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FORM 10−K
NVIDIA CORP − NVDA
Filed: March 22, 2005 (period: January 30, 2005)
Annual report which provides a comprehensive overview of the company for the past year

Table of contents

  • Page 1
    FORM 10âˆ'K NVIDIA CORP âˆ' NVDA Filed: March 22, 2005 (period: January 30, 2005) Annual report which provides a comprehensive overview of the company for the past year

  • Page 2
    ... 4. BUSINESS PROPERTIES LEGAL PROCEEDINGS SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND...

  • Page 3
    EXâˆ'23.2 (Consents of experts and counsel) EXâˆ'31.1 EXâˆ'31.2 EXâˆ'32.1 EXâˆ'32.2

  • Page 4
    ... number: 0âˆ'23985 NVIDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 94âˆ'3177549 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2701 San Tomas Expressway Santa Clara, California 95050 (408) 486âˆ'2000 (Address...

  • Page 5

  • Page 6
    ... 7a. Item 8. Item 9. Item 9a. Item 9b. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Repurchases of Equity Securities Selected Financial Data Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures...

  • Page 7
    ...means only the parent company. NVIDIA, GeForce, SLI, GoForce, NVIDIA Quadro, NVIDIA nForce, TurboCache, PureVideo and the NVIDIA logo are our trademarks or registered trademarks in the United States and other countries that are used in this document. We also refer to trademarks of other corporations...

  • Page 8
    ... NVIDIA nForce family of MCPs has received hundreds of editorial recommendations, including more than 50 prestigious Editors' Choice Awards. NVIDIA nForce2 products are designed to offer bestâˆ'inâˆ'class performance and feature rich media and communications support for AMD Sempron platforms. NVIDIA...

  • Page 9
    ... hardware and software technology that we believe is redefining the price/performance metrics for mainstream PCs. TurboCache technology allows the GPU to render directly to system memory instead of using local frame buffer memory on the graphics card, thereby lowering onâˆ'board memory requirements...

  • Page 10
    ... superior performance and address the key requirements of each of the product segments we serve, we will accelerate the adoption of highâˆ'definition digital media platforms and devices throughout these segments. We combine scalable architectural technology with mass market economiesâˆ'ofâˆ'scale to...

  • Page 11
    ... and address customer needs with future generations of our products. Sustain Technology and Product Leadership in 3D Graphics and Highâˆ'Definition Video, and Media Communications and Ultraâˆ'Low Power. We are focused on using our advanced engineering capabilities to accelerate the quality and...

  • Page 12
    ... addâˆ'in board manufacturer customers from our Santa Clara, California warehouse and thirdâˆ'party warehouse in Hong Kong. Generally, these manufacturers assemble and test the boards based on our design kit and test specifications, and then ship the products to retailers, system integrators or OEMs...

  • Page 13
    ...rapid technological change, evolving industry standards and declining average selling prices. We believe that the principal competitive factors in this market are performance, breadth of product offerings, access to customers and distribution channels, backwardâˆ'forward software support, conformity...

  • Page 14
    ... performance. We now report three productâˆ'line operating segments: the GPU business, which is composed of products that support desktop PCs, notebook PCs and professional workstations; the MCP business, which is composed of NVIDIA nForce and Xbox products; and the WMP business, which supports...

  • Page 15
    ...Product Marketing, at Silicon Graphics, Inc., a computing technology company. From 1983 to 1988, Mr. Vivoli held various marketing positions at Hewlettâˆ'Packard Company. Mr. Vivoli holds a B.S.E.E. degree from the University of Illinois at Champaignâˆ'Urbana. Available Information Our Annual Report...

  • Page 16
    ..., NVIDIA Corporation and one of our indirect subsidiaries entered into an agreement to purchase certain graphics chip assets from 3dfx. The 3dfx asset purchase closed on April 18, 2001. In May 2002, we were served with a complaint filed by the landlord of 3dfx's San Jose, California commercial real...

