NVIDIA Corporation
NVIDIA CORP (Form: 10-Q, Received: 08/23/2016 17:22:59)


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

FORM 10-Q

[x]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2016
OR
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-23985
NVIDIALOGOCOLORA01.JPG
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
94-3177549
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
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)

N/A
(Former name, former address and former fiscal year if changed since last report)

Indicate 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 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x                                                                                         
Accelerated filer o                             
Non-accelerated filer o  (Do not check if a smaller reporting company)
Smaller reporting company o
                               
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o No x

The number of shares of common stock, $0.001 par value, outstanding as of  August 19, 2016 , was  535 million .




NVIDIA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED July 31, 2016

TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
Financial Statements (Unaudited)
 
 
 
 
 
a) Condensed Consolidated Statements of Income for the three and six months ended July 31, 2016 and July 26, 2015
 
 
 
 
b) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 31, 2016 and July 26, 2015
 
 
 
 
c) Condensed Consolidated Balance Sheets as of July 31, 2016 and January 31, 2016
 
 
 
 
d) Condensed Consolidated Statements of Cash Flows for the six months ended July 31, 2016 and July 26, 2015
 
 
 
 
e) Notes to Condensed Consolidated Financial Statements
 
 
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
 
 
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Controls and Procedures
 
 
 
 
 
 
 
 
Legal Proceedings
 
 
 
Risk Factors
 
 
 
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Exhibits
 
 
 
 

WHERE YOU CAN FIND MORE INFORMATION
 
Investors and others should note that we announce material financial information to our investors using our investor relations website, press releases, SEC filings and public conference calls and webcasts. We also use the following social media channels as a means of disclosing information about the company, our products, our planned financial and other announcements and attendance at upcoming investor and industry conferences, and other matters and for complying with our disclosure obligations under Regulation FD:
 
NVIDIA Twitter Account ( https://twitter.com/NVIDIA )
NVIDIA Blog ( http://blogs.nvidia.com/ )   
NVIDIA Facebook Page ( https://www.facebook.com/NVIDIA )   
NVIDIA LinkedIn Page ( http://www.linkedin.com/company/nvidia?trk=hb_tab_compy_id_3608 )

In addition, investors and others can follow us on Flipboard, YouTube and Instagram.
              
The information we post through these social media channels may be deemed material. Accordingly, investors should monitor these accounts and the blog, in addition to following our press releases, SEC filings and public conference calls and webcasts. This list may be updated from time to time. The information we post through these channels is not a part of this quarterly report on Form 10-Q. These channels may be updated from time to time on NVIDIA's investor relations website.

2



PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)

NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In millions, except per share data)

 
Three Months Ended
 
Six Months Ended
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
 
 
Revenue
$
1,428

 
$
1,153

 
$
2,733

 
$
2,304

Cost of revenue
602

 
519

 
1,156

 
1,018

Gross profit
826

 
634

 
1,577

 
1,286

Operating expenses
 

 
 
 
 
 
 
Research and development
350

 
320

 
697

 
658

Sales, general and administrative
157

 
149

 
316

 
289

Restructuring and other charges
2

 
89

 
3

 
89

Total operating expenses
509

 
558

 
1,016

 
1,036

Income from operations
317

 
76

 
561

 
250

Interest income
12

 
9

 
23

 
18

Interest expense
(12
)
 
(12
)
 
(23
)
 
(22
)
Other income (expense), net

 
(1
)
 
(3
)
 
(2
)
Income before income tax expense
317

 
72

 
558

 
244

Income tax expense
64

 
46

 
109

 
84

Net income
$
253

 
$
26

 
$
449

 
$
160

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.47

 
$
0.05

 
$
0.84

 
$
0.29

Diluted
$
0.40

 
$
0.05

 
$
0.73

 
$
0.28

 
 
 
 
 
 
 
 
Weighted average shares used in per share computation:


 


 
 
 
 
Basic
534

 
541

 
536

 
545

Diluted
631

 
556

 
617

 
563

 
 
 
 
 
 
 
 
Cash dividends declared and paid per common share
$
0.1150

 
$
0.0975

 
$
0.2300

 
$
0.1825



See accompanying Notes to Condensed Consolidated Financial Statements.


3


NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In millions)

 
Three Months Ended
 
Six Months Ended
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
2016
 
2015
 
2016
 
2015
 
 
 
 
 
 
Net income
$
253

 
$
26

 
$
449

 
$
160

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
Net change in unrealized gains (losses) on available-for-sale securities
5

 
(7
)
 
11

 
(6
)
Cash flow hedges:
 
 
 
 
 
 
 
Net change in unrealized losses on cash flow hedges
(3
)
 

 
(4
)
 

Other comprehensive income (loss), net of tax
2

 
(7
)
 
7

 
(6
)
Total comprehensive income
$
255

 
$
19

 
$
456

 
$
154



See accompanying Notes to Condensed Consolidated Financial Statements.


