TreasuryLevel 2$ $ Debt securities issued by U.S. government agenciesLevel 2$ $ Certificates of depositLevel 2$ $ Foreign government bondsLevel 2$ $ Other assets (Investment in non-affiliated entities):Publicly-held equity securitiesLevel 1$ $ Other Total other assets$ $

(1)As of January 28, 2024 and January 29, 2023, there was an additional $ billion and $ million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively.

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Notes to the Consolidated Financial Statements

(Continued)

$ Excess inventory purchase obligations (1) Deferred revenue (2) Accrued payroll and related expenses Product warranty and return provisions Taxes payable Operating leases Unsettled share repurchases Licenses and royalties Other Total accrued and other current liabilities$ $

(1)In fiscal years 2024 and 2023, we recorded an expense of approximately $ billion and $ billion, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges and for penalties related to cancellations and underutilization.

(2)Deferred revenue primarily includes customer advances and deferrals related to support for hardware and software, license and development arrangements, and cloud services. $ million and $ million of the balance in fiscal 2024 and 2023 respectively, related to customer advances.

$ Deferred income tax Deferred revenue (2) Licenses payable Other Total other long-term liabilities$ $

(1)Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties.

(2)Deferred revenue primarily includes deferrals related to support for hardware and software.

Deferred Revenue

$ Deferred revenue additions during the period Revenue recognized during the period()()Balance at end of period$ $

Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $ million. Revenue recognized during fiscal year 2023 that was included in deferred revenue as of January 30, 2022 was $ million.

Revenue related to remaining performance obligations represents the contracted license and development arrangements and support for hardware and software. This includes deferred revenue currently recorded and amounts that will be

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Notes to the Consolidated Financial Statements

(Continued)

billion as of January 28, 2024. We expect to recognize approximately % of this revenue over the next and the remainder thereafter. This excludes revenue related to performance obligations for contracts with a length of one year or less.

Note 11 -

$ Non-designated hedges$ $

The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of January 28, 2024 and January 29, 2023.

As of January 28, 2024, all designated foreign currency forward contracts mature within months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.

During fiscal years 2024 and 2023, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.

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(Continued)

Note 12 -

% Notes Due 2023 (1)—%$ $

% Notes Due 2024

% Notes Due 2026

% Notes Due 2028

% Notes Due 2030

% Notes Due 2031

% Notes Due 2040

% Notes Due 2050

% Notes Due 2060

% Unamortized debt discount and issuance costs ()()Net carrying amount Less short-term portion()()Total long-term portion$ $

(1) In fiscal year 2024, we repaid the % Notes Due 2023.

All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.

As of January 28, 2024, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes.

Commercial Paper

We have a $ million commercial paper program to support general corporate purposes. As of January 28, 2024, we had commercial paper outstanding.

Note 13 -

billion. We enter into agreements with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the payment of costs incurred through the date of cancellation. Other non-inventory purchase obligations were $ billion, which includes $ billion of multi-year cloud service agreements, primarily to support our research and development efforts.

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Notes to the Consolidated Financial Statements

(Continued)

2026 2027 2028 2029 and thereafter Total$

Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $ million and $ million as of January 28, 2024 and January 29, 2023, respectively.

$ $ Additions Utilization()()()Balance at end of period$ $ $

In fiscal years 2024 and 2023, the additions in product warranty liabilities primarily related to Compute & Networking segment.

We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications.

Litigation

Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s

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Note 14 -

$ $ State Foreign Total current Deferred income taxes: Federal()()()State() Foreign Total deferred()()()Income tax expense (benefit)$ $()$ $ $ Foreign Income before income tax$ $ $

%$ %$ %Expense (benefit) resulting from:State income taxes, net of federal tax effect % % %Foreign-derived intangible income()()%()()%()()%Stock-based compensation()()%()()%()()%Foreign tax rate differential()()%()()%()()%U.S. federal research and development tax credit()()%()()%()()%Acquisition termination cost % % %IP domestication % %()()%Other()()% %()()%Income tax expense (benefit)$ %$()()%$ %

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Notes to the Consolidated Financial Statements

(Continued)

$ GILTI deferred tax assets Accruals and reserves, not currently deductible for tax purposes Research and other tax credit carryforwards Net operating loss and capital loss carryforwards Operating lease liabilities Stock-based compensation Property, equipment and intangible assets Other deferred tax assets Gross deferred tax assets Less valuation allowance()()Total deferred tax assets Deferred tax liabilities: Unremitted earnings of foreign subsidiaries()()Operating lease assets()()Acquired intangibles()()Gross deferred tax liabilities()()Net deferred tax asset (1)$ $

(1) Net deferred tax asset includes long-term deferred tax assets of $ billion and $ billion and long-term deferred tax liabilities of $ million and $ million for fiscal years 2024 and 2023, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets.

As of January 28, 2024, we intend to indefinitely reinvest approximately $ billion and $ million of cumulative undistributed earnings held by certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.

As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $ billion and $ billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, 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 income tax benefits during the period.

As of January 28, 2024, we had U.S. federal, state and foreign net operating loss carryforwards of $ million, $ million and $ million, respectively. The federal and state carryforwards will begin to expire in fiscal years 2026 and 2025, respectively. The foreign net operating loss carryforwards of $ million may be carried forward indefinitely. As of January 28, 2024, we had federal research tax credit carryforwards of $ million, before the impact of uncertain tax positions, that will begin to expire in fiscal year 2025. We have state research tax credit carryforwards of $ billion, before the impact of uncertain tax positions. $ billion is attributable to the State of California and may be carried over indefinitely and $ million is attributable to various other states and will begin to expire in fiscal year 2025. As of January 28, 2024, we had federal capital loss carryforwards of $ billion that will begin to expire in fiscal year 2025.

Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.

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Notes to the Consolidated Financial Statements

(Continued)

$ $ Increases in tax positions for current year Increases in tax positions for prior years Decreases in tax positions for prior years()()()Settlements()()()Lapse in statute of limitations()()()Balance at end of period$ $ $

Included in the balance of unrecognized tax benefits as of January 28, 2024 are $ billion of tax benefits that would affect our effective tax rate if recognized.

We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or reduction of long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.

We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $ million, $ million, and $ million during fiscal years 2024, 2023 and 2022, respectively. As of January 28, 2024 and January 29, 2023, we have accrued $ million and $ million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.

While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax-related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved. As of January 28, 2024, we have not identified any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.

We are subject to taxation by taxing authorities both in the United States and other countries. As of January 28, 2024, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2020, as well as China, Germany, Hong Kong, India, Israel, Taiwan, and the United Kingdom for fiscal years 2005 through 2023. As of January 28, 2024, the significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023.

Note 15 -

billion, without expiration. During fiscal year 2024, we repurchased million shares of our common stock for $ billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $ billion. From January 29, 2024 through February 16, 2024, we repurchased million shares for $ billion pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we weigh market factors and other investment opportunities.

During fiscal years 2024, 2023, and 2022, we paid $ million, $ million, and $ million in cash dividends to our shareholders, respectively. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.

In fiscal year 2022, we retired our existing million treasury shares. These shares assumed the status of authorized and unissued shares upon retirement. The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings, resulting in a reduction in additional paid-in capital by $ million and retained earnings by $ billion. Any future repurchased shares will assume the status of authorized and unissued shares.

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Notes to the Consolidated Financial Statements

(Continued)

Note 16 -

million, $ million, and $ million, respectively.

Note 17 -

segments.

The “All Other” category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, intellectual property related, or IP-related costs, acquisition termination cost, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment. However, our CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments and the “All Other” category.

$ $ $ Operating income (loss)$ $ $()$

Year Ended Jan 29, 2023:

Revenue$ $ $ $ Operating income (loss)$ $ $()$

Year Ended Jan 30, 2022:

Revenue$ $ $ $ Operating income (loss)$ $ $()$

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Notes to the Consolidated Financial Statements

(Continued)

)$()$()Unallocated cost of revenue and operating expenses()()()Acquisition-related and other costs()()()IP-related and legal settlement costs()()()Restructuring costs and other () Acquisition termination cost () Other () Total$()$()$()

Revenue by geographic areas is designated based upon the billing location of the customer. End customer location may be different than our customer’s billing location. Revenue by geographic areas was as follows

$ $ Taiwan China (including Hong Kong) Other countries Total revenue$ $ $

Revenue from sales to customers outside of the United States accounted for %, %, and % of total revenue for fiscal years 2024, 2023, and 2022, respectively. The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.

Sales to one customer represented % of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. No customer represented 10% or more of total revenue for fiscal years 2023 and 2022.

$ $ Gaming Professional Visualization Automotive OEM and Other Total revenue$ $ $

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Notes to the Consolidated Financial Statements

(Continued)

$ Taiwan Israel 8/20/20213/8/202312/15/201721.1*

Subsidiaries of Registrant

23.1*

Consent of PricewaterhouseCoopers LLP

24.1*

Power of Attorney (included in signature page)

31.1*

Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2*

Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1#*

Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

32.2#*

Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934

97.1+*

Compensation Recovery Policy, as amended and restated November 30, 2023

101.INS*XBRL Instance Document101.SCH*XBRL Taxonomy Extension Schema Document101.CAL*XBRL Taxonomy Extension Calculation Linkbase Document101.DEF*XBRL Taxonomy Extension Definition Linkbase Document101.LAB*XBRL Taxonomy Extension Labels Linkbase Document101.PRE*XBRL Taxonomy Extension Presentation Linkbase Document104Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Filed herewith.

+ Management contract or compensatory plan or arrangement.

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Annual Report on Form 10-K and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051

Item 16. Form 10-K Summary

Not Applicable.

Signatures

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 February 21, 2024.


NVIDIA Corporation
By:			/s/ Jen-Hsun Huang
			Jen-Hsun Huang
			President and Chief Executive Officer

Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


Signature	Title	Date
/s/ JEN-HSUN HUANG	President, Chief Executive Officer and Director (Principal Executive Officer)	February 21, 2024
Jen-Hsun Huang
/s/ COLETTE M. KRESS	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 21, 2024
Colette M. Kress
/s/ DONALD ROBERTSON	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 21, 2024
Donald Robertson
/s/ ROBERT BURGESS	Director	February 21, 2024
Robert Burgess
/s/ TENCH COXE	Director	February 21, 2024
Tench Coxe
/s/ JOHN O. DABIRI	Director	February 21, 2024
John O. Dabiri
/s/ PERSIS DRELL	Director	February 21, 2024
Persis Drell
/s/ DAWN HUDSON	Director	February 21, 2024
Dawn Hudson
/s/ HARVEY C. JONES	Director	February 21, 2024
Harvey C. Jones
/s/ MELISSA B. LORA	Director	February 21, 2024
Melissa B. Lora
/s/ MICHAEL MCCAFFERY	Director	February 21, 2024
Michael McCaffery
/s/ STEPHEN C. NEAL	Director	February 21, 2024
Stephen C. Neal
/s/ MARK L. PERRY	Director	February 21, 2024
Mark L. Perry
/s/ A. BROOKE SEAWELL	Director	February 21, 2024
A. Brooke Seawell
/s/ AARTI SHAH	Director	February 21, 2024
Aarti Shah
/s/ MARK STEVENS	Director	February 21, 2024
Mark Stevens

NVIDIA CORP - Annual Report: 2024 (Form 10-K)

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