  • Page 17
    ...the various parties, in January 2005, the district court judge entered Docket Control and Discovery Orders in the three lawsuits. The PC Makers case now involves four separate patents and is currently scheduled for trial beginning on September 11, 2006. The Game Console Case involves a single patent...

  • Page 18
    ... 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER REPURCHASES OF EQUITY SECURITIES Our common stock is traded on the Nasdaq National Market under the symbol NVDA. Public trading of our common stock began on January 22, 1999. Prior to that, there was no public market...

  • Page 19
    ... capital. During fiscal 2005, we repurchased 2.1 million shares for a total cost of approximately $24.6 million. We did not repurchase any shares during the fourth quarter of fiscal 2005. Total Number of Shares Purchased as Part of Publicly Announced Plans of Programs 1,075,000 819,253 190,100 2,084...

  • Page 20
    ...,107 Cash dividends declared per common share A) Fiscal 2004 included a charge of $3.5 million related to the writeâˆ'off of acquired research and development expense from the purchase of MediaQ, Inc. that had not yet reached technological feasibility and has no alternative future use. (B) Fiscal...

  • Page 21
    ..., we introduced a version of the GeForce 6200 with TurboCache technology. NVIDIA TurboCache technology is a new, patent pending hardware and software technology, which allows a GPU to render directly to system memory instead of using local memory on the graphics card. Many of the world's leading PC...

  • Page 22
    ... a critical role in the cellular phone industry. Scalable Link Interface Technology In June 2004, we unveiled a new scalable link interface, or SLI, technology that takes advantage of the increased bandwidth of the PCI Express bus architecture to allow two NVIDIAâˆ'based graphics cards to operate in...

  • Page 23
    ... platforms. The NVIDIA nForce Professional MCP family includes the NVIDIA nForce Professional 2200 and the 2050 MCP. Shareâˆ'Based Payment Since inception, we have used stock options and our employee stock purchase program as fundamental components of our compensation packages. To date we generally...

  • Page 24
    ... of performance for high bandwidth applications like graphics and networking. The transition to PCI Express, which is extremely complex, is central to our GPU and MCP objectives this fiscal year. We initiated this transition by creating our GeForce PCX series of GPUs, using HSI technology. During...

  • Page 25
    ...for product returns. License and Development Revenue For license arrangements that require significant customization of our intellectual property components, we generally recognize license revenue using the percentageâˆ'ofâˆ'completion method of accounting over the period that services are performed...

  • Page 26
    ... about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions. If actual market conditions are less favorable than those projected by management, or if our future product purchase commitments to our suppliers exceed our forecasted future demand...

  • Page 27
    Goodwill Our impairment review process compares the fair value of the reporting unit in which the goodwill resides to its carrying value. We determined that our reporting units are equivalent to our operating segments for the purposes of completing our Statement of Financial Accounting Standards No....

  • Page 28
    ..., we began reporting three productâˆ'line operating segments: the GPU business, which is composed of products that support desktop PCs, notebook PCs and professional workstations; the MCP business, which is composed of NVIDIA nForce products and Xbox related products; and the WMP business, which is...

  • Page 29
    .... Companyâˆ'wide efforts were made to drive down cost and improve gross margin and, as a result, during fiscal 2005, we were able to improve our gross margin. In addition, in fiscal 2005, we realized increased sales of our performance GeForce FX desktop GPU products and began shipping our GeForce...

  • Page 30
    ...benefits Computer software and lab equipment New product...product developments costs related to an overall increase in the number of product tapeâˆ'outs and in prototype materials. Depreciation and amortization increased $11.5 million due to emulation hardware and software programs that were purchased...

  • Page 31
    ... that had not yet reached technological feasibility and has no alternative future use. In accordance with SFAS No. 2, Accounting for Research and Development Costs, as clarified by FIN 4, Applicability of SFAS No. 2 to Business Combinations Accounted for by the Purchase Method an interpretation of...

  • Page 32
    ... was implemented in order to improve employee morale by realigning the cash and equity components of our compensation programs, eliminate significant outâˆ'ofâˆ'theâˆ'money options and reduce the number of outstanding stock options relative to the number of shares outstanding, or "options overhang...