4



NVIDIA CORPORATION AND SUBSIDIARIES 
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In millions)

 
July 31,
 
January 31,
 
2016
 
2016
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
426

 
$
596

Marketable securities
4,453

 
4,441

Accounts receivable, net
644

 
505

Inventories
521

 
418

Prepaid expenses and other current assets
112

 
93

Total current assets
6,156

 
6,053

Property and equipment, net
485

 
466

Goodwill
618

 
618

Intangible assets, net
138

 
166

Other assets
64

 
67

Total assets
$
7,461

 
$
7,370

 
 
 
 
LIABILITIES, CONVERTIBLE DEBT CONVERSION OBLIGATION AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
423

 
$
296

Accrued and other current liabilities
556

 
642

Convertible short-term debt
1,428

 
1,413

Total current liabilities
2,407

 
2,351

Other long-term liabilities
494

 
453

Capital lease obligations, long-term
8

 
10

Total liabilities
2,909

 
2,814

Commitments and contingencies - see Note 12


 


Convertible debt conversion obligation
72

 
87

Shareholders’ equity:
 
 
 
Preferred stock

 

Common stock
1

 
1

Additional paid-in capital
4,408

 
4,170

Treasury stock, at cost
(4,608
)
 
(4,048
)
Accumulated other comprehensive income (loss)
4

 
(4
)
Retained earnings
4,675

 
4,350

Total shareholders' equity
4,480

 
4,469

Total liabilities, convertible debt conversion obligation and shareholders' equity
$
7,461

 
$
7,370


See accompanying Notes to Condensed Consolidated Financial Statements.




5



NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
 
Six Months Ended
 
July 31,
 
July 26,
 
2016
 
2015
Cash flows from operating activities:
 
 
 
Net income
$
449

 
$
160

Adjustments to reconcile net income to net cash provided by operating activities:

 

Stock-based compensation expense
111

 
93

Depreciation and amortization
92

 
103

Deferred income taxes
74

 
65

Amortization of debt discount
14

 
14

Tax benefits from stock-based compensation
(26
)
 
(6
)
Net gain on sale and disposal of long-lived assets and investments
(3
)
 
(3
)
Restructuring and other charges

 
32

Other
7

 
11

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(138
)
 
(41
)
Inventories
(104
)
 
42

Prepaid expenses and other assets
(17
)
 
(13
)
Accounts payable
131

 
(13
)
Accrued and other current liabilities
(85
)
 
60

Other long-term liabilities
(12
)
 
(95
)
Net cash provided by operating activities
493

 
409

Cash flows from investing activities:
 
 
 
Proceeds from sales of marketable securities
901

 
1,415

Proceeds from maturities of marketable securities
506

 
487

Proceeds from sale of long-lived assets and investments
6

 
2

Purchases of marketable securities
(1,415
)
 
(1,861
)
Purchases of property and equipment and intangible assets
(87
)
 
(54
)
Reimbursement of headquarters building development costs from banks

 
24

Other
(4
)
 
(1
)
Net cash provided by (used in) investing activities
(93
)
 
12

Cash flows from financing activities:
 
 
 
Proceeds from issuance of common stock under employee stock plans
40

 
64

Tax benefits from stock-based compensation
26

 
6

Payments related to repurchases of common stock
(509
)
 
(452
)
Dividends paid
(124
)
 
(99
)
Payments under capital lease obligations
(2
)
 
(2
)
Other
(1
)
 

Net cash used in financing activities
(570
)
 
(483
)
Change in cash and cash equivalents
(170
)
 
(62
)
Cash and cash equivalents at beginning of period
596

 
497

Cash and cash equivalents at end of period
$
426

 
$
435

 
 
 
 
Other non-cash activity:
 
 
 
Assets acquired by assuming related liabilities
$
15

 
$
2


See accompanying Notes to Condensed Consolidated Financial Statements.

6

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Note 1 - Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted 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 of Securities and Exchange Commission, or SEC, Regulation S-X. The January 31, 2016 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 , as filed with the SEC, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations and financial position have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 .  

Significant Accounting Policies
 
For a description of significant accounting policies, see Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 . There have been no material changes to our significant accounting policies since the filing of the Annual Report on Form 10-K.

Fiscal Year
 
We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal year 2017 is a 52-week year and fiscal year 2016 was a 53-week year. The second quarter of fiscal years 2017 and 2016 were both 13-week quarters.

Reclassifications

Certain prior fiscal year balances have been reclassified to conform to the current fiscal year presentation.

Principles of Consolidation
 
Our condensed consolidated financial statements include the accounts of NVIDIA Corporation and our wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an on-going basis, we evaluate our estimates, including those related to revenue recognition, cash equivalents and marketable securities, accounts receivable, inventories, income taxes, goodwill, stock-based compensation, litigation, investigation and settlement costs, restructuring and other charges, and other contingencies. These estimates are based on historical facts and various other assumptions that we believe are reasonable.

Adoption of New and Recently Issued Accounting Pronouncements

In March 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update which simplifies certain aspects of stock-based compensation accounting, including income taxes at settlement, classifications in the statement of cash flows, forfeitures and net settlements, and will be effective in our first quarter of fiscal year 2018. Early adoption is permitted in any annual or interim period. We are currently evaluating the impact of the adoption of this accounting guidance on our consolidated financial statements and whether or not to adopt it early. We expect that the adoption of this accounting guidance will result in increased volatility of our effective tax rate, and changes in certain tax-related balance sheet line items and statement of cash flows classifications.

7

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)




In February 2016, FASB issued an accounting standards update regarding the accounting for leases by which we will begin recognizing lease assets and liabilities on the balance sheet for leases with a lease term of more than 12 months. The update will require additional disclosures regarding key information about leasing arrangements. Under existing guidance, operating leases are not recorded as lease assets and lease liabilities on the balance sheet. The update will be effective for us beginning in our first quarter of fiscal year 2020, with early adoption permitted. We are currently evaluating the impact of the adoption of this accounting guidance on our consolidated financial statements. However, we expect the adoption of this accounting guidance to result in an increase in lease assets and a corresponding increase in lease liabilities on our Condensed Consolidated Balance Sheets.

