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1、UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-QQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended April 30,2023ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934Commi

2、ssion file number:0-23985NVIDIA CORPORATION(Exact name of registrant as specified in its charter)Delaware94-3177549(State or Other Jurisdiction of(I.R.S.EmployerIncorporation or Organization)Identification No.)2788 San Tomas ExpresswaySanta Clara,California 95051(408)486-2000(Address,including zip c

3、ode,and telephone number,including area code,of principal executive offices)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 registeredCommon

4、 Stock,$0.001 par value per shareNVDAThe Nasdaq Global Select MarketIndicate 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 duringthe preceding 12 months(or for such shorter period that the registrant was

5、 required to file such reports),and(2)has been subject to such filing requirements forthe 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 ofRegulation S-T(232.405 of this chapter)

6、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 anemerging growth company.See

7、 definitions of“large accelerated filer”,“accelerated filer”,“smaller reporting company”,and emerging growth company in Rule12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by

8、 check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised 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 t

9、he Exchange Act).Yes No The number of shares of common stock,$0.001 par value,outstanding as of May 19,2023,was 2.47 billion.NVIDIA CORPORATIONFORM 10-QFOR THE QUARTER ENDED April 30,2023TABLE OF CONTENTS Page PART I:FINANCIAL INFORMATION Item 1.Financial Statements(Unaudited)a)Condensed Consolidate

10、d Statements of Income for the three months ended April 30,2023 and May 1,20223b)Condensed Consolidated Statements of Comprehensive Income for the three months ended April 30,2023 andMay 1,20224 c)Condensed Consolidated Balance Sheets as of April 30,2023 and January 29,20235d)Condensed Consolidated

11、Statements of Shareholders Equity for the three months ended April 30,2023 and May1,20226 e)Condensed Consolidated Statements of Cash Flows for the three months ended April 30,2023 and May 1,20227 f)Notes to Condensed Consolidated Financial Statements8Item 2.Managements Discussion and Analysis of Fi

12、nancial Condition and Results of Operations23Item 3.Quantitative and Qualitative Disclosures About Market Risk31Item 4.Controls and Procedures31 PART II:OTHER INFORMATION Item 1.Legal Proceedings32Item 1A.Risk Factors32Item 2.Unregistered Sales of Equity Securities and Use of Proceeds43Item 6.Exhibi

13、ts44Signature 45WHERE YOU CAN FIND MORE INFORMATIONInvestors and others should note that we announce material financial information to our investors using our investor relations website,pressreleases,SEC filings and public conference calls and webcasts.We also use the following social media channels

14、 as a means of disclosinginformation about the company,our products,our planned financial and other announcements and attendance at upcoming investor and industryconferences,and other matters,and for complying with our disclosure obligations under Regulation FD:NVIDIA Company Blog(http:/)NVIDIA Link

15、edIn Page(http:/ Facebook Page(https:/ Instagram Page(https:/ Twitter Account(https:/ addition,investors and others can view NVIDIA videos on YouTube(https:/www.YouT information we post through these social media channels may be deemed material.Accordingly,investors should monitor these accountsand

16、the blog,in addition to following our press releases,SEC filings and public conference calls and webcasts.This list may be updated fromtime to time.The information we post through these channels is not a part of this Quarterly Report on Form 10-Q.These channels may beupdated from time to time on NVI

17、DIAs investor relations website.2PART I.FINANCIAL INFORMATIONITEM 1.FINANCIAL STATEMENTS(UNAUDITED)NVIDIA CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF INCOME(In millions,except per share data)(Unaudited)Three Months Ended April 30,May 1,20232022Revenue$7,192$8,288 Cost of revenue

18、2,544 2,857 Gross profit4,648 5,431 Operating expenses Research and development1,875 1,618 Sales,general and administrative633 592 Acquisition termination cost 1,353 Total operating expenses2,508 3,563 Income from operations2,140 1,868 Interest income150 18 Interest expense(66)(68)Other,net(15)(13)O

19、ther income(expense),net69(63)Income before income tax2,209 1,805 Income tax expense166 187 Net income$2,043$1,618 Net income per share:Basic$0.83$0.65 Diluted$0.82$0.64 Weighted average shares used in per share computation:Basic2,470 2,506 Diluted2,490 2,537 See accompanying Notes to Condensed Cons

20、olidated Financial Statements.3NVIDIA CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME(In millions)(Unaudited)Three Months Ended April 30,May 1,20232022 Net income$2,043$1,618 Other comprehensive loss,net of taxAvailable-for-sale securities:Net change in unrealiz

21、ed gain(loss)17(22)Cash flow hedges:Net unrealized loss(13)(29)Reclassification adjustments for net realized loss included in net income(11)(2)Net change in unrealized loss(24)(31)Other comprehensive loss,net of tax(7)(53)Total comprehensive income$2,036$1,565 See accompanying Notes to Condensed Con

22、solidated Financial Statements.4NVIDIA CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS(In millions)(Unaudited)April 30,January 29,20232023ASSETSCurrent assets:Cash and cash equivalents$5,079$3,389 Marketable securities10,241 9,907 Accounts receivable,net4,080 3,827 Inventories4,61

23、1 5,159 Prepaid expenses and other current assets872 791 Total current assets24,883 23,073 Property and equipment,net3,740 3,807 Operating lease assets1,094 1,038 Goodwill4,430 4,372 Intangible assets,net1,541 1,676 Deferred income tax assets4,568 3,396 Other assets4,204 3,820 Total assets$44,460$41

24、,182 LIABILITIES AND SHAREHOLDERS EQUITY Current liabilities:Accounts payable$1,141$1,193 Accrued and other current liabilities4,869 4,120 Short-term debt1,250 1,250 Total current liabilities7,260 6,563 Long-term debt9,704 9,703 Long-term operating lease liabilities939 902 Other long-term liabilitie

25、s2,037 1,913 Total liabilities19,940 19,081 Commitments and contingencies-see Note 13Shareholders equity:Preferred stock Common stock2 2 Additional paid-in capital12,453 11,971 Accumulated other comprehensive loss(50)(43)Retained earnings12,115 10,171 Total shareholders equity24,520 22,101 Total lia

26、bilities and shareholders equity$44,460$41,182 See accompanying Notes to Condensed Consolidated Financial Statements.5NVIDIA CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITYFOR THE THREE MONTHS ENDED APRIL 30,2023 AND MAY 1,2022(Unaudited)Common StockOutstandingAd

27、ditionalPaid-in CapitalAccumulated OtherComprehensive LossRetainedEarningsTotalShareholdersEquity(In millions,except per share data)SharesAmountBalances,January 29,20232,466$2$11,971$(43)$10,171$22,101 Net income 2,043 2,043 Other comprehensive loss (7)(7)Issuance of common stock from stock plans 9

28、246 246 Tax withholding related to vesting of restricted stock units(2)(507)(507)Cash dividends declared and paid($0.04 per common share)(99)(99)Stock-based compensation 743 743 Balances,April 30,20232,473$2$12,453$(50)$12,115$24,520 Balances,January 30,20222,506$3$10,385$(11)$16,235$26,612 Net inco

29、me 1,618 1,618 Other comprehensive loss (53)(53)Issuance of common stock from stock plans 9 204 204 Tax withholding related to vesting of restricted stock units(2)(538)(538)Shares repurchased(9)(1)(1,995)(1,996)Cash dividends declared and paid($0.04 per common share)(100)(100)Stock-based compensatio

30、n 573 573 Balances,May 1,20222,504$3$10,623$(64)$15,758$26,320 See accompanying Notes to Condensed Consolidated Financial Statements.6NVIDIA CORPORATION AND SUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(In millions)(Unaudited)Three Months EndedApril 30,May 1,20232022Cash flows from ope

31、rating activities:Net income$2,043$1,618 Adjustments to reconcile net income to net cash provided by operating activities:Stock-based compensation expense735 578 Depreciation and amortization384 334 Losses on investments in non-affiliates14 17 Deferred income taxes(1,135)(542)Acquisition termination

32、 cost 1,353 Other(34)23 Changes in operating assets and liabilities,net of acquisitions:Accounts receivable(252)(788)Inventories566(560)Prepaid expenses and other assets(215)(1,261)Accounts payable11 255 Accrued and other current liabilities689 634 Other long-term liabilities105 70 Net cash provided

33、 by operating activities2,911 1,731 Cash flows from investing activities:Proceeds from maturities of marketable securities2,512 5,947 Proceeds from sales of marketable securities 1,029 Purchases of marketable securities(2,801)(3,932)Purchases related to property and equipment and intangible assets(2

34、48)(361)Acquisitions,net of cash acquired(83)(36)Investments and other,net(221)(35)Net cash provided by(used in)investing activities(841)2,612 Cash flows from financing activities:Proceeds related to employee stock plans246 204 Payments related to tax on restricted stock units(507)(532)Dividends pai

35、d(99)(100)Principal payments on property and equipment and intangible assets(20)(22)Payments related to repurchases of common stock(1,996)Net cash used in financing activities(380)(2,446)Change in cash and cash equivalents1,690 1,897 Cash and cash equivalents at beginning of period3,389 1,990 Cash a

36、nd cash equivalents at end of period$5,079$3,887 See accompanying Notes to Condensed Consolidated Financial Statements.7NVIDIA CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Unaudited)Note 1-Summary of Significant Accounting PoliciesBasis of PresentationThe accompan

37、ying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generallyaccepted in the United States of America,or U.S.GAAP,for interim financial information and with the instructions to Form 10-Q and Article 10 ofSecurities and Exchange Commission

38、,or SEC,Regulation S-X.The January 29,2023 consolidated balance sheet was derived from our auditedconsolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 29,2023,as filed with the SEC,but does not include all disclosures required by U.S.GAAP.In

39、the opinion of management,all adjustments,consisting only of normal recurringadjustments considered necessary for a fair statement of results of operations and financial position,have been included.The results for theinterim periods presented are not necessarily indicative of the results expected fo

40、r any future period.The following information should be read inconjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal yearended January 29,2023.Significant Accounting PoliciesThere have been no material changes to ou

41、r significant accounting policies disclosed in Note 1-Organization and Summary of SignificantAccounting Policies,of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year endedJanuary 29,2023.Fiscal YearWe operate on a 52-or 53-week year,end

42、ing on the last Sunday in January.Fiscal years 2024 and 2023 are both 52-week years.The firstquarters of fiscal years 2024 and 2023 were both 13-week quarters.ReclassificationsCertain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.Principles of C