  • Page 33
    ... million MediaQ IPR&D writeâˆ'off for which no tax benefit was recognized, the $75.0 million income tax benefit of certain tax contingencies as a result of settlement of our federal income tax return exam by the Internal Revenue Service, or IRS, the $38.2 million income tax expense for the accrual...

  • Page 34
    ... for purchases of software licenses, emulation equipment, computer and engineering workstations. In addition, we may continue to use cash in connection with the acquisition of new businesses or assets. Financing activities provided cash of $13.8 million during fiscal 2005 compared to cash used of...

  • Page 35
    ... in the applicable prospectus supplement, we intend to use the proceeds for working capital and general corporate purposes. 3dfx Asset Purchase The 3dfx asset purchase closed on April 18, 2001. Under the terms of the Asset Purchase Agreement, the cash consideration due at the closing was $70...

  • Page 36
    ... income (loss) per share in Note 1 of the Notes to the Consolidated Financial Statements under the subheading "Stockâˆ'Based Compensation." SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as...

  • Page 37
    ... resources to the production of products without having received advance purchase commitments from customers. Any inability to sell products to which we have devoted significant resources could harm our business. In addition, cancellation or deferral of product orders could result in our holding...

  • Page 38
    ... process technologies in order to improve performance and reduce costs. We currently use 0.15 micron, 0.14 micron, 0.13 micron and 0.11 micron process technologies for our family of GPUs, MCPs and WMPs. The majority of our newest GPUs, the GeForce 6 series, GeForce FX and the GeForce FX Go products...

  • Page 39
    ... defending intellectual property and other types of lawsuits; • availability of licenses at commercially reasonable terms for the continued sale or development of new products; • customer receivable bad debt writeâˆ'offs; • costs associated with the repair and replacement of defective products...

  • Page 40
    ... to ramp up sales of our PCI Express products during the second quarter of fiscal 2005, but as a result of Intel's delayed PCI Express chipset production, followed by their product recall, the performance desktop segment was impacted by stalling our customers' production ramp of our GeForce PCX GPUs...

  • Page 41
    ... of performance for high bandwidth applications like graphics and networking. The transition to PCI Express, which is extremely complex, is central to our GPU and MCP objectives this fiscal year. We initiated this transition by creating our GeForce PCX series of GPUs, using HSI technology. During...

  • Page 42
    ... customers include a large number of OEMs and system integrators throughout the world. Our sales process involves achieving key design wins with leading PC OEMs and major system builders and supporting the product design into high volume production with key CEMs, ODMs, motherboard and addâˆ'in board...

  • Page 43
    ... we have acquired and invested in other businesses that offered products, services and technologies that we believed would help expand or enhance our products and services or help expand our distribution channels. We may enter into future acquisitions of, or investments in, businesses, in order to...

  • Page 44
    ... that the principal competitive factors in this market are performance, breadth of product offerings, access to customers and distribution channels, backwardâˆ'forward software support, conformity to industry standard Application Programming Interfaces, or APIs, manufacturing capabilities, price of...

  • Page 45
    ... greater marketing, financial, distribution and manufacturing resources than we do and may be more able to adapt to customer or technological changes. Our current competitors include the following suppliers of MCPs that incorporate a combination of 3D graphics, networking, audio, communications and...

  • Page 46
    ... the publication of competitive industry benchmark results, changes in dynamic randomâˆ'access memory devices pricing and other changes in the total system cost of addâˆ'in boards, as well as by severe price competition and by frequent new technology and product introductions. Only a small number of...

  • Page 47
    ... impacted. We also have sales offices in several international locations including Taiwan, Russia, Japan, China, Hong Kong, Germany, France and the United Kingdom. We have a design center in Germany and recently opened a design center in India. Our international operations are subject to the...

  • Page 48
    ... reported operating results. Since inception, we have used stock options and our employee stock purchase program as fundamental components of our compensation packages. To date we generally have not recognized compensation cost for employee stock options or shares sold pursuant to our employee stock...