In May 2014, the FASB issued an accounting standards update that creates a single source of revenue guidance under U.S. GAAP for all companies, in all industries, effective for annual reporting periods beginning after December 15, 2016, including interim periods within that reporting period. On July 9, 2015, the FASB voted to defer the effective date by one year, such that the new standard will be effective for us beginning in our first quarter of fiscal year 2019. The FASB will also permit entities to adopt the standard one year earlier if they choose (i.e., the original effective date). In March, April and May 2016, the FASB issued additional updates to the new revenue standard relating to reporting revenue on a gross versus net basis, identifying performance obligations and licensing arrangements, and narrow-scope improvements and practical expedients, respectively. We will adopt this guidance either by using a full retrospective approach for all periods presented in the period of adoption or a modified retrospective approach. We are currently evaluating the impact of this accounting guidance on our consolidated financial statements and have not yet determined which transition method we will apply.

Note 2 - Stock-Based Compensation
 
Our stock-based compensation expense is associated with stock options, restricted stock units, or RSUs, performance stock units that are based on our corporate financial performance targets, or PSUs, performance stock units that are based on market conditions, or market-based PSUs, and our employee stock purchase plan, or ESPP.

Our Condensed Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized as inventory, as follows:
 
Three Months Ended
 
Six Months Ended
 
July 31,
2016
 
July 26,
2015
 
July 31,
2016
 
July 26,
2015
 
(In millions)
Cost of revenue
$
4

 
$
3

 
$
8

 
$
6

Research and development
30

 
27

 
59

 
54

Sales, general and administrative
24

 
17

 
44

 
33

Total
$
58

 
$
47

 
$
111

 
$
93



8

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Equity Award Activity

The following is a summary of our equity award transactions under our equity incentive plans:
 
RSUs, PSUs and Market-based PSUs Outstanding
 
Options Outstanding
 
Number of Shares
 
Weighted Average Grant-Date Fair Value Per Share
 
Number of Shares
 
Weighted Average Exercise Price Per Share
 
(In millions, except per share data)
Balances, January 31, 2016
26

 
$
19.12

 
13

 
$
14.49

Granted (1) (2)
4

 
$
33.80

 

 
$

Exercised

 
$

 
(3
)
 
$
14.26

Vested restricted stock
(4
)
 
$
16.68

 

 
$

Canceled and forfeited

 
$

 

 
$

Balances, July 31, 2016
26

 
$
21.89

 
10

 
$
14.57


(1)
Includes PSUs that will be issued and eligible to vest if the corporate financial performance maximum target level for fiscal year 2017 is achieved. Depending on the actual level of achievement of the corporate performance target at the end of fiscal year 2017, the PSUs issued could range from 0 to 2 million shares.
 
(2)
Includes market-based PSUs that will be issued and eligible to vest if the maximum target for total shareholder return, or TSR, over the 3-year measurement period is achieved. Depending on the ranking of our TSR compared to the respective TSRs of the companies comprising the Standard & Poor’s 500 Index during a 3-year measurement period, the market-based PSUs issued could range from 0 to 0.3 million shares.
Of the total fair value of equity awards granted during the three and six months ended July 31, 2016, the stock-based compensation expense related to equity awards that are not expected to vest was  $5 million  and  $17 million , respectively. Of the total fair value of equity awards granted during the three and six months ended July 26, 2015, the stock-based compensation expense related to equity awards that are not expected to vest was  $2 million  and  $8 million , respectively.

The following summarizes the aggregate unearned stock-based compensation expense and estimated weighted average amortization period as of July 31, 2016 and January 31, 2016 :
 
July 31,
 
January 31,
 
2016
 
2016
 
(In millions)
Aggregate unearned stock-based compensation expense
$
392

 
$
381

 
 
 
 
Estimated weighted average amortization period
(In years)
Stock options
0.8

 
1.1

RSUs, PSUs and market-based PSUs
2.6

 
2.7

ESPP
0.6

 
0.7



9

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 3 – Net Income Per Share

The following is a reconciliation of the numerator and denominator of the basic and diluted net income per share computations for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
2016
 
2015
 
2016
 
2015
 
(In millions, except per share data)
Numerator:
 
 
 
 
 
 
 
Net income
$
253

 
$
26

 
$
449

 
$
160

Denominator:
 
 
 
 
 
 
 
Basic weighted average shares
534

 
541

 
536

 
545

Dilutive impact of outstanding securities:
 
 
 
 
 
 
 
Equity awards outstanding
23

 
11

 
20

 
13

1% Convertible Senior Notes
43

 
4

 
37

 
5

Warrants issued with the Notes
31

 

 
24

 

Diluted weighted average shares
631

 
556

 
617

 
563

Net income per share:
 
 
 
 
 
 
 
Basic (1)
$
0.47

 
$
0.05

 
$
0.84

 
$
0.29

Diluted (2)
$
0.40

 
$
0.05

 
$
0.73

 
$
0.28

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

 
1

 
4

 
4

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

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

The 1.00% Convertible Senior Notes, or the Notes, are included in the calculation of diluted net income per share. The Notes have a dilutive impact on net income per share if our average stock price for the reporting period exceeds the adjusted conversion price of $20.0877 per share. The Warrants outstanding are included in the calculation of diluted net income per share. The Warrants have a dilutive impact on net income per share if our average stock price for the quarter exceeds the adjusted strike price of $27.0411 per share. For the three and six months ended July 31, 2016 , our average stock price was $46.57 and $39.69 , respectively, which exceeded both the adjusted conversion price and the adjusted strike price, causing the Notes and the Warrants to have a dilutive impact for these periods.