43、onsolidationOur condensed consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries.Allintercompany balances and transactions have been eliminated in consolidation.Use of EstimatesThe preparation of financial statements in conformity with U.S.GAAP

44、 requires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and thereported amounts of revenue and expenses during the reporting period.Actual results cou

45、ld differ materially from our estimates.On an on-goingbasis,we evaluate our estimates,including those related to revenue recognition,cash equivalents and marketable securities,accountsreceivable,inventories,income taxes,goodwill,stock-based compensation,litigation,investigation and settlement costs,

46、restructuring and othercharges,property,plant,and equipment,and other contingencies.These estimates are based on historical facts and various other assumptionsthat we believe are reasonable.In February 2023,we completed an assessment of the useful lives of our property,plant,and equipment.Based on a

47、dvances in technology andusage rate,we increased the estimated useful life of a majority of our server,storage,and network equipment from three to a range of four tofive years,and our assembly and test equipment from five to seven years.This change in accounting estimate became effective at the begi

48、nningof fiscal year 2024.Based on the carrying amounts of a majority of our server,storage,network,and assembly and test equipment,net,in useas of the end of fiscal year 2023,the effect of this change in estimate for the three months ended April 30,2023,was a benefit of$2 million and$31 million for

49、cost of revenue and operating expenses,respectively.This resulted in an increase in operating income of$33 million and netincome of$28 million after tax,or$0.01 per both basic and diluted share.8NVIDIA CORPORATION AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)(Unaudi

50、ted)Note 2-Business CombinationTermination of the Arm Share Purchase AgreementIn February 2022,NVIDIA and SoftBank Group Corp,or SoftBank,announced the termination of the Share Purchase Agreement wherebyNVIDIA would have acquired Arm Limited,or Arm,from SoftBank.The parties agreed to terminate due t

51、o significant regulatory challengespreventing the completion of the transaction.We recorded an acquisition termination cost of$1.35 billion in fiscal year 2023 reflecting the write-off of the prepayment provided at signing.Note 3-LeasesOur lease obligations primarily consist of operating leases for

52、our headquarters complex,domestic and international office facilities,and datacenter space,with lease periods expiring between fiscal years 2024 and 2035.Future minimum lease payments under our non-cancelable operating leases as of April 30,2023 are as follows:Operating LeaseObligations(In millions)

53、Fiscal Year:2024(excluding first quarter)$178 2025218 2026196 2027180 2028159 2029 and thereafter357 Total1,288 Less imputed interest162 Present value of net future minimum lease payments1,126 Less short-term operating lease liabilities187 Long-term operating lease liabilities$939 In addition,we hav

54、e operating leases,primarily for our data centers,that are expected to commence between the second quarter of fiscal year2024 and fiscal year 2025 with lease terms of 2 to 8 years for$361 million.Operating lease expenses were$59 million and$44 million for the first quarter of fiscal years 2024 and 2

55、023,respectively.Short-term andvariable lease expenses for the first quarter of fiscal years 2024 and 2023 were not significant.Other information related to leases was as follows:Three Months EndedApril 30,2023May 1,2022(In millions)Supplemental cash flows information Operating cash flows used for o

56、perating leases$61$45 Operating lease assets obtained in exchange for lease obligations$106$62 9As of April 30,2023,our operating leases had a weighted average remaining lease term of 6.6 years and a weighted average discount rate of3.33%.As of January 29,2023,our operating leases had a weighted ave

57、rage remaining lease term of 6.8 years and a weighted averagediscount rate of 3.21%.Note 4-Stock-Based CompensationOur stock-based compensation expense is associated with restricted stock units,or RSUs,performance stock units that are based on ourcorporate financial performance targets,or PSUs,perfo

58、rmance stock units that are based on market conditions,or market-based PSUs,and ouremployee stock purchase plan,or ESPP.Our Condensed Consolidated Statements of Income include stock-based compensation expense,net of amounts allocated to inventory,asfollows:Three Months Ended April 30,2023May 1,2022(

59、In millions)Cost of revenue$27$38 Research and development524 384 Sales,general and administrative184 156 Total$735$578 Equity Award ActivityThe following is a summary of our equity award transactions under our equity incentive plans:RSUs,PSUs,and Market-based PSUs Outstanding Number of SharesWeight

60、ed Average Grant-Date FairValue Per Share(In millions,except per share data)Balances,January 29,202345$158.45 Granted2$226.08 Vested restricted stock(6)$115.99 Canceled and forfeited(1)$199.37 Balances,April 30,202340$167.07 As of April 30,2023,there was$6.55 billion of aggregate unearned stock-base

61、d compensation expense.This amount is expected to berecognized over a weighted average period of 2.5 years for RSUs,PSUs,and market-based PSUs,and 1.1 years for ESPP.10Note 5 Net Income Per ShareThe following is a reconciliation of the denominator of the basic and diluted net income per share comput

62、ations for the periods presented:Three Months EndedApril 30,May 1,20232022(In millions,except per share data)Numerator:Net income$2,043$1,618 Denominator:Basic weighted average shares2,470 2,506 Dilutive impact of outstanding equity awards20 31 Diluted weighted average shares2,490 2,537 Net income p

63、er share:Basic(1)$0.83$0.65 Diluted(2)$0.82$0.64 Equity awards excluded from diluted net income per share because their effect would havebeen anti-dilutive4 3(1)Calculated as net income divided by basic weighted average shares.(2)Calculated as net income divided by diluted weighted average shares.No

64、te 6 Income TaxesIncome tax expense was$166 million and$187 million for the first quarter of fiscal years 2024 and 2023,respectively.The income tax expenseas a percentage of income before income tax was 7.5%and 10.3%for the first quarter of fiscal years 2024 and 2023,respectively.The decrease in the

65、 effective tax rate was primarily due to the tax impact of the Arm acquisition termination cost recorded in the first quarter offiscal year 2023,which did not result in a tax benefit,and the increased impact of tax benefits from stock-based compensation,partially offset bydecreased tax benefits impa

66、ct from the foreign-derived intangible income deduction and the U.S.federal research tax credit.Our effective tax rates for the first quarter of fiscal years 2024 and 2023 were lower than the U.S.federal statutory rate of 21%due to taxbenefits from the foreign-derived intangible income deduction,sto

67、ck-based compensation and the U.S.federal research tax credit.For the first quarter of fiscal year 2024,there were no material changes to our tax years that remain subject to examination by major taxjurisdictions.We are currently under examination by the Internal Revenue Service for our fiscal years

68、 2018 and 2019.Additionally,there havebeen no material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 29,2023.While we believe that we have adequately provided for all uncertain tax positions,or tax positions where we believe it is

69、not more-likely-than-notthat the position will be sustained upon review,amounts asserted by tax authorities could be greater or less than our accrued position.Accordingly,our provisions on federal,state and foreign tax related matters to be recorded in the future may change as revised estimates arem

70、ade or the underlying matters are settled or otherwise resolved with the respective tax authorities.As of April 30,2023,we do not believe thatour estimates,as otherwise provided for,on such tax positions will significantly increase or decrease within the next 12 months.11Note 7-Cash Equivalents and

71、Marketable Securities Our cash equivalents and marketable securities related to debt securities are classified as“available-for-sale”debt securities.The following is a summary of cash equivalents and marketable securities:April 30,2023AmortizedCostUnrealizedGainUnrealizedLossEstimatedFair ValueRepor

72、ted as CashEquivalentsMarketableSecurities(In millions)Corporate debt securities$6,723$4$(11)$6,716$2,535$4,181 Debt securities issued by the U.S.Treasury3,996 2(31)3,967 421 3,546 Debt securities issued by U.S.government agencies2,442 1(1)2,442 199 2,243 Money market funds1,502 1,502 1,502 Certific

73、ates of deposit395 395 173 222 Foreign government bonds49 49 49 Total$15,107$7$(43)$15,071$4,830$10,241 January 29,2023AmortizedCostUnrealizedGainUnrealizedLossEstimatedFair ValueReported as CashEquivalentsMarketableSecurities(In millions)Corporate debt securities$4,809$(12)$4,797$1,087$3,710 Debt s

74、ecurities issued by the U.S.Treasury4,185 1(44)4,142 4,142 Debt securities issued by U.S.government agencies1,836 (2)1,834 50 1,784 Money market funds1,777 1,777 1,777 Certificates of deposit365 365 134 231 Foreign government bonds140 140 100 40 Total$13,112$1$(58)$13,055$3,148$9,907 12The following

75、 tables provide the breakdown of unrealized losses,aggregated by investment category and length of time that individual securitieshave been in a continuous loss position:April 30,2023 Less than 12 Months12 Months or GreaterTotal Estimated FairValueGrossUnrealizedLossEstimated FairValueGrossUnrealize

76、dLossEstimated FairValueGrossUnrealizedLoss(In millions)Debt securities issued by the U.S.Treasury$1,601$(11)$1,106$(20)$2,707$(31)Debt securities issued by U.S.government agencies1,259(1)1,259(1)Corporate debt securities945(4)838(7)1,783(11)Total$3,805$(16)$1,944$(27)$5,749$(43)January 29,2023 Less

77、 than 12 Months12 Months or GreaterTotal Estimated FairValueGrossUnrealizedLossEstimated FairValueGrossUnrealizedLossEstimated FairValueGrossUnrealizedLoss(In millions)Debt securities issued by the U.S.Treasury$2,444$(21)$1,172$(23)$3,616$(44)Corporate debt securities1,188(7)696(5)1,884(12)Debt secu

78、rities issued by U.S.government agencies1,307(2)1,307(2)Total$4,939$(30)$1,868$(28)$6,807$(58)The gross unrealized losses are related to fixed income securities,driven primarily by changes in interest rates.Net realized gains and losseswere not significant for all periods presented.The amortized cos

79、t and estimated fair value of cash equivalents and marketable securities are shown below by contractual maturity.April 30,2023January 29,2023Amortized CostEstimated FairValueAmortized CostEstimated FairValue(In millions)Less than one year$12,654$12,625$9,738$9,708 Due in 1-5 years2,453 2,446 3,374 3

80、,347 Total$15,107$15,071$13,112$13,055 13Note 8 Fair Value of Financial Assets and LiabilitiesThe fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices ofsimilar assets from active markets.We review fair value hierar

