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NVIDIA CORP (NVDA)
10-K
Annual report pursuant to section 13 and 15(d)
Filed on 03/13/2012
Filed Period 01/29/2012

Table of contents

  • Page 1
    NVIDIA CORP (NVDA) 10-K Annual report pursuant to section 13 and 15(d) Filed on 03/13/2012 Filed Period 01/29/2012

  • Page 2
    ... (I.R.S. Employer Identification No.) 2701 San Tomas Expressway Santa Clara, California 95050 (408) 486-2000 (Address, including zip code, and telephone number, including area code, of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of each class Name...

  • Page 3
    ... on the closing sales price of the registrant's common stock as reported by the NASDAQ Global Select Market, on July 29, 2011). This calculation excludes approximately 26,462,277 shares held by directors and executive officers of the registrant. This calculation does not exclude shares held by such...

  • Page 4
    ...Data 56 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 56 Controls and Procedures 56 Other Information PART III 57 Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance 57 Executive Compensation 57 Security Ownership...

  • Page 5
    ... clear that the term means only the parent company. © 2012 NVIDIA Corporation. All rights reserved. NVIDIA, the NVIDIA logo, 3D Vision, CUDA, DirectTouch, GeForce, NVIDIA Fermi, ICERA, Kepler, Maximus, Quadro, Tesla and Tegra are trademarks and/or registered trademarks of NVIDIA Corporation in the...

  • Page 6
    ... from Intel Corporation Memory products PSB Quadro professional workstation products Tesla high-performance computing products CPB Tegra mobile products Icera baseband processors and RF transceivers for mobile connectivity Royalty license fees and other revenue related to video game consoles GPU...

  • Page 7
    ... operating system nor the application developer has to know about them for users to benefit from them. During the second quarter of fiscal year 2012, we completed the acquisition of Icera, an innovator of baseband processors for 3G and 4G cellular phones and tablets. Icera's technology uses a custom...

  • Page 8
    ...price and timing of new products. Members of our sales team have a high level of technical expertise and product and industry knowledge to support the competitive and complex design win process. We also employ a highly skilled team of application engineers to assist our Channel in designing, testing...

  • Page 9
    ... materials used in the production of our products. As a result, we can focus our resources on product design, additional quality assurance, marketing and customer support. We utilize industry-leading suppliers, such as Taiwan Semiconductor Manufacturing Company Limited, to produce our semiconductor...

  • Page 10
    ... that the principal competitive factors in this market are performance, breadth of product offerings, access to customers and distribution channels, software support, conformity to industry standard Application Programming Interfaces, manufacturing capabilities, processor pricing and total system...

  • Page 11
    ... 57 Position President, Chief Executive Officer and Director Vice President and Interim Chief Financial Officer Executive Vice President, Worldwide Sales Executive Vice President, General Counsel and Secretary Executive Vice President, Operations Jen-Hsun Huang co-founded NVIDIA in April 1993 and...

  • Page 12
    ... experience also includes senior roles at HewlettPackard Corporation. She holds a B.S degree in Electrical Engineering from Kansas State University and a B.S. degree in Biology from Santa Clara University. Available Information Our Annual Report on Form 10-K, quarterly reports on Form 10-Q, current...

  • Page 13
    ... have long-term commitment contracts with any of these foundries, they do not have an obligation to provide us with any set pricing or minimum quantity of product at any time except as may be provided in a specific purchase order. Most of our products are only manufactured by one foundry at a time...

  • Page 14
    ...benefits of migrating our products to smaller geometry process technologies in order to improve performance and reduce costs. We believe this strategy will help us remain competitive. Our current product families are manufactured using 0.18 micron, 0.14 micron, 0.13 micron, 0.11 micron, 90 nanometer...

  • Page 15
    ... to successfully develop and introduce new products and technologies or identify new uses for existing or future products, could result in rapidly declining average selling prices, reduced demand for our products or loss of market share any of which could harm our competitive position and cause...

  • Page 16
    ... require substantial expenditures and recovery time in order to fully resume operations. Our corporate headquarters, and a portion of our research and development activities, are located in California, and other critical business operations and some of our suppliers are located in Asia, near major...

  • Page 17
    ... of these end-user markets could have a material adverse effect on the demand for our products and our results of operations and financial condition. These declines could be large and sudden. Since PC, cell phone and tablet manufacturers often build inventories during periods of anticipated growth...