The denominator for diluted net income per share does not include any effect from the convertible note hedge transactions, or the Note Hedges, that we entered into concurrently with the issuance of the Notes, as its effect would be anti-dilutive. In the event of conversion of the Notes, the shares delivered to us under the Note Hedges will offset the dilutive effect of the shares that we would issue under the Notes. Please refer to Note 11 of these Notes to Condensed Consolidated Financial Statements for additional discussion regarding the Notes.


10

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 4 – Income Taxes

We recognized income tax expense of $64 million and $109 million for the three and six months ended July 31, 2016 , respectively, and  $46 million  and  $84 million  for the three and six months ended July 26, 2015 , respectively. Our effective tax rate was 20.3% and 19.6% for the three and six months ended July 31, 2016 , respectively, and 64.0%  and  34.3%  for the three and six months ended July 26, 2015 , respectively.

The decrease in our effective tax rate in the three and six months ended July 31, 2016 compared to the same periods in the prior fiscal year was primarily due to the absence of tax-related restructuring charges recorded in the three months ended July 26, 2015, the favorable benefit of the U.S. federal research tax credit, which was permanently re-enacted in December 2015, and lower permanent tax differences related to stock-based compensation, partly offset by an increase in the amount of earnings subject to U.S. tax.

Our effective tax rate for the six months ended July 31, 2016 of 19.6% was lower than the U.S. federal statutory rate of 35% due primarily to income earned in jurisdictions where the tax rate is lower than the U.S. federal statutory tax rate, the benefit of the U.S. federal research tax credit and discrete events that occurred during the six months ended July 31, 2016 primarily attributable to tax benefits recognized upon the expiration of statutes of limitations in certain non-U.S. jurisdictions.

During the three months ended July 31, 2016 , we reduced certain unrecognized tax benefits related to various U.S. state income tax positions by $48 million as the state of California settled its review of our fiscal years 2011 and 2012. As a result, we recognized a $13 million state tax benefit, net of the agreed settlement, in the form of a deferred tax asset that is subject to a full valuation allowance. For the six months ended July 31, 2016 , there have been no other significant changes to our tax years that remain subject to review by major tax jurisdictions. Further, there have been no other significant changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 31, 2016 , other than the closure of our aforementioned state income tax position and the recognition of tax benefits upon the expiration of statutes of limitations in certain non-U.S. jurisdictions in the six months ended July 31, 2016 .

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that 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 are made or the underlying matters are settled or otherwise resolved with the respective tax authorities. As of July 31, 2016 , we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next twelve months.


11

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 5 - Marketable Securities
 
All of our cash equivalents and marketable securities are classified as “available-for-sale” securities. These securities are reported at fair value with the related unrealized gains and losses included in accumulated other comprehensive income (loss), a component of shareholders’ equity, net of tax, and net realized gains and losses recorded in other income and expense, net, on the Condensed Consolidated Statements of Income.

We performed an impairment review of our investment portfolio as of July 31, 2016 . Based on our quarterly impairment review, we concluded that our investments were appropriately valued and that no other-than-temporary impairment charges were necessary on our portfolio of available-for-sale investments as of July 31, 2016 .

The following is a summary of cash equivalents and marketable securities as of July 31, 2016 and January 31, 2016
 
July 31, 2016
 
Amortized
Cost
 
Unrealized
Gain
 
Unrealized
Loss
 
Estimated
Fair Value
 
(In millions)
Corporate debt securities
$
1,972

 
$
5

 
$
(1
)
 
$
1,976

Debt securities of United States government agencies
1,046

 
2

 

 
1,048

Debt securities issued by United States Treasury
809

 
3

 

 
812

Asset-backed securities
369

 
1

 

 
370

Mortgage-backed securities issued by United States government-sponsored enterprises
175

 
3

 
(1
)
 
177

Foreign government bonds
80

 

 

 
80

Money market funds
47

 

 

 
47

Total
$
4,498

 
$
14

 
$
(2
)
 
$
4,510

Classified as:


 


 


 


Cash equivalents
 

 
 

 
 

 
$
57

Marketable securities
 

 
 

 
 

 
4,453

Total
 

 
 

 
 

 
$
4,510

 
January 31, 2016
 
Amortized
Cost
 
Unrealized
Gain
 
Unrealized
Loss
 
Estimated
Fair Value
 
(In millions)
Corporate debt securities
$
1,903

 
$
1

 
$
(3
)
 
$
1,901

Debt securities of United States government agencies
1,170

 
1

 
(1
)
 
1,170

Debt securities issued by United States Treasury
800

 
1

 

 
801

Asset-backed securities
435

 

 

 
435

Mortgage-backed securities issued by United States government-sponsored enterprises
229

 
3

 
(1
)
 
231

Foreign government bonds
92

 

 

 
92

Money market funds
43

 

 

 
43

Total
$
4,672

 
$
6

 
$
(5
)
 
$
4,673

Classified as:

 

 

 

Cash equivalents
 
 
 
 
 
 
$
232

Marketable securities
 
 
 
 
 
 
4,441

Total
 
 
 
 
 
 
$
4,673

 
The following table provides the breakdown of the investments with unrealized losses as of July 31, 2016
 
Less than 12 months
 
12 months or greater
 
Total
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
Fair Value
 
Gross
Unrealized
Losses
 
(In millions)
Corporate debt securities
$
263

 
$
1

 
$
98

 
$

 
$
361

 
$
1

Mortgage-backed securities issued by United States government-sponsored enterprises
54

 
1

 
31

 

 
85

 
1

 
$
317

 
$
2

 
$
129

 
$

 
$
446

 
$
2


The gross unrealized losses as of July 31, 2016 related to fixed income securities due to changes in interest rates and are temporary in nature. We have the intent and ability to hold our investments with impairment indicators until maturity.