81、chy classification on a quarterly basis.Fair Value atPricingCategoryApril 30,2023January 29,2023(In millions)AssetsCash equivalents and marketable securities:Money market fundsLevel 1$1,502$1,777 Corporate debt securitiesLevel 2$6,716$4,797 Debt securities issued by the U.S.TreasuryLevel 2$3,967$4,1

82、42 Debt securities issued by U.S.government agenciesLevel 2$2,442$1,834 Certificates of depositLevel 2$395$365 Foreign government bondsLevel 2$49$140 Other assets(Investment in non-affiliated entities):Publicly-held equity securities(1)Level 1$9$11 Privately-held equity securitiesLevel 3$496$288 Lia

83、bilities(2)0.309%Notes Due 2023Level 2$1,243$1,230 0.584%Notes Due 2024Level 2$1,197$1,185 3.20%Notes Due 2026Level 2$976$966 1.55%Notes Due 2028Level 2$1,112$1,099 2.85%Notes Due 2030Level 2$1,375$1,364 2.00%Notes Due 2031Level 2$1,062$1,044 3.50%Notes Due 2040Level 2$862$870 3.50%Notes Due 2050Lev

84、el 2$1,633$1,637 3.70%Notes Due 2060Level 2$403$410(1)Unrealized losses of$14 million and$24 million from investments in publicly-traded equity securities were recorded in other income(expense),net,in the first quarter of fiscalyears 2024 and 2023,respectively.(2)These liabilities are carried on our

85、 Condensed Consolidated Balance Sheets at their original issuance value,net of unamortized debt discount and issuance costs.14Note 9-Amortizable Intangible Assets and GoodwillThe components of our amortizable intangible assets are as follows:April 30,2023January 29,2023 GrossCarryingAmountAccumulate

86、dAmortizationNet CarryingAmountGrossCarryingAmountAccumulatedAmortizationNet CarryingAmount(In millions)Acquisition-relatedintangible assets$3,112$(1,780)$1,332$3,093$(1,614)$1,479 Patents and licensedtechnology460(251)209 446(249)197 Total intangible assets$3,572$(2,031)$1,541$3,539$(1,863)$1,676 A

87、mortization expense associated with intangible assets was$181 million and$155 million for the first quarter of fiscal years 2024 and 2023,respectively.The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of April 30,2023:Fu

88、ture Amortization Expense(In millions)Fiscal Year:2024(excluding first quarter)$433 2025554 2026259 2027149 202837 2029 and thereafter109 Total$1,541 In the first quarter of fiscal year 2024,goodwill increased by$58 million from an acquisition,and was assigned to our Compute&Networkingsegment.Note 1

89、0-Balance Sheet Components Certain balance sheet components are as follows:April 30,January 29,20232023Inventories:(In millions)Raw materials$1,809$2,430 Work in-process930 466 Finished goods1,872 2,263 Total inventories$4,611$5,159 15April 30,January 29,20232023Other Assets:(In millions)Prepaid sup

90、ply and capacity agreements$3,002$2,989 Investment in non-affiliated entities505 299 Prepaid royalties381 387 Prepaid cloud services171 23 Other145 122 Total other assets$4,204$3,820 April 30,January 29,20232023Accrued and Other Current Liabilities:(In millions)Taxes payable$1,544$467 Customer progr

91、am accruals1,245 1,196 Excess inventory purchase obligations786 954 Deferred revenue(1)367 354 Accrued payroll and related expenses320 530 Operating leases187 176 Licenses and royalties143 149 Product warranty and return provisions112 108 Other165 186 Total accrued and other current liabilities$4,86

92、9$4,120(1)Deferred revenue primarily includes customer advances and deferrals related to license and development arrangements,support for hardware and software,and cloudservices.April 30,January 29,20232023Other Long-Term Liabilities:(In millions)Income tax payable(1)$1,300$1,204 Deferred income tax

93、290 247 Deferred revenue(2)230 218 Licenses payable155 181 Other62 63 Total other long-term liabilities$2,037$1,913(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 prima

94、rily includes deferrals related to support for hardware and software.16Deferred RevenueThe following table shows the changes in deferred revenue during the first quarter of fiscal years 2024 and 2023:April 30,May 1,20232022(In millions)Balance at beginning of period$572$502 Deferred revenue addition

95、s during the period287 212 Revenue recognized during the period(262)(177)Balance at end of period$597$537 Revenue allocated to remaining performance obligations,which includes deferred revenue and amounts that will be invoiced and recognized asrevenue in future periods,was$639 million as of April 30

96、,2023.We expect to recognize approximately 46%of this revenue over the next twelvemonths and the remainder thereafter.This excludes revenue related to performance obligations for contracts with a length of one year or less.Note 11-Derivative Financial InstrumentsWe enter into foreign currency forwar

97、d contracts to mitigate the impact of foreign currency exchange rate movements on our operatingexpenses.These contracts are designated as cash flow hedges for hedge accounting treatment.Gains or losses on the contracts are recordedin accumulated other comprehensive income or loss and reclassified to

98、 operating expense when the related operating expenses are recognizedin earnings or ineffectiveness should occur.We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilitiesthat are denominated in currencies other than

99、the U.S.dollar.These forward contracts were not designated for hedge accounting treatment.Therefore,the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedgedforeign currency denominated monetary assets and liabilities,which

100、is also recorded in other income or expense.The table below presents the notional value of our foreign currency forward contracts outstanding:April 30,2023January 29,2023(In millions)Designated as cash flow hedges$1,142$1,128 Non-designated hedges$350$366 The unrealized gains and losses or fair valu

101、e of our foreign currency forward contracts was not significant as of April 30,2023 and January 29,2023.As of April 30,2023,all designated foreign currency forward contracts mature within 18 months.The expected realized gains and lossesdeferred into accumulated other comprehensive income or loss rel

102、ated to foreign currency forward contracts within the next twelve months wasnot significant.During the first quarter of fiscal years 2024 and 2023,the impact of derivative financial instruments designated for hedge accounting treatmenton other comprehensive income or loss was not significant and all

103、 such instruments were determined to be highly effective.17Note 12-DebtLong-Term DebtThe carrying value of our outstanding notes,the calendar year of maturity,and the associated interest rates were as follows:Carrying Value atExpectedRemaining Term(years)EffectiveInterest RateApril 30,2023January 29

104、,2023(In millions)0.309%Notes Due 20230.10.41%$1,250$1,250 0.584%Notes Due 20241.10.66%1,250 1,250 3.20%Notes Due 20263.43.31%1,000 1,000 1.55%Notes Due 20285.11.64%1,250 1,250 2.85%Notes Due 20306.92.93%1,500 1,500 2.00%Notes Due 20318.12.09%1,250 1,250 3.50%Notes Due 204016.93.54%1,000 1,000 3.50%

105、Notes Due 205026.93.54%2,000 2,000 3.70%Notes Due 206036.93.73%500 500 Unamortized debt discount and issuance costs(46)(47)Net carrying amount10,954 10,953 Less short-term portion(1,250)(1,250)Total long-term portion$9,704$9,703 All our notes are unsecured senior obligations.All existing and future

106、liabilities of our subsidiaries will be effectively senior to the notes.Ournotes pay interest semi-annually.We may redeem each of our notes prior to maturity,subject to a make-whole premium as defined in theapplicable form of note.As of April 30,2023,we were in compliance with the required covenants

107、,which are non-financial in nature,under the outstanding notes.Commercial PaperWe have a$575 million commercial paper program to support general corporate purposes.As of April 30,2023,we had not issued anycommercial paper.Note 13-Commitments and ContingenciesPurchase ObligationsOur purchase obligati

108、ons reflect our commitments to purchase components used to manufacture our products,including long-term supply andcapacity agreements,certain software and technology licenses,other goods and services and long-lived assets.As of April 30,2023,we had outstanding inventory purchase and long-term supply

109、 and capacity obligations totaling$7.27 billion.During thenormal course of business,to manage manufacturing lead times and help ensure adequate supply,we enter into agreements with contractmanufacturers that allow them to procure inventory based upon criteria as defined by us,and in certain instance

110、s,these agreements allow usthe option to cancel,reschedule,and adjust our requirements based on our business needs prior to firm orders being placed,but these changesmay result in the payment of costs incurred through the date of cancellation.18Other non-inventory purchase obligations of$3.26 billio

111、n include$2.43 billion of multi-year cloud service agreements.Total future purchase commitments as of April 30,2023 are as follows:Commitments(In millions)Fiscal Year:2024(excluding first quarter)$6,667 20251,816 2026753 2027704 2028332 2029 and thereafter255 Total$10,527 Accrual for Product Warrant

112、y LiabilitiesThe estimated amount of product warranty liabilities was$77 million and$82 million as of April 30,2023 and January 29,2023,respectively.Theestimated product returns and estimated product warranty activity consisted of the following:Three Months EndedApril 30,2023May 1,2022(In millions)B

113、alance at beginning of period$82$46 Additions1316Utilization(18)(7)Balance at end of period$77$55 In connection with certain agreements that we have entered in the past,we have provided indemnities for matters such as tax,product,andemployee liabilities.We have included intellectual property indemni

114、fication 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 havenot recorded any liability in our Condensed Consolidated Financial Statements for such inde

115、mnifications.LitigationSecurities Class Action and Derivative LawsuitsThe plaintiffs in the putative securities class action lawsuit,captioned 4:18-cv-07669-HSG,initially filed on December 21,2018 in the UnitedStates District Court for the Northern District of California,and titled In Re NVIDIA Corp

116、oration Securities Litigation,filed an amended complainton May 13,2020.The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b)of the SecuritiesExchange Act of 1934,as amended,or the Exchange Act,and SEC Rule 10b-5,by making materially false or misleading state

117、ments related tochannel inventory and the impact of cryptocurrency mining on GPU demand between May 10,2017 and November 14,2018.Plaintiffs alsoalleged that the NVIDIA executives who they named as defendants violated Section 20(a)of the Exchange Act.Plaintiffs sought classcertification,an award of u

118、nspecified compensatory damages,an award of reasonable costs and expenses,including attorneys fees and expertfees,and further relief as the Court may deem just and proper.On March 2,2021,the district court granted NVIDIAs motion to dismiss thecomplaint without leave to amend,entered judgment in favo

119、r of NVIDIA and closed the case.On March 30,2021,plaintiffs filed an appeal fromjudgment19in the United States Court of Appeals for the Ninth Circuit,case number 21-15604.Oral argument on the appeal was held on May 10,2022.The putative derivative lawsuit pending in the United States District Court f