  • Page 18
    ...period depends on a number of factors, including the mix of our products sold; average selling prices; introduction of new products; product transitions; sales discounts; unexpected pricing actions by our competitors; the cost of product components; and the yield of wafers produced by the foundries...

  • Page 19
    ... newer products are introduced; or if our competition were to take unexpected competitive pricing actions. Any inability to sell products to which we have devoted resources could harm our business. In addition, cancellation or deferral of customer purchase orders could result in our holding excess...

  • Page 20
    ...results; diversion of resources and unanticipated expenses resulting from litigation arising from potential or actual business acquisitions or investments; potential failure of the due diligence processes to identify significant issues with product quality, architecture and development, or legal and...

  • Page 21
    ... debt securities or a combination of cash, convertible debt and common stock. If we make an investment in cash or use cash to pay for all or a portion of an acquisition, our cash reserves would be reduced which could negatively impact the growth of our business or our ability to develop new products...

  • Page 22
    ... companies, including some of our competitors. Since we do not have long-term agreements with our subcontractors, when demand for subcontractors to assemble, test or package products is high, our subcontractors may decide to prioritize the orders of other customers over our orders. Since the time...

  • Page 23
    ... and the greater number of products under development. We are subject to risks associated with international operations which may harm our business. We conduct our business worldwide. Our semiconductor wafers are manufactured, assembled, tested and packaged by third-parties located outside of the...

  • Page 24
    ..., several putative securities class action lawsuits were filed against us, asserting various claims related to the impacted MCP and GPU products. Such lawsuits could result in the diversion of management's time and attention away from business operations, which could harm our business. In addition...

  • Page 25
    ... property rights and the outcome of such litigation could result in substantial costs to us. We expect that as the number of issued hardware and software patents increases and as competition intensifies, the volume of intellectual property infringement claims and lawsuits may increase. We may in the...

  • Page 26
    ... our products. We may also have to make royalty or other payments, or cross license our technology. If these arrangements are not concluded on commercially reasonable terms, our business could be negatively impacted. Furthermore, the indemnification of a customer may increase our operating expenses...

  • Page 27
    ...and our employee stock purchase plan using the fair value of those awards in accordance with generally accepted accounting principles in United States of America, or U.S. GAAP. Stock-based compensation expense was $136.4 million, $100.4 million and $107.1 million for fiscal years 2012, 2011 and 2010...

  • Page 28
    ... of our internal control structure and procedures for financial reporting. We have an ongoing program to perform the system and process evaluation and testing necessary to comply with these requirements. However, the manner in which companies and their independent public accounting firms apply...

  • Page 29
    ... to purchase the stock. The Microsoft provision and the other factors listed above could also delay or prevent a change in control of NVIDIA. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable. ITEM 2. PROPERTIES Our headquarters complex is located in Santa Clara, California. Our corporate campus...

  • Page 30
    ... Act and relevant bankruptcy code provisions; (3) what is the fair market value of the "property" identified in answer to question (2); and (4) was the $70 million that NVIDIA paid "reasonably equivalent" to the fair market value of that property. The parties completed post-trial briefing on May 25...

  • Page 31
    ... has been issued to date. On February 7, 2012, NVIDIA and Rambus entered into a settlement agreement and a patent license agreement. The two agreements resolve all disputes between NVIDIA and Rambus. The parties are in the process of dismissing all lawsuits, appeals, and ITC actions to the maximum...

  • Page 32
    ... Civil Code Section 1792, Breach of Warranty under the Magnuson-Moss Warranty Act, and California's Consumer Legal Remedies Act claims in the Second Amended Consolidated Complaint. In addition, on April 1, 2010, Plaintiffs filed a motion to certify a class consisting of all people who purchased...

  • Page 33
    ... asserting claims for breach of implied warranties arising out of the weak die/packaging material set, on behalf of a class of consumers alleged to not be covered by the settlement approved by the California court in The NVIDIA GPU Litigation. On November 3, 2011 the action was transferred...

  • Page 34
    ...29, 2012 Fourth Quarter Third Quarter Second Quarter First Quarter Fiscal year ended January 30, 2011 Fourth Quarter Third Quarter Second Quarter First Quarter Dividend Policy We have never paid and do not expect to pay cash dividends for the foreseeable future. Issuer Purchases of Equity Securities...