The amortized cost and estimated fair value of cash equivalents and marketable securities, which are primarily debt instruments, are classified as available-for-sale as of July 31, 2016 and January 31, 2016 and are shown below by contractual maturity:  

 
July 31, 2016
 
January 31, 2016
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 
(In millions)
Less than 1 year
$
1,846

 
$
1,847

 
$
1,619

 
$
1,619

Due in 1 - 5 years
2,591

 
2,601

 
3,019

 
3,020

Mortgage-backed securities issued by United States government-sponsored enterprises not due at a single maturity date
61

 
62

 
34

 
34

Total
$
4,498

 
$
4,510

 
$
4,672

 
$
4,673

 
Net realized losses were not significant for the three and six months ended July 31, 2016 and for the three months ended July 26, 2015 . Net realized gains were $3 million for the six months ended July 26, 2015 .


12

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 6 – Fair Value of Financial Assets and Liabilities

We measure our cash equivalents, marketable securities, and interest rate swap at fair value using quoted market prices of identical assets or similar assets from active markets. We review the fair value hierarchy classification on a quarterly basis. There were no significant transfers between Levels 1 and 2 assets or liabilities for the three months ended July 31, 2016 , and we did not have any investments or liabilities classified as Level 3 as of July 31, 2016 .
 
 
Fair Value at
 
Pricing Category
 
July 31, 2016
 
January 31, 2016
 
 
 
(In millions)
Assets
 
 
 
 
 
Cash equivalents and marketable securities:
 
 
 
 
 
Corporate debt securities (1)
Level 2
 
$
1,976

 
$
1,901

Debt securities of United States government agencies (2)
Level 2
 
$
1,048

 
$
1,170

Debt securities issued by United States Treasury (3)
Level 2
 
$
812

 
$
801

Asset-backed securities (3)
Level 2
 
$
370

 
$
435

Mortgage-backed securities issued by United States government-sponsored enterprises (3)
Level 2
 
$
177

 
$
231

Foreign government bonds (3)
Level 2
 
$
80

 
$
92

Money market funds (4)
Level 1
 
$
47

 
$
43

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Current liability:
 
 
 
 
 
1.00% Convertible Senior Notes (5)
Level 2
 
$
4,239

 
$
2,273

Other noncurrent liability:
 
 
 
 
 
Interest rate swap (6)
Level 2
 
$
12

 
$
7


(1)
Included $5 million and $51 million in cash equivalents as of July 31, 2016 and January 31, 2016 , respectively, and $1.97 billion and $1.85 billion in marketable securities as of July 31, 2016 and January 31, 2016 , respectively, on the Condensed Consolidated Balance Sheets.

(2)
Included $5 million and $90 million in cash equivalents as of July 31, 2016 and January 31, 2016 , respectively, and $1.04 billion and $1.08 billion in marketable securities as of July 31, 2016 and January 31, 2016 , respectively, on the Condensed Consolidated Balance Sheets.

(3)
Reported in marketable securities on the Condensed Consolidated Balance Sheets.

(4)
Reported in cash equivalents on the Condensed Consolidated Balance Sheets.

(5)
The Notes are carried on our Condensed Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount, and are not marked to fair value each period. See Note 11 of these Notes to Condensed Consolidated Financial Statements for additional information on the Notes.

(6)
Please refer to Note 9 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding our interest rate swap.


13

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 7 - Amortizable Intangible Assets
 
The components of our amortizable intangible assets are as follows:
 
July 31, 2016
 
January 31, 2016
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
(In millions)
Acquisition-related intangible assets
$
193

 
$
(160
)
 
$
33

 
$
193

 
$
(152
)
 
$
41

Patents and licensed technology
469

 
(364
)
 
105

 
462

 
(337
)
 
125

Total intangible assets
$
662

 
$
(524
)
 
$
138

 
$
655

 
$
(489
)
 
$
166


Amortization expense associated with intangible assets was $18 million and $35 million for the three and six months ended July 31, 2016 , respectively, and $19 million and $38 million for the three and six months ended July 26, 2015 , respectively. Future amortization expense related to the net carrying amount of intangible assets as of July 31, 2016 is estimated to be $34 million for the remainder of fiscal year 2017, $54 million in fiscal year 2018 , $26 million in fiscal year 2019 , $16 million in fiscal year 2020 , $7 million in fiscal year 2021 and a total of  $1 million  in fiscal year 2022 and beyond.

Note 8 - Balance Sheet Components
 
Certain balance sheet components are as follows:
 
July 31,
 
January 31,
 
2016
 
2016
Inventories:
(In millions)
Raw materials
$
133

 
$
105

Work in-process
143

 
103

Finished goods
245

 
210

Total inventories
$
521

 
$
418


As of July 31, 2016 , we had outstanding inventory purchase obligations totaling $826 million .

 
July 31,
 
January 31,
 
2016
 
2016
Accrued and Other Current Liabilities:
(In millions)
Deferred revenue
$
251

 
$
322

Customer related liabilities (1)
144

 
160

Accrued payroll and related expenses
90

 
79

Accrued restructuring and other charges (2)
15

 
23

Professional service fees
14

 
23

Warranty accrual (3)
8

 
11

Income taxes payable
6

 
2

Contributions payable
4

 
3

Coupon interest on Notes
3

 
3

Other
21

 
16

Total accrued and other current liabilities
$
556

 
$
642

      

14

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



(1)
Customer related liabilities include accrued customer programs, such as rebates and marketing development funds.
(2)
Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.
(3)
Please refer to Note 10 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding warranties.
 