120、or the Northern District of California,captioned 4:19-cv-00341-HSG,initially filed January 18,2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation,was stayed pending resolution of theplaintiffs appeal in the In Re NVIDIA Corporation Securities Litigation action.On February 22,

121、2022,the court administratively closed the case,but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved.The lawsuitasserts claims,purportedly on behalf of us,against certain officers and directors of the Company for breach of

122、fiduciary duty,unjust enrichment,waste of corporate assets,and violations of Sections 14(a),10(b),and 20(a)of the Exchange Act based on the dissemination of allegedly falseand misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand.The plaintiffs are

123、seekingunspecified damages and other relief,including reforms and improvements to NVIDIAs corporate governance and internal procedures.The putative derivative actions initially filed September 24,2019 and pending in the United States District Court for the District of Delaware,Lipchitz v.Huang,et al

124、.(Case No.1:19-cv-01795-UNA)and Nelson v.Huang,et.al.(Case No.1:19-cv-01798-UNA),remain stayed pendingresolution of the plaintiffs appeal in the In Re NVIDIA Corporation Securities Litigation action.The lawsuits assert claims,purportedly on behalfof us,against certain officers and directors of the C

125、ompany for breach of fiduciary duty,unjust enrichment,insider trading,misappropriation ofinformation,corporate waste and violations of Sections 14(a),10(b),and 20(a)of the Exchange Act based on the dissemination of allegedlyfalse,and misleading statements related to channel inventory and the impact

126、of cryptocurrency mining on GPU demand.The plaintiffs seekunspecified damages and other relief,including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governancemeasures.Accounting for Loss ContingenciesAs of April 30,2023,we have not recorded any accrual for contin

127、gent liabilities associated with the legal proceedings described above based onour belief that liabilities,while possible,are not probable.Further,except as specifically described above,any possible loss or range of loss inthese matters cannot be reasonably estimated at this time.We are engaged in l

128、egal actions not described above arising in the ordinary course ofbusiness and,while there can be no assurance of favorable outcomes,we believe that the ultimate outcome of these actions will not have amaterial adverse effect on our operating results,liquidity or financial position.Note 14-Sharehold

129、ers Equity Capital Return Program Since the inception of our share repurchase program through April 30,2023,we have repurchased an aggregate of 1.10 billion shares for a totalcost of$17.12 billion.As of April 30,2023,we were authorized,subject to certain specifications,to repurchase an additional$7.

130、23 billion ofshares through December 2023.We did not repurchase any shares during the first quarter of fiscal year 2024.During the first quarter of fiscal years 2024 and 2023,we paid$99 million and$100 million in cash dividends to our shareholders,respectively.Our cash dividend program and the payme

131、nt of future cash dividends under that program are subject to our Board of Directors continuingdetermination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.Note 15-Segment InformationOur Chief Executive Officer,who is considered to

132、 be our chief operating decision maker,or CODM,reviews financial information presented onan operating segment basis for purposes of making decisions and assessing financial performance.The Compute&Networking segment includes our Data Center accelerated computing platform;networking;automotive artifi

133、cial intelligence,orAI,Cockpit,autonomous driving development agreements,and20autonomous vehicle solutions;electric vehicle computing platforms;Jetson for robotics and other embedded platforms;NVIDIA AI Enterprise andother software;and cryptocurrency mining processors,or CMP.The Graphics segment inc

134、ludes GeForce GPUs for gaming and PCs,the GeForce NOW game streaming service and related infrastructure,andsolutions for gaming platforms;Quadro/NVIDIA RTX GPUs for enterprise workstation graphics;virtual GPU software for cloud-based visual andvirtual computing;automotive platforms for infotainment

135、systems;and Omniverse Enterprise software for building and operating metaverse and3D internet applications.Operating results by segment include costs or expenses that are directly attributable to each segment,and costs or expenses that are leveragedacross our unified architecture and therefore alloc

136、ated between our two segments.The“All Other”category includes the expenses that our CODM does not assign to either Compute&Networking or Graphics for purposes ofmaking operating decisions or assessing financial performance.The expenses include stock-based compensation expense,acquisition-relatedand

137、other costs,corporate infrastructure and support costs,acquisition termination cost,intellectual property related,or IP-related and legalsettlement costs,and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.Our CODM does not review any information regarding tot

138、al assets on a reportable segment basis.Depreciation and amortization expensedirectly attributable to each reportable segment is included in operating results for each segment.However,the CODM does not evaluatedepreciation and amortization expense by operating segment and,therefore,it is not separat

139、ely 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 ourreportable segments and the“All Other”category.Compute&NetworkingGraphicsAll OtherConsolidated(In millions)Thr

140、ee Months Ended April 30,2023 Revenue$4,460$2,732$7,192 Operating income(loss)$2,160$1,046$(1,066)$2,140 Three Months Ended May 1,2022 Revenue$3,672$4,616$8,288 Operating income(loss)$1,606$2,476$(2,214)$1,868 Three Months EndedApril 30,2023May 1,2022(In millions)Reconciling items included in All Ot

141、her category:Stock-based compensation expense$(735)$(578)Acquisition-related and other costs(173)(149)Unallocated cost of revenue and operating expenses(154)(127)IP-related and legal settlement costs(8)(7)Acquisition termination cost(1,353)Other4 Total$(1,066)$(2,214)21Revenue by geographic region i

142、s allocated to individual countries based on the billing location of the customer.End customer location may bedifferent than our customers billing location.The following table summarizes information pertaining to our revenue from customers based on theinvoicing address by geographic regions:Three Mo

143、nths EndedApril 30,May 1,20232022(In millions)Revenue:United States$2,385$1,932 Taiwan1,796 2,777 China(including Hong Kong)1,590 2,081 Singapore762454Other countries659 1,044 Total revenue$7,192$8,288 No customer represented 10%or more of total revenue for the first quarter of fiscal years 2024 and

144、 2023.Two customers accounted for 12%and 10%of our accounts receivable balance as of April 30,2023.Two customers accounted for 14%and11%of our accounts receivable balance as of January 29,2023.The following table summarizes information pertaining to our revenue by each of the specialized markets we

145、serve:Three Months EndedApril 30,May 1,20232022(In millions)Revenue:Data Center$4,284$3,750 Gaming2,240 3,620 Professional Visualization295 622 Automotive296 138 OEM and Other77 158 Total revenue$7,192$8,288 22ITEM 2.MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

146、SForward-Looking Statements This Quarterly Report on Form 10-Q contains forward-looking statements which are based on our managements beliefs and assumptions andon information currently available to our management.In some cases,you can identify forward-looking statements by terms such as“may,”“will,

147、”“should,”“could,”“goal,”“would,”“expect,”“plan,”“anticipate,”“believe,”“estimate,”“project,”“predict,”“potential”and similar expressionsintended to identify forward-looking statements.These statements involve known and unknown risks,uncertainties and other factors,which maycause our actual results,

148、performance,time frames or achievements to be materially different from any future results,performance,time framesor achievements expressed or implied by the forward-looking statements.We discuss many of these risks,uncertainties and other factors in thisQuarterly Report on Form 10-Q and our Annual

149、Report on Form 10-K for the fiscal year ended January 29,2023 in greater detail under theheading“Risk Factors”of such reports.Given these risks,uncertainties and other factors,you should not place undue reliance on these forward-looking statements.Also,these forward-looking statements represent our

150、estimates and assumptions only as of the date of this filing.You shouldread this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different fromwhat we expect.We hereby qualify our forward-looking statements by these cautionary stat

151、ements.Except as required by law,we assume noobligation to update these forward-looking statements publicly,or to update the reasons actual results could differ materially from thoseanticipated in these forward-looking statements,even if new information becomes available in the future.All references

152、 to“NVIDIA,”“we,”“us,”“our”or the“Company”mean NVIDIA Corporation and its subsidiaries.2023 NVIDIA Corporation.All rights reserved.The following discussion and analysis of our financial condition and results of operations shouldbe read in conjunction with the risk factors set forth in Item 1A.“Risk

153、Factors”of our Annual Report on Form 10-K for the fiscal year endedJanuary 29,2023 and Part II,Item 1A.“Risk Factors”of this Quarterly Report on Form 10-Q and our Condensed Consolidated FinancialStatements and related Notes thereto,as well as other cautionary statements and risks described elsewhere

154、 in this Quarterly Report on Form10-Q and our other filings with the SEC,before deciding to purchase or sell shares of our common stock.OverviewOur Company and Our BusinessesNVIDIA pioneered accelerated computing to help solve the most challenging computational problems.Since our original focus on P

155、C graphics,we have expanded to several other large and important computationally intensive fields.Fueled by the sustained demand for exceptional 3Dgraphics and the scale of the gaming market,NVIDIA has leveraged its GPU architecture to create platforms for scientific computing,AI,datascience,autonom

156、ous vehicles,robotics,metaverse and 3D internet applications.Our two operating segments are Compute&Networking and Graphics,as described in Note 15 of the Notes to Condensed ConsolidatedFinancial Statements.Headquartered in Santa Clara,California,NVIDIA was incorporated in California in April 1993 a

157、nd reincorporated in Delaware in April 1998.Recent Developments,Future Objectives and ChallengesSupply,Products Transitions,and New Products and Business ModelsOur supply,which includes inventory on hand,purchase obligations and prepaid supply and capacity agreements,has grown significantly due tore

158、cent supply chain conditions and long lead times,complexity of our products,and changes in demand.We have entered and expect tocontinue to enter into supplier and capacity prepayment arrangements.We have procured substantially higher Data Center supply for thesecond half compared to the first half o

159、f fiscal year 2024.We may incur inventory provisions or impairments if our inventory or supply or capacitycommitments are misaligned with demand for our products.Product transitions are complex as we often ship both new and prior architecture products simultaneously and we and our channel partnerspr

160、epare to ship and support new products.We are currently transitioning the architecture of our Data Center,Professional Visualization,andGaming products.Qualification time for23new products,customers anticipating product transitions and channel partners reducing channel inventory of prior architectur

161、es ahead of newproduct introductions can create reductions or volatility in our revenue.In addition,the bring up of new product architectures is complex due tofunctionality challenges and quality concerns not identified in manufacturing testing.These product quality issues may incur costs,increase o

162、urwarranty costs,and delay further production of our architecture.While we have managed prior product transitions and have previously soldmultiple product architectures at the same time,these transitions are difficult,may impair our ability to predict demand and impact our supplymix,and we may incur