  • Page 49
    ...will continue to defend ourselves vigorously. In August 2004, a Texas limited partnership named American Video Graphics, LP, or AVG, filed three separate complaints for patent infringement against various corporate defendants (not including NVIDIA) in the United States District Court for the Eastern...

  • Page 50
    ...position and our business could suffer. We have agreed to indemnify certain customers for certain claims of infringement arising out of sale of our products. We may be involved in future lawsuits or other legal proceedings alleging patent infringement or other intellectual property rights violations...

  • Page 51
    ... of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 30, 2005 based on the criteria set forth in Internal Control âˆ' Integrated Framework issued...

  • Page 52
    ... objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls...

  • Page 53
    ...Identification of Executive Officers Reference is made to the information regarding executive officers appearing under the heading "Executive Officers of the Registrant" in Part I of this Annual Report..."Security Ownership of Certain Beneficial Owners and Management" and "Equity Compensation Plan ...

  • Page 54
    PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES Page (a) 1. Consolidated Financial Statements Report of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP Report of Independent Registered Public Accounting Firm, KPMG LLP Consolidated Balance Sheets as of January 30, ...

  • Page 55
    ...: We have completed an integrated audit of NVIDIA Corporation's fiscal 2005 consolidated financial statements and of its internal control over financial reporting as of January 30, 2005 in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions...

  • Page 56
    Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the ...

  • Page 57
    ... of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the...

  • Page 58
    NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) January 30, 2005 ASSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, less allowances of $13,153 and $11,731 in 2005 and 2004, respectively ...

  • Page 59
    NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (In thousands, except per share data) Year Ended January 30, 2005 Revenue Cost of revenue Cost of revenue related to stock option exchange (1) Gross profit Operating expenses: Research and development Sales, general and ...

  • Page 60
    ..., except share data) Accumulated Other Additional Deferred Compreâˆ' Paid in Compenâˆ' Treasury hensive Total Stockâˆ' holders' Total Compreâˆ' hensive Common Stock Shares Balances, January 27, 2002 Issuance of common stock from stock plans Stock option exchange offer Tax benefit from stock plans...

  • Page 61
    ... Sales and maturities of marketable securities Acquisition of businesses Purchases of property and equipment and intangible assets Release of restricted cash Net cash provided by (used in) investing activities Cash flows from financing activities: Redemption of convertible debenture Common stock...

  • Page 62
    ... CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS âˆ' (Continued) (In thousands) Other nonâˆ'cash activities: Acquisition of business âˆ' goodwill adjustment Assets recorded under capital lease arrangements Application of customer advance to accounts receivable Marketable security...

  • Page 63
    ... of Significant Accounting Policies Our Company NVIDIA Corporation is a worldwide leader in graphics and digital media processors dedicated to creating products that enhance the interactive experience on consumer and professional computing platforms. We design, develop and market graphics processing...

  • Page 64
    ... when purchased. Part of our portfolio includes equity investments in publicly traded companies. We classify our marketable securities at the date of acquisition in the availableâˆ'forâˆ'sale category as our intention is to convert them into cash for operations. These securities are reported at...

  • Page 65
    ...for product returns. License and Development Revenue For license arrangements that require significant customization of our intellectual property components, we generally recognize license revenue using the percentageâˆ'ofâˆ'completion method of accounting over the period that services are performed...

  • Page 66
    ...risk consist primarily of cash equivalents, marketable securities and trade accounts receivable. All marketable securities are held in our name, managed by several investment managers and held by one major financial institution under a custodial arrangement. Two customers accounted for approximately...

  • Page 67
    ... of cash, cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to their relatively short maturities as of January 30, 2005 and January 25, 2004. Marketable securities are comprised of availableâˆ'forâˆ'sale securities that are reported at...

  • Page 68
    ... and the effect of the method used on reported results. We use the intrinsic value method, as prescribed by Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, to account for our stockâˆ'based employee compensation plans. As such, compensation expense is recorded...