July 31,
 
January 31,
 
2016
 
2016
Other Long-Term Liabilities:
(In millions)
Deferred income tax liability
$
372

 
$
301

Income taxes payable
80

 
78

Contributions payable
14

 
13

Interest rate swap (1)
12

 
7

Deferred revenue (2)
1

 
44

Other
15

 
10

Total other long-term liabilities
$
494

 
$
453


(1)
Please refer to Note 9 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding our interest rate swap.

(2)
Deferred revenue under our patent cross licensing agreement with Intel Corporation is now located in short term deferred revenue as less than twelve months remains on the agreement.

Note 9 - Derivative Financial Instruments

In August 2015 we entered into an interest rate swap for a portion of the operating lease financing arrangement for our new headquarters building that entitles us to pay amounts based on a fixed interest rate in exchange for receipt of amounts based on variable interest rates. The objective of this interest rate swap is to mitigate variability in the benchmark interest rate on the first $200 million of existing operating lease financing payments. This interest rate swap is designated as a cash flow hedge, will have settlements beginning in the second quarter of fiscal year 2019, and will terminate in the fourth quarter of fiscal year 2023. Gains or losses on this swap are recorded in accumulated other comprehensive income (loss) and will subsequently be recorded in earnings at the point when the related operating lease financing expense begins to affect earnings or if ineffectiveness of the swap should occur.

During the three and six months ended July 31, 2016 , we entered into foreign currency forward contracts with a total U.S. dollar equivalent notional value of $61 million and $96 million , respectively, to mitigate the impact of foreign currency exchange rate movements on our operating expenses. We designate these contracts as cash flow hedges and assess the effectiveness of the hedge relationships on a spot to spot basis. Gains or losses on the contracts are recorded in accumulated other comprehensive income (loss) and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur. The fair value of the contracts as of July 31, 2016 was not significant.

During the three months ended July 31, 2016 , we also entered into a foreign currency forward contract to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than our reporting currency. This foreign currency forward contract had a total U.S. dollar equivalent notional value of $13 million and was not designated for hedge accounting treatment. Therefore, the change in fair value of this contract is recorded as a component of other income (expense), net, and offsets the change in fair value of the foreign currency denominated monetary assets and liabilities, which is also recorded in other income (expense), net.
  
Under the master netting agreements with the respective counterparties to our foreign currency forward contracts, we are allowed to net settle transactions with the same counterparty, subject to applicable requirements. However, we present our derivative assets and liabilities at their gross fair values on our Condensed Consolidated Balance Sheets. We are not required to pledge, and are not entitled to receive, cash collateral related to these derivative instruments.


15

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



As of  July 31, 2016 , the maturities of the designated foreign currency forward contracts were three months or less.

We formally assess, both at inception and on an ongoing basis, whether derivative financial instruments designated for hedge accounting treatment are highly effective. For the three and six months ended July 31, 2016 , all derivative financial instruments designated for hedge accounting treatment were determined to be highly effective and there were no gains or losses associated with ineffectiveness.

During the three and six months ended July 31, 2016 , we recognized unrealized losses on derivative financial instruments designated for hedge accounting treatment of $3 million and $4 million , respectively, net of tax, in other comprehensive income.

We expect to realize all of the amounts deferred into accumulated other comprehensive income (loss) related to foreign currency forward contracts within the next twelve months. However, we do not expect to reclassify any amount from accumulated other comprehensive income (loss) into earnings related to the interest rate swap as the underlying operating lease financing payments for our new headquarters building will not start within the next twelve months.

Note 10 - Guarantees
 
U.S. GAAP requires that upon issuance of a guarantee, the guarantor must recognize a liability for the fair value of the obligation it assumes under that guarantee. In addition, U.S. GAAP requires disclosures about the guarantees that an entity has issued, including a tabular reconciliation of the changes of the entity’s product warranty liabilities.
  
Accrual for Product Warranty Liabilities

We record a reduction to revenue for estimated product returns at the time revenue is recognized primarily based on historical return rates. Cost of revenue includes the estimated cost of product warranties. Under limited circumstances, we may offer an extended limited warranty to customers for certain products. Additionally, we accrue for known warranty and indemnification issues if a loss is probable and can be reasonably estimated.

On July 31, 2015, we announced a voluntary recall and replacement of our SHIELD 8-inch tablets that were sold between July 2014 and July 2015. We have determined that the battery in these tablets can overheat, posing a fire hazard. The recall does not affect any other NVIDIA products. During the twelve months ended January 31, 2016, we recorded a $26 million charge against cost of revenue to cover anticipated customer warranty, repair, return, replacement and other associated costs.

The estimated product returns and estimated product warranty liabilities as of, and for the six months and twelve months ended July 31, 2016 and January 31, 2016 , respectively, were as follows: 
 
July 31,
 
January 31,
 
2016
 
2016
 
(In millions)
Balance at beginning of period
$
11

 
$
8

Additions
1

 
27

Deductions
(4
)
 
(24
)
Balance at end of period 
$
8

 
$
11


In connection with certain agreements that we have entered into in the past, we have provided indemnities to cover the indemnified party for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Condensed Consolidated Financial Statements for such indemnifications.


16

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 11 - Convertible Debt
1.00 % Convertible Senior Notes Due 2018
On December 2, 2013, we issued $1.50 billion in Notes. The Notes are unsecured, unsubordinated obligations of the Company, which pay interest in cash semi-annually at a rate of 1.00% per annum. The Notes will mature on December 1, 2018 unless repurchased or converted prior to such date. The Notes were initially convertible at a rate of 49.5958 shares of common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of $20.1630 per share of common stock). The conversion rate and conversion price are adjusted upon the occurrence of certain events, including our cash dividends or distributions exceeding $0.085 per share. Accordingly, as of July 31, 2016 , the conversion rate has been adjusted to 49.7818 shares of common stock per $1,000 principal amount of Notes (equivalent to an adjusted conversion price of $20.0877 per share of common stock) for dividend increases made to that date.

