NVIDIA 2013 Annual Report Download - page 101

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Forecasted Utilization Rates
In evaluating whether to approve the Amended and Restated 2012 Purchase Plan, our Compensation Committee
reviewed certain management forecasts of purchases under the Amended and Restated 2012 Purchase Plan. Management
presented the forecasts below for the periods indicated.
2012 Purchase Plan / Amended and Restated 2012 Purchase Plan
Fiscal Year 2014
Actual
Fiscal Year 2015
Forecast
Shares Available for Purchase - Beginning Balance. . . . . . . . . . . . . . . . . . . . . 52,561,635 46,600,000
Stockholder Approval - May 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . — 12,500,000
Employee Purchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (6,115,403)(6,900,000)
Shares Available for Purchase - Ending Balance . . . . . . . . . . . . . . . . . . . . . . . 46,620,413 (1) 52,200,000
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(1) Includes 174,181 shares that were transferred into the reserve of the 2012 Purchase Plan from the reserve of the NVIDIA Corporation
1998 Employee Stock Purchase Plan, the predecessor of the 2012 Purchase Plan.
Note Regarding Forecasts and Forward-Looking Statements
We do not as a matter of course make public forecasts as to our total shares outstanding and purchases under the
Amended and Restated 2012 Purchase Plan due to the unpredictability of the underlying assumptions and estimates. In
particular, the forecasts set forth above in this Proposal 5 include embedded assumptions regarding purchases which are
highly dependent on the public trading price of our common stock and other factors, which we do not control, and, as a
result, we do not as a matter of practice provide forecasts. In evaluating these forecasts, our Compensation Committee
recognized the high variability inherent in these assumptions.
However, we have included above a summary of these forecasts to give our stockholders access to certain information
that was considered by our Compensation Committee for purposes of evaluating the approval of the Amended and Restated
2012 Purchase Plan. These forecasts reflect various assumptions regarding our future operations.
The inclusion of the forecasts set forth above should not be regarded as an indication that these forecasts will be
predictive of actual future outcomes, and the forecasts should not be relied upon as such. Neither we nor any other person
makes any representation to any of our stockholders regarding actual outcomes compared to the information contained in
the forecasts set forth above. Although presented with numerical specificity, the forecasts are not fact and reflect numerous
assumptions and estimates as to future events made by our management that our management believed were reasonable at
the time the forecasts were prepared and other factors such as industry performance and general business, economic,
regulatory, market and financial conditions, as well as factors specific to our business, all of which are difficult to predict
and many of which are beyond the control of our management. In addition, the forecasts do not take into account any
circumstances or events occurring after the date that they were prepared and, accordingly, do not give effect to any changes
to our operations or strategy that may be implemented in the future. Accordingly, actual outcomes may be, and likely will
be, materially different than those reflected in the forecasts. We do not intend to update or otherwise revise the forecasts to
reflect circumstances existing after the date when made or to reflect the occurrence of future events even if any or all of the
assumptions underlying the forecasts are shown to be in error. The forecasts are forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21A of the Securities Exchange Act of 1934,
as amended. These statements involve risks and uncertainties that could cause actual outcomes to differ materially from
those in the forward-looking statements, including our ability to attract and retain talent, and others described in our Annual
Report on Form 10-K for the fiscal year ended January 26, 2014.