163、 additional costs.We build technology and products for use cases and applications that may be new or may not yet exist such as our Omniverse platform,third-party large language models and generative AI models.Our demand estimates for these use cases and applications can be incorrect and createvolati

164、lity in our revenue or supply levels,and we may not be able to generate significant revenue from these use cases and applications.Newtechnologies such as generative AI models have emerged,and while they have driven increased demand for compute infrastructure,the long-term trajectory is unknown.NVIDI

165、A AI Cloud Service OfferingsWe offer enterprise customers NVIDIA AI cloud services directly and through our network of partners.Examples of these services includeNVIDIA DGX Cloud,which includes cloud-based infrastructure and software for training and deploying AI models,and NVIDIA AI Foundations for

166、customizable pretrained AI models.We have partnered with cloud service providers to host these services in their data centers.We entered and may continue to enter into multi-year cloud service agreements to support these offerings and our research and developmentactivities.The timing and availabilit

167、y of these cloud services has changed and may continue to change,impacting revenue,expenses anddevelopment timelines.We also offer or plan to offer standalone software solutions including NVIDIA AI Enterprise,NVIDIA Omniverse,NVIDIADRIVE,and several other software solutions.Global TradeDuring the th

168、ird quarter of fiscal year 2023,the U.S.government,or the USG,announced 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 orboards which incorporate A100 or H100 integra

169、ted circuits.Following the 2022 export controls,we transitioned some operations,includingcertain testing,validation,and supply and distribution operations out of China and Hong Kong.We have sold alternative products in China notsubject to the license requirements,such as our A800 or H800 offerings.M

170、anagement of these new license and other requirements is complicated and time consuming.Our results and competitive position may beharmed and we may be effectively excluded from all or part of the China market if there are further changes in the USGs export controls,ifcustomers in China do not want

171、to purchase our alternative product offerings,if customers purchase product from competitors,if customersdevelop their own internal solution,if the USG does not grant licenses in a timely manner or denies licenses to significant customers,or if weincur significant transition costs.Any new control th

172、at impacts a wide range of our products would likely have a disproportionate impact onNVIDIA and may disadvantage us against certain of our competitors that sell chips that are outside the scope of such control.In addition to USGexport controls,the Chinese government may also impose restrictions tha

173、t impact our ability to sell our products.New export controls or changes to existing controls could negatively impact our business,revenue or supply chain.While we work through theresiliency and redundancy of our supply chain,it is currently concentrated in the Asia-Pacific,including China,Hong Kong

174、,Korea and Taiwan,and changes to trade requirements may negatively impact our business.24First Quarter of Fiscal Year 2024 SummaryThree Months Ended April 30,2023January 29,2023May 1,2022Quarter-over-QuarterChangeYear-over-YearChange($in millions,except per share data)Revenue$7,192$6,051$8,288 19%(1

175、3)%Gross margin64.6%63.3%65.5%1.3 pts(0.9)ptsOperating expenses$2,508$2,576$3,563(3)%(30)%Income from operations$2,140$1,257$1,868 70%15%Net income$2,043$1,414$1,618 44%26%Net income per diluted share$0.82$0.57$0.64 44%28%We specialize in markets where our computing platforms can provide tremendous

176、acceleration for applications.These platforms incorporateprocessors,interconnects,software,algorithms,systems,and services to deliver unique value.Our platforms address four large markets whereour expertise is critical:Data Center,Gaming,Professional Visualization,and Automotive.Revenue for the firs

177、t quarter of fiscal year 2024 was$7.19 billion,down 13%from a year ago and up 19%sequentially.Data Center revenue was up 14%from a year ago and up 18%sequentially,led by growing demand for generative AI and large languagemodels using GPUs based on our NVIDIA Hopper and Ampere architectures.The reven

178、ue growth reflects strong demand from large consumerinternet companies and cloud service providers.Enterprise demand for GPU platforms was strong,although general purpose networkingsolutions declined both sequentially and from a year ago.Gaming revenue was down 38%from a year ago and up 22%sequentia

179、lly.The year-on-year decrease reflects weaker demand due to themacroeconomic slowdown and lower shipments to normalize channel inventory levels.The sequential increase was driven by the ramp of ournew GeForce RTX 40 Series GPUs for desktops and laptops based on the Ada Lovelace architecture.Professi

180、onal Visualization revenue was down 53%from a year ago and up 31%sequentially.The year-on-year decrease reflects lower sell-in topartners to help reduce channel inventory levels.The sequential increase was driven by higher demand for desktop and mobile workstationGPUs.Automotive revenue was up 114%f

181、rom a year ago and up 1%sequentially.The year-on-year increase reflects growth in sales of self-drivingplatforms and AI cockpit solutions.OEM and Other revenue was down 51%from a year ago and down 8%sequentially.These decreases were primarily driven by lower entry levelnotebook GPU sales.Gross margi

182、n declined from a year earlier and increased sequentially.The year-on-year decline reflects lower Gaming margins and a highercontribution from Automotive,partially offset by higher Data Center margins.The sequential increase reflects lower costs in Gaming and higherData Center margins as we ramp our

183、 Hopper architecture.Operating expenses were down 30%from a year ago and down 3%sequentially.The prior year included a termination charge of$1.35 billion forthe proposed Arm acquisition,and the prior quarter included fixed asset write-downs.Cash,cash equivalents and marketable securities were$15.32

184、billion,down from$20.34 billion a year ago and up from$13.30 billion a quarterago.The year-on-year decrease reflects$8.04 billion in stock repurchases,partially offset by operating cash flow generation.The sequentialincrease reflects operating cash flow generation.During the first quarter of fiscal

185、year 2024,we returned$99 million to shareholders in the form of cash dividends.As of the end of the first quarterof fiscal year 2024,we had$7.23 billion remaining under our share repurchase authorization through December 2023.25Market Platform HighlightsData Center revenue for the first quarter of f

186、iscal year 2024 was$4.28 billion,up 14%from a year ago,led by growing demand for generative AIand large language models using GPUs based on our NVIDIA Hopper and Ampere architectures.The year-on-year increase reflects strongdemand from large consumer internet customers and cloud service providers.We

187、 launched four AI inference platforms that combine our full-stack inference software with NVIDIA Ada,NVIDIA Hopper and NVIDIA Grace Hopper processors optimized for generative AI,large languagemodel and other AI workloads.We announced that Google Cloud is the first cloud provider to offer the new NVI

188、DIA L4 Tensor Core GPU toaccelerate generative AI application.We introduced NVIDIA AI Foundations to help businesses create and operate custom large languagemodels and generative AI models.We also partnered with ServiceNow,Inc.to build generative AI across enterprise IT;joined with DellTechnologies

189、in Project Helix to deliver full-stack generative AI solutions to enterprises;announced a collaboration with Medtronic on an AIplatform for medical devices;and unveiled the NVIDIA cuLitho software library for computational lithography.Gaming revenue for the first quarter of fiscal year 2024 was$2.24

190、 billion,down 38%from a year ago.The year-on-year decrease reflectsweaker demand due to the macroeconomic slowdown and lower shipments to normalize channel inventory levels.We launched the GeForceRTX 4070 GPU based on the NVIDIA Ada Lovelace architecture.Professional Visualization revenue for the fi

191、rst quarter of fiscal year 2024 was$295 million,down 53%from a year ago,on lower sell-in topartners to help reduce channel inventory levels.We announced six new GPUs based on the NVIDIA RTX Ada Lovelace architecture.Weannounced NVIDIA Omniverse Cloud,a fully managed service running in Microsoft Azur

192、e,for the development and deployment of industrialmetaverse applications,and expanded our collaboration with Microsoft to connect Microsoft 365 applications with NVIDIA Omniverse.Automotive revenue for the first quarter of fiscal year 2024 was$296 million,up 114%from a year ago on growth in sales of

193、 self-drivingplatforms and AI cockpit solutions.We announced that electric vehicle maker BYD Auto Co.Ltd.will extend its use of the NVIDIA DRIVE Orincentralized compute platform across more of its fleet.Financial Information by Business Segment and Geographic DataRefer to Note 15 of the Notes to Con

194、densed Consolidated Financial Statements for disclosure regarding segment information.Critical Accounting Policies and EstimatesRefer to Part II,Item 7,Critical Accounting Policies and Estimates of our Annual Report on Form 10-K for the fiscal year ended January 29,2023.There have been no material c

195、hanges to our Critical Accounting Policies and Estimates.26Results of OperationsThe following table sets forth,for the periods indicated,certain items in our Condensed Consolidated Statements of Income expressed as apercentage of revenue.Three Months Ended April 30,2023May 1,2022Revenue100.0%100.0%C

196、ost of revenue35.4 34.5 Gross profit64.6 65.5 Operating expenses Research and development26.1 19.5 Sales,general and administrative8.8 7.1 Acquisition termination cost 16.3 Total operating expenses34.9 42.9 Income from operations29.7 22.6 Interest income2.1 0.2 Interest expense(0.9)(0.8)Other,net(0.