  • Page 69
    NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS âˆ' (Continued) For the purpose of the pro forma calculation the fair value of shares purchased under our Employee Stock Purchase Plan, or the Purchase Plan, has been estimated at the date of purchase using the Blackâˆ'...

  • Page 70
    ... income (loss) per share in Note 1 of the Notes to the Consolidated Financial Statements under the subheading "Stockâˆ'Based Compensation." SFAS No. 123(R) also requires the benefits of tax deductions in excess of recognized compensation cost to be reported as a financing cash flow, rather than as...

  • Page 71
    ...or 3D, and advanced video efforts, use existing MediaQ channel and design wins, and enhance MediaQ's PDA business through our existing OEM and ODM channels. The aggregate purchase price consisted of cash consideration of approximately $71.3 million, including $1.3 million of direct acquisition costs...

  • Page 72
    ... equal to the amount of such debts and liabilities and a reduced number of shares of our common stock, with such reduction calculated by dividing the cash payment by $25.00 per share. If 3dfx could not certify that all of its debts and liabilities had been provided for, or could not be satisfied...

  • Page 73
    ... of greater than three months when purchased and some equity investments. We classify our marketable securities at the date of acquisition in the availableâˆ'forâˆ'sale category as our intention is to convert them into cash for operations. These securities are reported at fair value with the related...

  • Page 74
    ...Cost Publicly traded equity securities Assetâˆ'backed securities Commercial paper Obligations of the United States government & its agencies United States corporate notes, bonds and obligations Money market Total Classified as: Cash equivalents Marketable securities...with loss positions is $...corporate...

  • Page 75
    ... value of cash equivalents and marketable securities classified as availableâˆ'forâˆ'sale at January 30, 2005 and at January 25, 2004 by expected maturity are shown below. All of our marketable securities are debt instruments with the exception of $0.9 million of publicly traded equity securities in...

  • Page 76
    ...358 $ 4,582 Accrued Liabilities: Accrued customer programs Deferred revenue Customer advances Taxes payable Accrued payroll and related expenses Deferred rent Other Total accrued liabilities Longâˆ'term Liabilities: Asset retirement obligation Technology licenses Total longâˆ'term liabilities 70

  • Page 77
    ...we announced that our Board of Directors had authorized a stock repurchase program to repurchase shares of our common stock, subject to certain specifications, up to an aggregate maximum amount of $300.0 million. During fiscal 2005, we repurchased 2.1 million shares for a total cost of approximately...

  • Page 78
    ...issuance of our common stock to employees and affiliates who are not directors, officers or 10% stockholders. The 2000 Plan provides for the issuance of nonstatutory stock options, stock bonuses and restricted stock purchase rights. Option grants issued under the 2000 plan generally expire in six to...

  • Page 79
    ...will be made out of the 1998 Plan. Employee Stock Purchase Plan In February 1998, our Board of Directors approved the 1998 Employee Stock Purchase Plan, or the Purchase Plan. In June 1999, the Purchase Plan was amended to increase the number of shares reserved for issuance automatically each year at...

  • Page 80
    ... an "employee stock purchase plan" under Section 423 of the Internal Revenue Code. Under the Purchase Plan, the Board has authorized participation by eligible employees, including officers, in periodic offerings following the adoption of the Purchase Plan. Under the Purchase Plan, separate offering...

  • Page 81
    ...subject to the Internal Revenue Service annual contribution limits. Note 11 âˆ' Stock Option Exchange On September 26, 2002, we commenced an offer, or the Offer, to our employees to exchange outstanding stock options with exercise prices equal to or greater than $27.00 per share, or Eligible Options...

  • Page 82
    NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS âˆ' (Continued) Variable accounting is not required under Issue 39(a) of EITF Issue No. 00âˆ'23 for Eligible Options subject to the Offer that were not surrendered for cancellation, because: (i) the shares of our common ...

  • Page 83
    NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS âˆ' (Continued) Lease Obligations Our headquarters complex is located on a leased site in Santa Clara, California and is comprised of five buildings. The related leases expire in 2012 and each includes two sevenâˆ'year ...