  • Page 35
    ... the indices indicated. We have never paid cash dividends on our common stock. Our results are calculated on fiscal year-end basis and each of the S & P 500 Index and the S & P Semiconductors Index are calculated on month-end basis. Total return is based on historical results and is not intended to...

  • Page 36
    ... the indices indicated. We have never paid cash dividends on our common stock. Our results are calculated on fiscal year-end basis and each of the S & P 500 Index and the S & P Semiconductors Index are calculated on month-end basis. Total return is based on historical results and is not intended to...

  • Page 37
    ... valued benefit prescribed to the settlement portion was $57.0 million, which was recorded within income from operations in fiscal year 2011. (C) Fiscal year 2010 includes impact of charge for a tender offer to purchase an aggregate of 28.5 million outstanding stock options for a total cash payment...

  • Page 38
    ... this Annual Report on Form 10-K, before deciding to purchase, hold or sell shares of our common stock. Overview Our Company NVIDIA is known to millions around the world for creating the graphics chips that make their PC amazing when playing games or making home movies. With the invention of the GPU...

  • Page 39
    ... from Intel Corporation Memory products PSB Quadro professional workstation products Tesla high-performance computing products CPB Tegra mobile products Icera baseband processors and RF transceivers for mobile connectivity Royalty license fees and other revenue related to video game consoles GPU...

  • Page 40
    ... of fiscal year 2012, we completed the acquisition of Icera, an innovator of baseband processors for 3G and 4G cellular phones and tablets. Icera's technology uses a custom-built, low-power processor and a software-based baseband which assist manufacturers to develop multiple products from a common...

  • Page 41
    ... are designed to support our partners' activities while also promoting NVIDIA products. Depending on market conditions, we may take actions to increase amounts offered under customer programs, possibly resulting in an incremental reduction of revenue at the time such programs are offered. We also...

  • Page 42
    ... estimated consumer class action settlements. Determining the amount of the warranty charges related to this issue required management to make estimates and judgments based on historical experience, test data and various other assumptions including estimated field failure rates that we believe...

  • Page 43
    ... income and potential utilization limitations of tax attributes acquired as a result of stock ownership changes. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax asset as an income tax benefit during the period. Our deferred tax...

  • Page 44
    ... the time of acquisition. Marketable securities consist primarily of highly liquid investments with maturities of greater than three months when purchased. We generally classify our marketable securities at the date of acquisition as available- for- sale. These securities are reported at fair value...

  • Page 45
    ... fair value of shares issued under our employee stock purchase plan during the fiscal year ended January 29, 2012, using the following assumptions: Weighted average expected life of stock options (in years) Risk free interest rate Volatility Dividend yield Litigation, Investigation and Settlement...

  • Page 46
    ... manufacturers to buy memory directly from market rather than from us. PSB. PSB revenue increased by 5.6% to $864.3 million for fiscal year 2012 as compared to $818.6 million for fiscal year 2011. The average selling price, or ASP, for workstation products improved due to the recovery of corporate...

  • Page 47
    ..., assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions and shipping costs. Cost of revenue also includes development costs for license, service arrangements and stock...

  • Page 48
    ...-end desktop GPU, notebook GPU and workstation products. Cost efficiencies and pricing decisions also helped margin improve in the current fiscal year. Additionally, fiscal year 2010 included $11.4 million charge related to the our tender offer to purchase certain stock options for personnel related...

  • Page 49
    ... fair value for the awards that were granted during the year and higher expense from the employee stock purchase program. Development expenses increased by $9.0 million related to the ramp of our next-generation GPU architecture, Kepler, designed for 28nm technology and our next generation mobile...

  • Page 50
    ... into a six-year cross licensing agreement with Intel and also mutually agreed to settle all outstanding legal disputes. The fair valued benefit prescribed to the legal settlement portion was $57.0 million and was recorded in the fourth quarter of fiscal year 2011. We expect operating expenses to be...

  • Page 51
    ... included stock-based compensation and depreciation and amortization also contributed to the increase in cash provided from operations. Investing activities Investing activities have consisted primarily of purchases and sales of marketable securities, acquisition of businesses and purchases of...