197、2)(0.2)Other income(expense),net1.0(0.8)Income before income tax30.7 21.8 Income tax expense2.3 2.3 Net income28.4%19.5%RevenueRevenue by Reportable SegmentsThree Months Ended April 30,2023May 1,2022$Change%Change($in millions)Compute&Networking$4,460$3,672$788 21%Graphics2,732 4,616(1,884)(41)%Tota

198、l$7,192$8,288$(1,096)(13)%Compute&Networking-The year-on-year increase was led by growing demand for generative AI and large language models using GPUsbased on our Hopper and Ampere architectures.The revenue growth reflects strong demand from large consumer internet companies and cloudservice provid

199、ers.Enterprise demand for GPU platforms was strong,although general purpose networking solutions declined from a year ago.Self-driving platforms and AI cockpit solutions revenue also increased from a year ago.Graphics-The year-on-year decrease primarily reflects weaker Gaming demand due to the macro

200、economic slowdown and lower shipments tonormalize channel inventory levels,and lower Professional Visualization sell-in to partners to help reduce channel inventory levels.Concentration of Revenue Revenue from sales to customers outside of the United States accounted for 67%and 77%of total revenue f

201、or the first quarter of fiscal years2024 and 2023,respectively.Revenue by geographic region is allocated to countries based on the billed location even if the revenue may beattributable to end customers in a different location.27No direct customer represented 10%or more of total revenue for the firs

202、t quarter of fiscal years 2024 and 2023.However,our estimatedCompute&Networking end customer demand is concentrated among a few large cloud service providers and consumer internet companies.Some of these large companies do not purchase directly from us but often purchase through several system build

203、ers and channel partners.Weexpect this trend will continue.Gross MarginOur overall gross margin decreased to 64.6%for the first quarter of fiscal year 2024 from 65.5%for the first quarter of fiscal year 2023,reflectinglower margins of GeForce GPUs within our Graphics segment partially offset by high

204、er margins and increased contribution from computeproducts within our Compute&Networking segment.Reserves for inventory and excess inventory purchase obligations totaled$134 million and$90 million for the first quarter of fiscal years 2024and 2023,respectively.Sales of inventory that was previously

205、written-off or down,or settlements of excess inventory purchase obligations,totaled$50 million and$15 million for the first quarter of fiscal years 2024 and 2023,respectively.As a result,the overall net effect on our grossmargin was an unfavorable impact of 1.2%and 0.9%in the first quarter of fiscal

206、 years 2024 and 2023,respectively.Compute&Networking-Segment gross margin increased during the first quarter of fiscal year 2024 compared to the first quarter of fiscal year2023,primarily due to higher margins and increased contribution from compute products.Graphics-Segment gross margin decreased d

207、uring the first quarter of fiscal year 2024 compared to the first quarter of fiscal year 2023 primarilydue to lower margins of GeForce GPUs.Operating Expenses Three Months Ended April 30,2023May 1,2022$Change%Change($in millions)Research and development expenses$1,875$1,618$257 16%of net revenue26%2

208、0%Sales,general and administrative expenses633 592 41 7%of net revenue9%7%Acquisition termination cost 1,353(1,353)%of net revenue%16%Total operating expenses$2,508$3,563$(1,055)(30)%of net revenue34.9%42.9%The increases in research and development expense and sales,general and administrative expens

209、e for the first quarter of fiscal year 2024 wereprimarily driven by employee growth and associated compensation and benefits.We recorded an acquisition termination cost related to the Arm transaction of$1.35 billion in fiscal year 2023 reflecting the write-off of theprepayment provided at signing.28

210、Other Income(Expense),NetThree Months Ended April 30,2023May 1,2022$Change%Change($in millions)Interest income$150$18$132 733%Interest expense(66)(68)2(3)%Other,net(15)(13)(2)15%Other income(expense),net$69$(63)$132(210)%Interest income consists of interest earned on cash,cash equivalents and market

211、able securities.The increase in interest income was primarilydue to higher yields earned on our investments.Interest expense is primarily comprised of coupon interest and debt discount amortization related to our notes.Other,net,consists primarily of realized or unrealized gains and losses from inve

212、stments in non-affiliated entities and the impact of changes inforeign currency rates.Income TaxesIncome tax expense was$166 million and$187 million for the first quarter of fiscal years 2024 and 2023,respectively.The income tax expenseas a percentage of income before income tax was 7.5%and 10.3%for

213、 the first quarter of fiscal years 2024 and 2023,respectively.The decrease in the effective tax rate was primarily due to the tax impact of the Arm acquisition termination cost recorded in the first quarter offiscal year 2023,which did not result in a tax benefit,and the increased impact of tax bene

214、fits from stock-based compensation,partially offset bydecreased tax benefits impact from the foreign-derived intangible income deduction and the U.S.federal research tax credit.Liquidity and Capital Resources April 30,2023January 29,2023(In millions)Cash and cash equivalents$5,079$3,389 Marketable s

215、ecurities10,241 9,907 Cash,cash equivalents and marketable securities$15,320$13,296 Three Months EndedApril 30,2023May 1,2022(In millions)Net cash provided by operating activities$2,911$1,731 Net cash provided by(used in)investing activities$(841)$2,612 Net cash used in financing activities$(380)$(2

216、,446)As of April 30,2023,we had$15.32 billion in cash,cash equivalents and marketable securities,an increase of$2.02 billion from the end of fiscalyear 2023.Our investment policy requires the purchase of highly rated fixed income securities,the diversification of investment types and creditexposures

217、,and certain maturity limits on our portfolio.Cash provided by operating activities increased in the first quarter of fiscal year 2024 compared to the first quarter of fiscal year 2023,primarilydue to lower inventory prepayments and changes in inventory,partially offset by lower revenue.29Cash used

218、in investing activities increased in the first quarter of fiscal year 2024 compared to the first quarter of fiscal year 2023,primarily drivenby lower marketable securities sales and maturities,partially offset by lower purchases of marketable securities.Cash used in financing activities decreased in

219、 the first quarter of fiscal year 2024 compared to the first quarter of fiscal year 2023,whichprimarily reflects share repurchases in the first quarter of fiscal year 2023.LiquidityOur primary sources of liquidity are our cash and cash equivalents,our marketable securities,and the cash generated by

220、our operations.As ofApril 30,2023,we had$15.32 billion in cash,cash equivalents,and marketable securities.Our marketable securities consist of debt securitiesissued by the USG and its agencies,highly rated corporations and financial institutions,and foreign government entities,as well as certificate

221、s ofdeposit issued by highly rated financial institutions.These marketable securities are primarily denominated in U.S.dollars.Refer to Note 7 of theNotes to Condensed Consolidated Financial Statements for additional information.We believe that we have sufficient liquidity to meet ouroperating requi

222、rements for at least the next twelve months,and for the foreseeable future,including our future supply obligations and potentialsupplier and service provider prepayments.We continuously evaluate our liquidity and capital resources,including our access to external capital,to ensure we can finance fut

223、ure capital requirements.Except for approximately$1.38 billion of cash,cash equivalents,and marketable securities held outside the U.S.for which we have not accruedany related foreign or state taxes if we repatriate these amounts to the U.S.,substantially all of our cash,cash equivalents and marketa

224、blesecurities held outside of the U.S.as of April 30,2023 are available for use in the U.S.without incurring additional U.S.federal income taxes.Wehave deferred our federal income tax payments until October 2023 due to the disaster relief made available by the Internal Revenue Service.During the fir

225、st quarter of fiscal year 2024,we filed a Form S-3 shelf registration statement to replace the existing shelf that was expiring.We donot have any immediate plans to utilize this shelf once effective.Capital Return to ShareholdersDuring the first quarter of fiscal year 2024,we returned$99 million in

226、cash dividends.Our cash dividend program and the payment of future cashdividends under that program are subject to the continuing determination by our Board of Directors that the dividend program and the declarationof dividends thereunder are in the best interests of our shareholders.We did not repu

227、rchase any shares during the first quarter of fiscal year 2024.As of April 30,2023,we were authorized,subject to certainspecifications,to repurchase additional shares of our common stock up to$7.23 billion through December 2023.Outstanding Indebtedness and Commercial PaperOur aggregate debt maturiti

228、es as of April 30,2023,by year payable,are as follows:April 30,2023(In millions)Due in one year$1,250 Due in one to five years2,250 Due in five to ten years4,000 Due in greater than ten years3,500 Unamortized debt discount and issuance costs(46)Net carrying amount10,954 Less short-term portion(1,250

229、)Total long-term portion$9,704 We expect to repay$1.25 billion of debt due in the second quarter of fiscal year 2024.We have a$575 million commercial paper program to support general corporate purposes.As of April 30,2023,we had not issued anycommercial paper.30Material Cash Requirements and Other O

230、bligationsWe have unrecognized tax benefits of$1.11 billion,which includes related interest and penalties of$109 million recorded in non-current incometax payable as of April 30,2023.We are unable to reasonably estimate the timing of any potential tax liability,interest payments,or penalties inindiv

231、idual years due to uncertainties in the underlying income tax positions and the timing of the effective settlement of such tax positions.Weare currently under examination by the Internal Revenue Service for our fiscal years 2018 and 2019.Refer to Note 6 of the Notes to CondensedConsolidated Financia

232、l Statements for further information.Other than the contractual obligations described above,there were no material changes outside the ordinary course of business in ourcontractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 29,2023.Refer to I

233、tem 7,“Managements Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources”in our AnnualReport on Form 10-K for the fiscal year ended January 29,2023 for a description of our contractual obligations.For a description of ouroperating lease obligations,

234、long-term debt,and purchase obligations,refer to Note 3,Note 12,and Note 13 of the Notes to CondensedConsolidated Financial Statements,respectively.Climate ChangeTo date,there has been no material impact to our results of operations associated with global sustainability regulations,compliance,costs

235、fromsourcing renewable energy or climate-related business trends.Adoption of New and Recently Issued Accounting PronouncementsThere has been no adoption of any new and recently issued accounting pronouncements.ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInvestment and Interest R

236、ate RiskFinancial market risks related to investment and interest rate risk are described in Part II,Item 7A,“Quantitative and Qualitative DisclosuresAbout Market Risk”in our Annual Report on Form 10-K for the fiscal year ended January 29,2023.As of April 30,2023,there have been nomaterial changes t

237、o the financial market risks described as of January 29,2023.Foreign Exchange Rate RiskThe impact of foreign currency transactions related to foreign exchange rate risk is described in Part II,Item 7A,“Quantitative and QualitativeDisclosures About Market Risk”in our Annual Report on Form 10-K for th

238、e fiscal year ended January 29,2023.As of April 30,2023,there havebeen no material changes to the foreign exchange rate risks described as of January 29,2023.ITEM 4.CONTROLS AND PROCEDURESControls and ProceduresDisclosure Controls and ProceduresBased on their evaluation as of April 30,2023,our manag

239、ement,including our Chief Executive Officer and Chief Financial Officer,has concludedthat our disclosure controls and procedures(as defined in Exchange Act Rule 13a-15(e)and 15d-15(e)were effective to provide reasonableassurance.Changes in Internal Control Over Financial ReportingThere were no chang

240、es that occurred during the first quarter of fiscal year 2024 that have materially affected,or are reasonably likely tomaterially affect,our internal control over financial reporting.In fiscal year 2022,we began an upgrade of our enterprise resource planning,orERP,system,which will update much of ou

241、r existing core financial systems.The ERP system is designed to accurately maintain our financialrecords used to report operating results.The upgrade will occur in phases.We will continue to evaluate each quarter whether there are changesthat materially affect our internal control over financial rep

242、orting.31Inherent Limitations on Effectiveness of ControlsOur management,including our Chief Executive Officer and Chief Financial Officer,does not expect that our disclosure controls and proceduresor our internal controls,will prevent all error and all fraud.A control system,no matter how well conc