  • Page 84
    ..., NVIDIA Corporation and one of our indirect subsidiaries entered into an agreement to purchase certain graphics chip assets from 3dfx. The 3dfx asset purchase closed on April 18, 2001. In May 2002, we were served with a complaint filed by the landlord of 3dfx's San Jose, California commercial real...

  • Page 85
    NVIDIA CORPORATION AND SUBSIDIARIES...Total deferred Charge in lieu of taxes attributable to employer stock option plans Provision for income taxes Income before income taxes consists...expense computed at Federal Statutory Rate State income taxes (benefit), net of federal tax effect Foreign tax rate ...

  • Page 86
    ... to federal and state tax attributes acquired in certain acquisitions for which realization of the related deferred tax assets was determined not more likely than not to be realized due, in part, to potential utilization limitations as a result of stock ownership changes, and $25.0 million relates...

  • Page 87
    ... performance. We now report three productâˆ'line operating segments: the GPU business, which is composed of products that support desktop PCs, notebook PCs and professional workstations; the MCP business, which is composed of NVIDIA nForce and Xbox products; and the WMP business, which supports...

  • Page 88
    ... based on the location to which the products are initially billed even if our customers' revenue is attributable to end customers that are located in a different location. The following tables summarize information pertaining to our revenue from customers based on invoicing address in different...

  • Page 89
    ... 30, 2005 Accounts Receivable: Customer A Customer B Customer C Customer D Note 16 âˆ' Quarterly Summary (Unaudited) Fiscal 2005 Quarters Ended Jan. 30, 2005 Oct. 24, 2004 July 25, 2004 April 25, 2004 (In thousands, except per share data) Statement of Operations Data: Revenue Cost of revenue Gross...

  • Page 90
    NVIDIA CORPORATION AND SUBSIDIARIES SCHEDULE II âˆ' VALUATION AND QUALIFYING ACCOUNTS Balance at Beginning of Period Balance at End of Period Description Additions (3) Deductions (In thousands) Year ended January 30, 2005 Allowance for sales returns and allowances $ 9,421 $ 22,463 $ (20,197) (1) ...

  • Page 91
    ... Stock Purchase Plan Offering, as amended (filed as Exhibit 99.5 to the Company's Registration Statement on Form Sâˆ'8 (File No. 333âˆ'100010) and incorporated herein by reference). 1998 Nonâˆ'Employee Directors' Stock Option Plan, as amended (filed as Exhibit 10.7 to the Company's Quarterly Report...

  • Page 92
    1998 Nonâˆ'Employee Directors' Stock Option Plan (Annual Grant âˆ' Board Service), as amended (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10âˆ'Q for the quarterly period ended October 23, 2004 and incorporated herein by reference). 85

  • Page 93
    ... to the Company's Annual Report on Form 10âˆ'K for the year ended January 26, 2003 and incorporated herein by reference). Lease dated April 4, 2000 between NVIDIA Corporation and Sobrato Interests III for Building A (filed as Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on...

  • Page 94
    ...(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 22, 2005. NVIDIA Corporation By /s/ JENâˆ'HSUN HUANG_____ Jenâˆ'Hsun Huang President and Chief Executive Officer POWER OF ATTORNEY...

  • Page 95
    Signature /s/ WILLIAM J. MILLER William J. Miller /s/ A. BROOKE SEAWELL A. Brooke Seawell /s/ MARK A. STEVENS Mark A. Stevens Title Date Director March 21, 2005 Director March 22, 2005 Director March 22, 2005 88

  • Page 96
    ... Stock Purchase Plan Offering, as amended (filed as Exhibit 99.5 to the Company's Registration Statement on Form Sâˆ'8 (File No. 333âˆ'100010) and incorporated herein by reference). 1998 Nonâˆ'Employee Directors' Stock Option Plan, as amended (filed as Exhibit 10.7 to the Company's Quarterly Report...

  • Page 97
    1998 Nonâˆ'Employee Directors' Stock Option Plan (Annual Grant âˆ' Board Service), as amended (filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10âˆ'Q for the quarterly period ended October 23, 2004 and incorporated herein by reference).