  • Page 52
    ...to support our increased production requirements, technology licenses, software, intangible assets and leasehold improvements at our facilities in various international locations. Investing activities for fiscal year 2010 used cash of $441.5 million towards the purchase of marketable securities, net...

  • Page 53
    ... Under the License Agreement, Intel will pay NVIDIA an aggregate amount of $1.5 billion, payable in annual installments, as follows: a $300 million payment on each of January 18, 2011, January 13, 2012 and January 15, 2013 and a $200 million payment on each of January 15, 2014, 2015 and 2016. Please...

  • Page 54
    ... the first quarter of fiscal year 2010. The tender offer applied to outstanding stock options held by employees with an exercise price equal to or greater than $17.50 per share. None of the non-employee members of our Board of Directors or our officers who file reports under Section 16(a) of the...

  • Page 55
    ... to develop and have made available for download a software driver to cause the system fan to begin operation at the powering up of the system and reduce the thermal stress on these chips. We have also recommended to our customers that they consider changing the thermal management of the products in...

  • Page 56
    ...equity markets. There could be a number of follow-on effects from the credit crisis on our business, including insolvency of key suppliers resulting in product delays; inability of customers, including channel partners, to obtain credit to finance purchases of our products and/or customer, including...

  • Page 57
    ..., including our Chief Executive Officer and Interim Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of January 29, 2012 based on the criteria set forth in Internal Control - Integrated Framework issued by the Committee of...

  • Page 58
    ...text of our "Code" and "Financial Team Code" are published on the Investor Relations portion of our web site, under Corporate Governance, at www.nvidia.com. The contents of our website are not a part of this Annual Report on Form 10-K. ITEM 11. EXECUTIVE COMPENSATION The information required by this...

  • Page 59
    ... Governance - Independence of the Members of the Board of Directors" in our 2012 Proxy Statement. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES The information required by this item is hereby incorporated by reference from the section entitled "Fees Billed by the Independent Registered Public...

  • Page 60
    ... 2011 and January 31, 2010 Notes to the Consolidated Financial Statements (a) 2. Financial Statement Schedule Schedule II Valuation and Qualifying Accounts (a) 3. Exhibits The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as a part of this Annual Report...

  • Page 61
    ... presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of January 29, 2012...

  • Page 62
    ...of Contents NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) January 29, 2012 Revenue Cost of revenue Gross profit Operating expenses: Research and development Sales, general and administrative Legal settlement Total operating expenses...

  • Page 63
    ... NVIDIA CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share data) January 29, 2012 January 30, 2011 ASSETS Current assets : Cash and cash equivalents Marketable securities Accounts receivable, less allowances of $14,854 and $15,839 in 2012 and 2011...

  • Page 64
    ... Loss Issuance of common stock from stock plans Tax withholding related to vesting of restricted stock units Tax benefit from stock-based compensation Stock-based compensation Tender offer Charges related to stock option purchase-tender offer Balances, January 31, 2010 Comprehensive Income (Loss...

  • Page 65
    ...-sale securities included in net income, net of $222 tax effect Net Income Total Comprehensive Income Issuance of common stock from stock plans Tax withholding related to vesting of restricted stock units Tax benefit from stock-based compensation Stock-based compensation Balances, January 29, 2012...

  • Page 66
    ... Acquisition of businesses, net of cash and cash equivalents Other Net cash used in investing activities Cash flows from financing activities: Payments related to stock option purchase Proceeds from issuance of common stock under employee stock plans Tax benefit from stock based compensation Payment...

  • Page 67
    See accompanying notes to the consolidated financial statements. 65

  • Page 68
    ... in April 1998. Our headquarter facilities are in Santa Clara, California. All references to "NVIDIA," "we," "us," "our" or the "Company" mean NVIDIA Corporation and its subsidiaries, except where it is made clear that the term means only the parent company. Fiscal Year We operate on a 52 or a 53...

  • Page 69
    ... add-in card partners that are earmarked for market segment development and expansion and typically are designed to support our partners' activities while also promoting NVIDIA products. Depending on market conditions, we may take actions to increase amounts offered under customer programs, possibly...

  • Page 70
    ...-line basis over the lease period and accrue for rent expense incurred, but not paid. Product Warranties We generally offer limited warranty to end-users that ranges from one to three years for products in order to repair or replace products for any manufacturing defects or hardware component...