We separately accounted for the liability and equity components of the Notes at issuance and the value assigned to the debt component was the estimated fair value, as of the issuance date, of a similar debt without the conversion feature. The difference between the net cash proceeds and this estimated fair value represented the value assigned to the equity component and was recorded as a debt discount. The debt discount is amortized using the effective interest method from the origination date through its stated contractual maturity date.

The initial debt component of the Notes was valued at $1.35 billion based on the contractual cash flows discounted at an appropriate market rate for a non-convertible debt at the date of issuance, which was determined to be 3.15% . The initial carrying value of the permanent equity component reported in additional paid-in-capital was valued at $126 million and recorded as a debt discount. This amount, together with the $23 million purchaser's discount to the par value of the Notes, represented the total unamortized debt discount of $148 million we recorded at the time of issuance of the Notes. The aggregate debt discount is amortized as interest expense over the contractual term of the Notes using the effective interest method using an interest rate of 3.15% .

The following table presents the carrying value of the Notes:
 
July 31,
 
January 31,
 
2016
 
2016
 
(In millions)
1.00% Convertible Senior Notes Due 2018
$
1,500

 
$
1,500

Unamortized debt discount (1)
(72
)
 
(87
)
Net carrying amount
$
1,428

 
$
1,413

(1) As of  July 31, 2016 , the remaining period over which the unamortized debt discount will be amortized is  2.3 years.

The following table presents interest expense for the contractual interest and the accretion of debt discount and issuance costs:
 
 
Three Months Ended
 
Six Months Ended
 
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
 
2016
 
2015
 
2016
 
2015
 
 
(In millions)
Contractual coupon interest expense
 
$
4

 
$
4

 
$
8

 
$
8

Amortization of debt discount and issuance costs
 
7

 
7

 
14

 
14

Total interest expense related to Notes
 
$
11

 
$
11

 
$
22

 
$
22


17

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Holders may convert all or any portion of their Notes at their option at any time prior to August 1, 2018 only under the following circumstances: (1) during any fiscal quarter (and only during such fiscal quarter), if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the measurement period) in which the trading price per $1,000 principal amount of notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after August 1, 2018 to the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of their Notes regardless of the foregoing conditions.

The Notes first became convertible as of February 1, 2016. As of July 31, 2016 , the Notes continued to be convertible at the holders’ option through October 30, 2016 as the price of our common stock was greater than or equal to 130% of the conversion price for at least 20 trading days during the 30 consecutive trading days ending on the last trading day of our fiscal quarter ended July 31, 2016 . As such, the $1.43 billion carrying value of the Notes continued to be classified as a current liability and the $72 million difference between the principal amount and the carrying value of the Notes continued to be classified as convertible debt conversion obligation in the mezzanine equity section of our Condensed Consolidated Balance Sheet, and will remain there for as long as the Notes are convertible. The determination of whether or not the Notes are convertible must continue to be performed on a quarterly basis. Consequently, the Notes may be reclassified as long-term debt and the convertible debt conversion obligation may be reclassified within shareholders' equity if the conversion threshold is not met in future quarters.

Upon conversion of the Notes, we will pay cash up to the aggregate principal amount of the Notes. We may pay or deliver cash, shares of our common stock or a combination of cash and shares of our common stock, at our election, in respect of the remainder, if any, of our conversion obligation in excess of the aggregate principal amount of the Notes being converted. Based on the closing price of our common stock on July 29, 2016 (the last trading day of the second quarter of fiscal year 2017) of $57.10 , the if-converted value of our Notes exceeded their principal amount by approximately $2.76 billion .

During the three months ended July 31, 2016, an aggregate of $0.2 million  in principal amount of the Notes was converted at the holders’ option, and we paid cash of  $0.2 million  and issued 5,446  shares of our common stock with respect to the conversion obligation in excess of the principal amount. We recognized an insignificant loss on extinguishment related to the conversions of the Notes for the three months ended July 31, 2016 . As of  July 31, 2016 , the remaining aggregate principal amount of the Notes outstanding was  $1,499.8 million . As of July 31, 2016 , we had received conversion notices for an aggregate of  $229 million  in principal amount of the Notes plus an additional notice subsequent to July 31, 2016 for $200 million in principal amount of the Notes. Settlements of these conversion requests are expected to be completed in the third quarter of fiscal year 2017.

Note Hedges and Warrants

Concurrently with the issuance of the Notes, we entered into a convertible note hedge transaction, or the Note Hedges, with a strike price equal to the initial conversion price of the Notes, or  $20.1630  per share. Adjusting for dividends paid through July 31, 2016 , the strike price of the Note Hedges has been adjusted to $20.0877  per share. The Note Hedges allow us to receive shares of our common stock and/or cash related to the excess conversion value that we would deliver and/or pay, respectively, to the holders of the Notes upon conversion. Through  July 31, 2016 , we had received  5,446  shares of our common stock from the exercise of a portion of the Note Hedges related to the conversion of an aggregate of  $0.2 million  in principal amount of the Notes.