  • Page 98

  • Page 99
    ... to the Company's Annual Report on Form 10âˆ'K for the year ended January 26, 2003 and incorporated herein by reference). Lease dated April 4, 2000 between NVIDIA Corporation and Sobrato Interests III for Building A (filed as Exhibit 10.1 to Amendment No. 1 to the Company's Registration Statement on...

  • Page 100
    ... Stock Options, (iii) stock bonuses, and (iv) rights to purchase restricted stock. (c) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company or its Affiliates, to secure and retain the services of new Employees...

  • Page 101
    ... to be reported to shareholders under the Exchange Act, as determined for purposes of Section 162(m) of the Code. (j) Director means a member of the Board. (k) Directors' Plan means the 1998 Nonâˆ'Employee Directors' Stock Option Plan of the Company. (l) Diluted Shares Outstanding means, as of...

  • Page 102
    ...within the meaning of Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an...

  • Page 103
    ... with the conditions and exclusions of Section 260.140.45 of Title 10 of the California Code of Regulations, based on the shares of the Company which are outstanding at the time the calculation is made. 5. Eligibility. (a) Incentive Stock Options may be granted only to Employees. Stock Awards other...

  • Page 104
    ...to officers, directors or consultants (within the meaning of Section 260.140.41 of Title 10 of the California Code of Regulations), the Option may become fully exercisable, subject to reasonable conditions such as continued employment, at any time or during any period established by the Company; for...

  • Page 105
    ... foregoing, the Board or the Committee may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit. For grants prior to the Listing Date, the purchase price under...

  • Page 106
    ... Section 1202(c)(3) of the Code regarding "qualified small business stock"), and (2) the right terminates when the shares become publicly traded. (ii) If repurchase option gives the Company the right to repurchase the shares upon termination of employment at the original purchase price, then (1) the...

  • Page 107
    ...the shares of Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then any surviving corporation or acquiring corporation shall assume any Stock Awards outstanding under the Plan or...

  • Page 108
    ... become effective on the date adopted by the Board, but no Options or rights to purchase restricted stock shall be exercised, and no stock bonuses shall be granted under the Plan, unless and until the Plan has been approved by the shareholders of the Company within twelve (12) months before or after...

  • Page 109
    ... NVIDIA US Investment Company 100% NVIDIA Singapore Pte Ltd 100% NVIDIA Pty Limited 100% NVIDIA Ltd. 100% NVIDIA GmbH 100% MediaQ, Inc. 100% MediaQ International, Inc. 100% NVIDIA Hong Kong Holdings Limited 100% NVIDIA Hong Kong Limited 100% NVIDIA KK 100% NVIDIA Graphics Holding Company 100% NVIDIA...

  • Page 110
    ...âˆ'54406) of NVIDIA Corporation of our report dated March 22, 2005, relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which...

  • Page 111

  • Page 112
    EXHIBIT 23.2 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM The Board of Directors NVIDIA Corporation: We consent to the incorporation by reference in the registration statements on Form Sâˆ'8 (Nos. 333âˆ'106191, 333âˆ'51520 333âˆ'74905, 333âˆ'74868, 333âˆ'100010 and 333âˆ'114375), on Form...

  • Page 113
    ... certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of the registrant's board of directors (or persons performing the equivalent functions...

  • Page 114

  • Page 115
    ... certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's independent registered public accounting firm and the audit committee of the registrant's board of directors (or persons performing the equivalent functions...

  • Page 116
    ... of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. § 1350, as adopted), Jenâˆ'Hsun Huang, the President and Chief Executive Officer of NVIDIA Corporation (the "Company"), hereby certifies that, to the best of his knowledge: 1. The Company's Annual Report on Form...

  • Page 117
    ... 906 of the Public Company Accounting Reform and Investor Protection Act of 2002 (18 U.S.C. § 1350, as adopted), Marvin D. Burkett, the Chief Financial Officer of NVIDIA Corporation (the "Company"), hereby certifies that, to the best of his knowledge: 1. The Company's Annual Report on Form 10...