  • Page 71
    .... Marketable Securities Marketable securities consist primarily of highly liquid investments with maturities of greater than three months when purchased. We generally classify our marketable securities at the date of acquisition as available-for-sale. These securities are reported at fair value...

  • Page 72
    ... wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory provisions and shipping costs. We write down our inventory to the lower of cost or estimated market value. Obsolete...

  • Page 73
    ... 29, 2012 and January 30, 2011 , our asset retirement obligations to return the leasehold improvements to their original condition upon lease termination at our headquarters facility in Santa Clara, California and certain laboratories at our Austin facility and international locations were $10...

  • Page 74
    ... a cash tender offer for certain employee stock options. The tender offer applied to outstanding stock options held by employees with an exercise price equal to or greater than $17.50 per share. None of the non-employee members of our Board of Directors or our officers who file reports under...

  • Page 75
    ... detailed historical data about employees' exercise behavior, vesting schedules, and death and disability probabilities. Our management believes the resulting binomial calculation provides a reasonable estimate of the fair value of our employee stock options. For our employee stock purchase plan we...

  • Page 76
    ... stock option plans and shares issued under our employee stock purchase plan have been estimated at the date of grant with the following assumptions: Year Ended January 29, 2012 Stock Options Weighted average expected life of stock options (in years) Risk free interest rate Volatility Dividend yield...

  • Page 77
    ... shares were available for future issuance. The Purchase Plan is intended to qualify as 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...

  • Page 78
    ... the purchase date of each offering period at 85% at the fair market value of the common stock on the relevant purchase date. During fiscal years 2012 , 2011 and 2010 , employees purchased approximately 5.8 million , 6.7 million , and 5.9 million shares, respectively, with weighted-average prices of...

  • Page 79
    76

  • Page 80
    ... 18, 2011, January 13, 2012 and January 15, 2013 and a $200 million payment on each of January 15, 2014, 2015 and 2016. Accounting for the Agreement The License Agreement between NVIDIA and Intel includes multiple elements. As a result, we determined each element of the License Agreement, their fair...

  • Page 81
    ... the License Agreement, we assumed the highest and best use of each element from a market participant perspective. The inputs and assumptions used in our valuation included projected revenue, royalty rates, discount rates, useful lives and income tax rates, among others. The development of a number...

  • Page 82
    ...Line Amortization Period (Years) 1-2 5 - Note 7: Business Combinations On June 10, 2011, we completed the acquisition of Icera, Inc. by acquiring all issued and outstanding preferred and common shares in exchange for cash. Icera develops baseband processors for 3G and 4G cellular phones and tablets...

  • Page 83
    .... We used an income approach to value Icera's existing technology. Using this approach, we calculated the estimated fair value using expected future cash flows from specific products discounted to their net present values at an appropriate risk-adjusted rate of return. $ $ $ 58,300 20,200 18,200...

  • Page 84
    ... rates. Customer Relationships Customer relationships represent the fair value of projected cash flows that will be derived from the sale of products to Icera's existing customers based on existing, in-process, and future versions of the underlying technology. Supplemental Pro Forma Data (Unaudited...

  • Page 85
    ... rates and operating margins used to calculate projected future cash flows, risk-adjusted discount rates, future economic and market conditions, and determination of appropriate market comparables. The amount of goodwill allocated to our GPU business, PSB, and CPB segments as of January 29, 2012...

  • Page 86
    ... in fair value of our publicly traded debt or equity investments is judged to be other-than-temporary. We may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because any debt securities we hold are classified...

  • Page 87
    ...) The following is a summary of cash equivalents and marketable securities at January 29, 2012 and January 30, 2011: January 29, 2012 Amortized Cost Debt securities of United States government agencies Corporate debt securities Mortgage backed securities issued by United States government-sponsored...

  • Page 88
    ... general market conditions, the duration and extent to which fair value is below cost, and our intent and ability to hold an investment for a sufficient period of time to allow for recovery in value. We also consider specific adverse conditions related to the financial health of and business outlook...

  • Page 89
    ... measured at fair value are summarized below: Fair value measurement at reporting date using Quoted Prices in Active Markets for Identical Assets January 29, 2012 Debt securities of United $ States government agencies (1) Corporate debt securities (2) Mortgage backed securities issued by United...