243、eived and operated,can provide onlyreasonable,not absolute,assurance that the objectives of the control system are met.Further,the design of a control system must reflect thefact that there are resource constraints,and the benefits of controls must be considered relative to their costs.Because of th

244、e inherent limitationsin all control systems,no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,if any,withinNVIDIA have been detected.PART II.OTHER INFORMATIONITEM 1.LEGAL PROCEEDINGSRefer to Part I,Item 1,Note 13 of the Notes to Condensed Consol

245、idated Financial Statements for a discussion of significant developments in ourlegal proceedings since January 29,2023.Also refer to Item 3,“Legal Proceedings”in our Annual Report on Form 10-K for the fiscal year endedJanuary 29,2023 for a prior discussion of our legal proceedings.ITEM 1A.RISK FACTO

246、RSOther than the risk factors listed below,there have been no material changes from the risk factors previously described under Item 1A of ourAnnual Report on Form 10-K for the fiscal year ended January 29,2023.Purchasing or owning NVIDIA common stock involves investment risks including,but not limi

247、ted to,the risks described in Item 1A of our AnnualReport on Form 10-K for the fiscal year ended January 29,2023,and below.Additionally,any one of those risks could harm our business,financial condition and results of operations or reputation,which could cause our stock price to decline.Additional r

248、isks,trends and uncertaintiesnot presently known to us or that we currently believe are immaterial may also harm our business,financial condition,results of operations orreputation.Failure to meet the evolving needs of our industry and markets may adversely impact our financial results.Our accelerat

249、ed computing platforms experience rapid changes in technology,customer requirements,competitive products,and industrystandards.Our success depends on our ability to:timely identify industry changes,adapt our strategies,and develop new or enhance and maintain existing products and technologies thatme

250、et the evolving needs of these markets,including due to unexpected changes in industry standards or disruptive technologicalinnovation that could render our products incompatible with products developed by other companies;develop or acquire new products and technologies through investments in resear

251、ch and development;launch new offerings with new business models including standalone software,cloud solutions,and software-,infrastructure-,orplatform-as-a-service solutions;expand the ecosystem for our products and technologies;meet evolving and prevailing customer and industry safety,security,rel

252、iability expectations,and compliance standards;manage product and software lifecycles to maintain customer and end user satisfaction;develop,acquire,and maintain the internal and external infrastructure needed to scale our business,including our acquisitionsintegrations,customer support,e-commerce,I

253、P licensing capabilities and cloud service capacity;andcomplete technical,financial,operational,compliance,sales and marketing investments for the above activities.32We have invested in research and development in markets where we have a limited operating history,which may not produce meaningfulreve

254、nue for several years,if at all.If we fail to develop or monetize new products and technologies,or if they do not become widely adopted,ourfinancial results could be adversely affected.Obtaining design wins may involve a lengthy process and depend on our ability to anticipate andprovide features and

255、 functionality that customers will demand.They also do not guarantee revenue.Failure to obtain a design win may preventus from obtaining future design wins in subsequent generations.We cannot ensure that the products and technologies we bring to market willprovide value to our customers and partners

256、.If we fail any of these key success criteria,our financial results may be harmed.We offer enterprise customers NVIDIA AI cloud services directly and through our network of partners.Examples of these services includeNVIDIA DGX Cloud,which includes cloud-based infrastructure and software for training

257、 and deploying AI models,and NVIDIA AI Foundations forcustomizable pretrained AI models.We have partnered with cloud service providers to host these services in their data centers,and we enteredand may continue to enter into multi-year cloud service agreements to support these offerings and our rese

258、arch and development activities.Thetiming and availability of these cloud services has changed and may continue to change,impacting revenue,expenses and developmenttimelines.NVIDIA AI cloud services may not be successful and will take time,resources and investment.We also offer or plan to offer stan

259、dalonesoftware solutions including NVIDIA AI Enterprise,NVIDIA Omniverse,NVIDIA DRIVE,and several other software solutions.These newbusiness models or strategies may not be successful and we may fail to sell any meaningful standalone software or services.We may incursignificant costs and may not ach

260、ieve any significant revenue from these offerings.Failure to estimate customer demand properly has led and could lead to mismatches between supply and demand.We use third parties to manufacture and assemble our products,and we have had and may in the future have long manufacturing lead times.We are

261、not provided guaranteed wafer,component and capacity supply,and our supply deliveries and production may be non-linear within aquarter or year.If our estimates of customer demand are ultimately inaccurate,as we have experienced from time to time,there could be asignificant mismatch between supply an

262、d demand.This mismatch has resulted in both product shortages and excess inventory,has variedacross our market platforms,and has significantly harmed our financial results.We build finished products and maintain inventory in advance of anticipated demand.While we have in the past entered and may in

263、the futureenter into long-term supply and capacity commitments,we may not be able to secure sufficient commitments for capacity to address ourbusiness needs or our long-term demand expectations may change.Additionally,our ability to sell certain products has been and could beimpeded if components fr

264、om third parties that are necessary for the finished product are not available.In periods of shortages impacting thesemiconductor industry and/or limited supply or capacity in our supply chain,the lead times on our orders may be extended.We have previouslyexperienced extended lead times of more than

265、 12 months.We have paid premiums and provided deposits to secure future supply and capacity,which have increased our product costs and may continue to do so.We may not have the ability to reduce our supply commitments at the samerate or at all if our revenue declines.Many additional factors have cau

266、sed and/or could in the future cause us to either underestimate or overestimate our customers future demandfor our products,or otherwise cause a mismatch between supply and demand for our products and impact the timing and volume of our revenue,including:competing technologies and competitor product

267、 releases and announcements;changes in business and economic conditions resulting in decreased end demand;sudden or sustained government lockdowns or actions to control case spread of global or local health issues;rapidly changing technology or customer requirements;time to market;new product introd

268、uctions and transitions resulting in less demand for existing products;new or unexpected end use cases;33increase in demand for competitive products,including competitive actions;business decisions made by third parties;the demand for accelerated or AI-related cloud services,including our own softwa

269、re and AI cloud service offerings;changes that impact the ecosystem for the architectures underlying our products and technologies;the demand for our products relating to cryptocurrency mining;orgovernment actions or changes in governmental policies,such as increased restrictions on gaming usage.Our

270、 supply,which includes inventory on hand,purchase obligations and prepaid supply and capacity agreements,has grown significantly due torecent supply chain conditions and long lead times,complexity of our products,and changes in demand.We have entered and expect tocontinue to enter into supplier and

271、capacity prepayment arrangements.We have procured substantially higher Data Center supply for thesecond half compared to the first half of fiscal year 2024.We may incur inventory provisions or impairments if our inventory or supply andcapacity commitments are misaligned with demand for our products.

272、Our demand predictions may not be correct,as we have experienced from time to time.Product transitions are complex and can negativelyimpact our revenue as we often ship both new and prior architecture products simultaneously and we and our channel partners prepare to shipand support new products.Our

273、 architecture transitions of Data Center,Professional Visualization,and Gaming products may impair our ability topredict demand and impact our supply mix.Qualification time for new products,customers anticipating product transitions and channel partnersreducing channel inventory of prior architectur

274、es ahead of new product introductions can create reductions or volatility in our revenue.We haveexperienced and may in the future experience reduced demand for current generation architectures when customers anticipate transitions,andwe may be unable to sell multiple product architectures at the sam

275、e time for current and future architecture transitions.If we are unable toexecute our architectural transitions as planned for any reason,our financial results may be negatively impacted.In addition,the bring up of newproduct architectures is complex due to functionality challenges and quality conce

276、rns not identified in manufacturing testing.These productquality issues may incur costs,increase our warranty costs,and delay further production of our architecture.While we have managed priorproduct transitions and have previously sold multiple product architectures at the same time,these transitio

277、ns are difficult,and we may incuradditional costs.We sell most of our products through channel partners,who sell to distributors,retailers,and/or end customers.As a result,the decisions madeby our channel partners,distributors,retailers,and in response to changing market conditions and changes in en

278、d user demand for our productshave impacted and could in the future continue to impact our ability to properly forecast demand,particularly as they are based on estimatesprovided by various downstream parties.If we underestimate our customers future demand for our products,our foundry partners may n

279、ot have adequate lead-time or capacity toincrease production and we may not be able to obtain sufficient inventory to fill orders on a timely basis.Even if we are able to increaseproduction levels to meet customer demand,we may not be able to do so in a cost-effective or timely manner,or our contrac

280、t manufacturersmay experience supply constraints.If we fail to fulfill our customers orders on a timely basis,or at all,our customer relationships could bedamaged,we could lose revenue and market share and our reputation could be harmed.Additionally,since some of our products are part of acomplex da

281、ta center buildout,supply constraints or availability issues with respect to any one component have had and may have a broaderrevenue impact.If we overestimate our customers future demand for our products,or if customers cancel or defer orders or choose to purchase from ourcompetitors,we may not be

282、able to reduce our inventory or other contractual purchase commitments.In the past,we have experienced areduction in average selling prices,including due to channel pricing programs that we have implemented and may continue to implement,as aresult of our overestimation of future demand,and we may ne

283、ed to continue these reductions.We have had to increase prices for certain of ourproducts as a result of our suppliers increase in prices,and we may need to continue to do so for other products in the future.We have alsowritten-down our inventory,incurred cancellation34penalties,and recorded impairm

284、ents.These impacts were amplified by our placement of non-cancellable and non-returnable purchasing terms,well in advance of our historical lead times and could be exacerbated if we need to make changes to the design of future products.The risk ofthese impacts has increased as our purchase obligatio

285、ns and prepaids have grown and become a greater portion of our total supply.All of thesefactors may negatively impact our gross margins and financial results.We build technology and products for use cases and applications that may be new or may not yet exist,such as our Omniverse platform,third-part

286、y large language models and generative AI models.Our demand estimates for these use cases and applications can be incorrect and createvolatility in our revenue or supply levels,and we may not be able to generate significant revenue from these use cases and applications.Newtechnologies such as genera

287、tive AI models have emerged,and while they have driven increased demand for compute infrastructure,the long-term trajectory is unknown.Because our products may be used in multiple use cases and applications,it is difficult for us to estimate with anyreasonable degree of precision the impact of gener

288、ative AI models on our reported revenue or forecasted demand.Challenges in estimating demand could become more pronounced or volatile in the future on both a global and regional basis.Extended leadtimes may occur if we experience other supply constraints caused by natural disasters,pandemics or othe