  • Page 90
    ...NVIDIA CORPORATION AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued) January 29, 2012 Property and Equipment: Land Building Test equipment Software and licenses Leasehold improvements Computer equipment Office furniture and equipment Capital leases Construction in process...

  • Page 91
    ... the issue. Such efforts could divert our management's and engineers' attention from the development of new products and technologies and could increase our operating costs and reduce our gross margin. In addition, an error or defect in new products or releases or related software drivers after...

  • Page 92
    ...product returns at the time revenue is recognized primarily based on historical return rates. Cost of revenue includes the estimated cost of product warranties that are calculated at the point of revenue recognition. Under limited circumstances, we may offer an extended limited warranty to customers...

  • Page 93
    ... 29, 2012 and January 30, 2011, we had outstanding capital purchase obligations totaling $40.5 million and $31.8 million, respectively. Lease Obligations Our headquarters complex is located in Santa Clara, California and includes seven buildings that are leased properties. The lease agreements for...

  • Page 94
    ... January: 2013 2014 2015 2016 2017 2018 and thereafter Total Present Value of minimum lease payments Current portion Long term portion Litigation 3dfx On December 15, 2000, NVIDIA and one of our indirect subsidiaries entered into an Asset Purchase Agreement, or APA, to purchase certain graphics chip...

  • Page 95
    ...on a claim of patent infringement of nine Rambus patents against NVIDIA and 14 other respondents with the U.S. International Trade Commission, or ITC. Rambus has subsequently withdrawn four of the nine patents at issue. The complaint sought an exclusion order barring the importation of products that...

  • Page 96
    ... has been issued to date. On February 7, 2012, NVIDIA and Rambus entered into a settlement agreement and a patent license agreement. The two agreements resolve all disputes between NVIDIA and Rambus. The parties are in the process of dismissing all lawsuits, appeals, and ITC actions to the maximum...

  • Page 97
    ... Civil Code Section 1792, Breach of Warranty under the Magnuson-Moss Warranty Act, and California's Consumer Legal Remedies Act claims in the Second Amended Consolidated Complaint. In addition, on April 1, 2010, Plaintiffs filed a motion to certify a class consisting of all people who purchased...

  • Page 98
    ...stock and assert claims for violations of Sections 10(b) and 20(a) of the Securities Exchange Act . On October 30, 2008, the Actions were consolidated under the caption In re NVIDIA Corporation Securities Litigation, Civil Action No. 08-CV-04260-JW (HRL). Lead Plaintiffs and Lead Plaintiffs' Counsel...

  • Page 99
    ... STATEMENTS (Continued) Year Ended January 29, 2012 Current income taxes: Federal State Foreign Total current Deferred taxes: Federal State Foreign Total deferred Charge in lieu of taxes attributable to employer stock option plans Income tax expense (benefit) Income (loss) before income taxes...

  • Page 100
    ... and liabilities are presented below: January 29, 2012 Deferred tax assets: Net operating loss carryforwards Accruals and reserves, not currently deductible for tax purposes Property, equipment and intangible assets Research and other tax credit carryforwards Stock-based compensation Gross deferred...

  • Page 101
    ... in effect for its business operations in India which terminated in March 2011. This tax holiday provided for a lower rate of taxation on certain classes of income based on various thresholds of investment and employment in such jurisdiction. For fiscal years 2010 through 2012, the aggregate tax...

  • Page 102
    ..., Germany, Hong Kong, France, UK, and India for fiscal years 2003 through 2011. As of January 29, 2012, the material tax jurisdictions for which we are currently under examination include India and Taiwan for fiscal years 2003 through 2011. Note 16 - Stockholders' Equity Stock Repurchase Program Our...

  • Page 103
    ... from Intel Corporation Memory products PSB Quadro professional workstation products Tesla high-performance computing products CPB Tegra mobile products Icera baseband processors and RF transceivers for mobile connectivity Royalty license fees and other revenue related to video game consoles GPU...

  • Page 104
    ..., 2010 The following table presents summarized information for long-lived assets by geographic region. Long lived assets consist of property and equipment and deposits and other assets and exclude goodwill and intangible assets. January 29, 2012 Long-lived assets: United States Taiwan China India...