289、r events.In addition,geopoliticaltensions,such as those involving Taiwan and China,which comprise a significant portion of our revenue and where we have suppliers,contractmanufacturers,and assembly partners who are critical to our supply continuity,could have a material adverse impact on us.The use

290、of our GPUs other than that for which they were designed and marketed,including new and unexpected use cases,has impacted andcan in the future impact demand for our products,including by leading to inconsistent spikes and drops in demand.For example,several yearsago,our Gaming GPUs began to be used

291、for mining digital currencies such as Ethereum.It is difficult for us to estimate with any reasonabledegree of precision the past or current impact of cryptocurrency mining,or forecast the future impact of cryptocurrency mining,on demand forour products.Volatility in the cryptocurrency market,includ

292、ing new compute technologies,price changes in cryptocurrencies,governmentcryptocurrency policies and regulations,new cryptocurrency standards,and changes in the method of verifying blockchain transactions,hasimpacted and can in the future impact cryptocurrency mining and demand for our products and

293、can further impact our ability to estimate demandfor our products.Changes to cryptocurrency standards and processes including,but not limited to,the Ethereum 2.0 merge in 2022,havereduced and may in the future decrease the usage of GPUs for Ethereum mining.This has created and may in the future crea

294、te increasedaftermarket sales of our GPUs,which could negatively impact retail prices for our GPUs and reduce demand for our new GPUs.We previouslyintroduced Lite Hash Rate,or LHR,GeForce GPUs with limited Ethereum mining capability and provided CMP products in an effort to addressdemand from gamers

295、 and direct miners to CMP.Following the Ethereum 2.0 merge,NVIDIA Ampere and Ada Lovelace GPU architectures nolonger include LHR.In general,our new products or previously sold products may be resold online or on the unauthorized“gray market,”whichalso makes demand forecasting difficult.Gray market p

296、roducts and reseller marketplaces compete with our new products and distributionchannels.Additionally,we depend on developers,customers,and other third parties to build,enhance,and maintain accelerated computing applicationsthat leverage our platforms.We also rely on third-party content providers an

297、d publishers to make their content available on our platforms such asGeForce NOW.Failure by developers,customers,and other third parties to build,enhance,and maintain applications that leverage ourplatforms,or failure by third-party content providers or publishers to make their content available on

298、reasonable terms or at all for use by ourcustomers or end users on our platforms,could adversely affect customer demand.Adverse economic conditions may harm our business.Economic and industry uncertainty or changes,including recession or slowing growth,inflation,changes or uncertainty in fiscal,mone

299、tary,ortrade policy,disruptions to capital markets and the banking system,currency fluctuations,higher interest rates,tighter credit,lower capitalexpenditures by businesses,including on IT infrastructure,increases in unemployment,labor shortages,and lower consumer confidence andspending,have in the

300、past and/or could in the future have adverse,wide-ranging effects on our business and financial results,including:35increased costs for wafers,components,logistics,and other supply chain expenses,which have negatively impacted our gross marginand may continue to do so;increased supply,employee,facil

301、ities and infrastructure costs and volatility in the financial markets,which have reduced and may in thefuture reduce our margins;decrease in demand for our products,services and technologies and those of our customers,partners or licensees;the inability of our suppliers to deliver on their supply c

302、ommitments to us and our customers or our licensees inability to supply productsto customers and/or end users;limits on our ability to forecast operating results and make business decisions;the insolvency of key suppliers,distributors,customers,cloud service providers,data center providers,licensing

303、 parties,or other thirdparties we rely on;reduced profitability may also cause some customers to scale back operations,exit businesses,or file for bankruptcyprotection and potentially cease operations;lead to mergers,consolidations or strategic alliances among other companies,which couldadversely af

304、fect our ability to compete effectively;andincreased credit and collectability risks,higher borrowing costs or reduced availability of capital markets,reduced liquidity,adverseimpacts on our suppliers,failures of counterparties including financial institutions and insurers,asset impairments,and decl

305、ines in thevalue of our financial instruments.Adverse developments affecting financial institutions,such as bank failures,or concerns orspeculation about similar events or risks,could lead to market-wide liquidity problems and other disruptions,which could impact ourcustomers ability to fulfill thei

306、r payment obligations to us,our vendors ability to fulfill their contractual obligations to us,or our ability tofulfill our own obligations.Additionally,we maintain an investment portfolio of various holdings,types,and maturities.These investments are subject to general credit,liquidity,market,and i

307、nterest rate risks,which may be exacerbated by market downturns or events that affect global financial markets asdescribed above.A majority of our investment portfolio comprises U.S.government securities.A decline in global financial markets for longperiods or a downgrade of the U.S.government credi

308、t rating due to an actual or threatened default on government debt could result in higherinterest rates,a decline in the value of the U.S.dollar,reduced market liquidity,or other adverse conditions.These factors could cause anunrealized or realized loss position in our investments or require us to r

309、ecord impairment charges.Product,system security,and data protection breaches,as well as cyber-attacks,have the potential to disrupt our operations,reduceour expected revenue,increase our expenses,and significantly harm our business and reputation.Security breaches,computer malware,social-engineerin

310、g attacks,denial-of-service attacks,software bugs,server malfunctions,software orhardware failures,loss of data or other information technology assets,and other cyber-attacks are increasingly sophisticated,making it moredifficult to successfully detect,defend against them or implement adequate preve

311、ntative measures.Cyber-attacks,including ransomware attacks by organized criminal threat actors,nation-states,and nation-state-supported actors,may becomemore prevalent and severe.Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack,or ifresto

312、ring from backups is delayed or not feasible.Individuals,groups of hackers and sophisticated organizations,including nation-states and nation-state-supported actors,and other threat actorsnow engage and are expected to continue to engage in cyber-attacks.Additionally,some actors are using AI technol

313、ogy to launch moreautomated,targeted and coordinated attacks.Due to geopolitical conflicts and during times of war or other major conflicts,we and the thirdparties upon which we rely may be vulnerable to a heightened risk of cyber-attacks that could materially disrupt our ability to provide services

314、and products.We may also face cybersecurity threats due to error or intentional misconduct by employees,contractors,or other third-partyservice providers.Furthermore,we rely on products and services provided by third-party suppliers to operate certain critical business systems,including without limi

315、tation,cloud-based infrastructure,encryption and authentication technology,employee email,and other functions,whichexposes us to supply-chain attacks or other business36disruptions.We cannot guarantee that third parties and infrastructure in our supply chain or our partners supply chains have not be

316、encompromised or that they do not contain exploitable defects or bugs that could result in a breach of or disruption to our information technologysystems,including our products and services,or the third-party information technology systems that support our services.We may alsoincorporate third party

317、 data into our AI algorithms or use open-source datasets to train our algorithms;these datasets may be flawed,insufficient,or contain certain biased information.We may have limited insight into the data privacy or security practices of third-party data suppliers for ourAI algorithms.Our ability to m

318、onitor these third parties information security practices is limited,and they may not have adequate informationsecurity measures in place.In addition,if one of our third-party suppliers suffers a security breach,our response may be limited or more difficultbecause we may not have direct access to th

319、eir systems,logs and other information related to the security breach.Additionally,we areincorporated into the supply chain of a large number of entities worldwide and,as a result,if our products or services are compromised,asignificant number of our customers and their data could be affected,which

320、could result in potential liability and harm our business.To defend against cyber-attacks,we must continuously engineer more secure products and enhance security and reliability features,which isexpected to result in increased expenses.We must also continue to develop our security measures,including

321、 training programs and securityawareness initiatives,to ensure our suppliers have appropriate security measures in place,and continue to meet the evolving securityrequirements of our customers,applicable industry standards,and government regulations.While we invest in training programs and securitya

322、wareness initiatives and take steps to detect and remediate certain vulnerabilities that we have identified,we may not always be able to preventthreats or detect all vulnerabilities in our security controls,systems or software,including third-party software we have installed,as such threatsand techn

323、iques change frequently and may not be detected until after a security incident has occurred.Further,we may experience delays indeveloping and deploying remedial measures designed to address identified vulnerabilities.These vulnerabilities could result in reputational andfinancial harm.We hold confi

324、dential,sensitive,personal,and proprietary information,including information from partners and customers.Breaches of oursecurity measures,along with reported or perceived vulnerabilities or unapproved dissemination of proprietary information or sensitive orconfidential data about us or third parties

325、 could expose us and the parties affected to a risk of loss or misuse of this information,potentiallyresulting in litigation and subsequent liability,regulatory inquiries or actions,damage to our brand and reputation or other harm,includingfinancial,to our business.For example,we hold proprietary ga

326、me source code from third-party partners in our GFN service.Breaches of ourGFN security measures,which have happened in the past,could expose our partners to a risk of loss or misuse of this source code,damageboth us and our partners,and expose NVIDIA to potential litigation and liability.If we or a

327、 third party we rely on experience a security incident,which has occurred in the past,or are perceived to have experienced a security incident,we may experience adverse consequences,includinggovernment enforcement actions,additional reporting requirements and/or oversight,restrictions on processing

328、data,litigation,indemnificationobligations,reputational harm,diversion of funds,financial loss,loss of data,material disruptions in our systems and operations,supply chain,and ability to produce,sell and distribute our goods and services,and other similar harms.Inability to fulfill orders,delayed sa

329、les,lower marginsor lost customers as a result of these disruptions could adversely affect our financial results,stock price and reputation.In addition toexperiencing a security incident,third parties may gather,collect,or infer sensitive information about us from public sources,data brokers,orother

330、 means that reveals competitively sensitive details about our organization and could be used to harm our business.Business disruptions could harm our operations,lead to a decline in revenue and increase our costs.Our worldwide operations could be disrupted by natural disasters and extreme weather co

331、nditions,power or water shortages,telecommunications failures,supplier disruptions,terrorist attacks,or acts of violence,political and/or civil unrest,acts of war or other militaryactions,epidemics or pandemics,abrupt regulatory deterioration,and other natural or man-made disasters and catastrophic

332、events.Ourcorporate headquarters,a large portion of our current data center capacity,and a portion of our research and development activities are locatedin California,and other critical business operations,finished goods inventory,and some of our suppliers are located in Asia,making ouroperations vu

333、lnerable to natural disasters such as earthquakes,wildfires,or other business disruptions occurring in these geographical areas.Catastrophic events can also have an impact on third-party vendors who provide us critical infrastructure services for IT and research anddevelopment systems and personnel.Geopolitical and domestic political developments and other events beyond our control,can increaseeco