  • Page 105
    ...share data) Includes, an additional charge of $7.3 million associated with the fair value prescribed to the settlement between the Company and Rambus. On February 7, 2012, the Company and Rambus entered into a licensing agreement and both parties also agreed to settle all outstanding legal disputes...

  • Page 106
    ... End of Period (In thousands) Year ended January 29, 2012 Allowance for doubtful accounts Sales return allowance Deferred tax valuation allowance Year ended January 30, 2011 Allowance for doubtful accounts Sales return allowance Deferred tax valuation allowance Year ended January 31, 2010 Allowance...

  • Page 107
    .../2011 4/24/1998 3/7/2006 Form of Indemnity Agreement between NVIDIA Corporation and each of its 8-K directors and officers 1998 Equity Incentive Plan, as amended 1998 Equity Incentive Plan ISO, as amended 1998 Equity Incentive Plan NSO, as amended Certificate of Stock Option Grant 1998 Non-Employee...

  • Page 108
    ... 2011 Variable Compensation Plan (as amended September 7, 2010) 10.34 10.35 Memory Controller Patent License Agreement Between Rambus Inc. and NVIDIA Corporation, dated August 12, 2010 Second Amendment to Lease, dated August 18, 2010 between NVIDIA Corporation and Sobrato Interests III for Building...

  • Page 109
    ...between NVIDIA Corporation and Sobrato Interests III for Building C Second Amendment to Lease, dated August 18, 2010, between NVIDIA Corporation and Sobrato Interests III for Building D Patent Cross License Agreement dated as of January 10, 2011, between NVIDIA Corporation and Intel Corporation List...

  • Page 110
    ...15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 13, 2012. NVIDIA Corporation By: /s/ Jen-Hsun Huang Jen-Hsun Huang President and Chief Executive Officer POWER OF ATTORNEY KNOW...

  • Page 111
    .../s/ WILLIAM J. MILLER William J. Miller /s/ A. BROOKE SEAWELL A. Brooke Seawell /s/ ROBERT BURGESS Robert Burgess Title President, Chief Executive Officer (Principal Executive Officer) Vice President and Interim Chief F (Principal Financial Officer) Vice President of Finance (Principal Accounting...

  • Page 112
    .../2011 4/24/1998 3/7/2006 Form of Indemnity Agreement between NVIDIA Corporation and each of its 8-K directors and officers 1998 Equity Incentive Plan, as amended 1998 Equity Incentive Plan ISO, as amended 1998 Equity Incentive Plan NSO, as amended Certificate of Stock Option Grant 1998 Non-Employee...

  • Page 113
    ... 2011 Variable Compensation Plan (as amended September 7, 2010) 10.34 10.35 Memory Controller Patent License Agreement Between Rambus Inc. and NVIDIA Corporation, dated August 12, 2010 Second Amendment to Lease, dated August 18, 2010 between NVIDIA Corporation and Sobrato Interests III for Building...

  • Page 114
    ...between NVIDIA Corporation and Sobrato Interests III for Building C Second Amendment to Lease, dated August 18, 2010, between NVIDIA Corporation and Sobrato Interests III for Building D Patent Cross License Agreement dated as of January 10, 2011, between NVIDIA Corporation and Intel Corporation List...

  • Page 115
    ...and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible...

  • Page 116
    ...and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer(s) and I are responsible...

  • Page 117
    ... of operations of the Company for the period covered by the Periodic Report. Date: March 13, 2012 /s/ JEN-HSUN HUANG Jen-Hsun Huang President and Chief Executive Officer A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation...

  • Page 118
    ... results of operations of the Company for the period covered by the Periodic Report. Date: March 13, 2012 /s/ KAREN BURNS Karen Burns Interim Chief Financial Officer A signed original of this written statement required by Section 906 of 18 U.S.C. § 1350 has been provided to NVIDIA Corporation and...

  • Page 119
    ... SAS NVIDIA Development UK Limited NVIDIA Development, Inc. NVIDIA Dutch Coöperatief U.A. NVIDIA GK NVIDIA GmbH NVIDIA Graphics Holding Company NVIDIA Graphics Private Limited NVIDIA Helsinki Oy NVIDIA Hong Kong Development Limited NVIDIA Hong Kong Holdings Limited NVIDIA International Holdings Inc...

  • Page 120
    ...No. 333-54406) of NVIDIA Corporation of our report dated March 13, 2012 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP San Jose, California March 13...