In addition, concurrent with the offering of the Notes and the purchase of the Note Hedges, we entered into a separate warrant transaction, or the Warrants, with an initial strike price to the holders of the Warrants of  $27.1425  per share. Under the terms of the Warrants, the strike price is adjusted upon the occurrence of certain events, including our cash dividends or distributions that deviate from $0.085 per share. Accordingly, as of July 31, 2016 , the strike price was adjusted to  $27.0411  per share, reflecting adjustments for our dividend increases made to that date. The Warrants are net share settled and cover, subject to customary anti-dilution adjustments,  75 million  shares of our common stock. As of  July 31, 2016 , the warrants had not been exercised and remained outstanding. The value of the warrants was initially recorded in equity and continues to be classified as equity.


18

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 12 - Commitments and Contingencies

Operating Lease Financing Arrangement

In fiscal year 2016, we began to construct a new headquarters building in Santa Clara, California, which is currently targeted for completion in the fourth quarter of fiscal year 2018. We are financing this construction under an off-balance sheet, build-to-suit operating lease arrangement. As a part of this arrangement, we leased the real property we own where the building will be constructed under a 99 year ground lease to a syndicate of banks and concurrently leased back the building under a real property lease.

Under the real property lease, we pay rent, taxes, maintenance costs, utilities, insurance and other property related costs. The lease has an initial 7.5 year term expiring on December 19, 2022, consisting of an approximately 2.5 year construction period followed by a 5 year lease term. We have the option to renew this lease for up to three additional 5 year periods, subject to approval by the banks.

We will oversee the construction of the headquarters building. The banks have committed to fund up to $380 million of costs relating to construction. Advances will be made periodically to reimburse us for construction costs we incur. Once construction is complete, the lease balance will remain static at the completed cost for the remaining duration of the lease term. During construction, accrued interest will be capitalized into the lease balance. Following construction, we will pay rent in the form of interest. We have guaranteed the obligations under the lease held by our subsidiary.

During the term of the lease, we may elect to purchase the headquarters building for the amount of the banks’ investment in the building and any accrued but unpaid rent. At the end of the lease term, we may elect to buy the building for the outstanding balance on the maturity date or arrange for the cash sale of the building to an unaffiliated third party. The aggregate guarantee made by us under the lease is no more than 87.5% of the costs incurred in connection with the construction of the building. However, under certain default circumstances, the lease guarantee may be 100% of the banks’ investment in the building plus any and all accrued but unpaid interest and all other rent due and payable under the operative agreements.

The operative agreements are subject to customary default provisions, including, for example, those relating to payment and performance defaults, and events of bankruptcy. We are also subject to financial covenants including a covenant to maintain a maximum total leverage ratio not to exceed 3.0 to 1.0 and a minimum interest coverage ratio in excess of 3.5 to 1.0 during the term. If certain events of default occur and are continuing under the operative agreements, the banks may accelerate repayment of their investment under the lease.

Patent Infringement Cases

In September 2014, NVIDIA filed complaints against Qualcomm, Inc. and various Samsung entities in both the United States International Trade Commission, or ITC, and the United States District Court for the District of Delaware alleging infringement of certain patents relating to graphics processing. In November 2014, Samsung filed complaints against NVIDIA in the ITC and the United States District Court for the Eastern District of Virginia, alleging that NVIDIA infringed certain patents.

NVIDIA and Samsung, and NVIDIA and Qualcomm, also challenged the validity of certain of each other’s patents through inter partes review before the United States Patent and Trademark Office.

On April 28, 2016, NVIDIA and Samsung entered a binding memorandum of understanding which resolved all existing intellectual property disputes between the parties, and requires the immediate dismissal of all pending litigation between them. As a result of this agreement, on May 5, 2016, Samsung filed a Stipulation of Dismissal in the United States District Court for the Eastern District of Virginia. On May 11, 2016, NVIDIA voluntarily dismissed its petition to the United States Court of Appeals for the Federal Circuit to review the ITC’s decision in Investigation No. 337-TA-932. On May 12, 2016, NVIDIA voluntarily dismissed its Complaint in the United States District Court for the District of Delaware. On May 19, 2016, Samsung filed a Corrected Joint Motion to Terminate Investigation No. 337-TA-941. On June 16, 2016, the ITC granted the joint motion and terminated the ITC investigation. The parties have also moved to dismiss all pending inter partes reviews. Also as part of this agreement, NVIDIA and Samsung each received a license to a small number of patents of the other, but no portfolio license was granted nor was any compensation paid by either party. On June 28, 2016, NVIDIA and Samsung executed a settlement agreement based on the April 28, 2016 memorandum of understanding.


19

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



NVIDIA’s dismissals on May 11, 2016 and May 12, 2016 also terminated its claims against Qualcomm.

In December 2015, Advanced Silicon Technologies LLC filed complaints in the ITC and the United States District Court for the District of Delaware alleging infringement of certain patents relating to graphics processing and memory management. NVIDIA and Advanced Silicon Technologies resolved this litigation on April 22, 2016 and NVIDIA agreed to license the patents asserted and other patents owned and controlled by Advanced Silicon Technologies and certain of its affiliates. On April 27, 2016, NVIDIA and Advanced Silicon Technologies jointly moved to terminate the investigation as to NVIDIA. The Office of Unfair Import Investigations supported the motion, and none of the other parties opposed it. On May 10, 2016, the Administrative Law Judge issued an Initial Determination granting the joint request to terminate the investigation as to NVIDIA. On June 1, 2016, the ITC issued a Notice determining not to review the Administrative Law Judge’s determination, thereby finalizing termination of the investigation as to NVIDIA. Pursuant to the license agreement, $10 million was recorded as a charge to cost of revenue during the three months ended May 1, 2016.

Accounting for Loss Contingencies

We are engaged in other legal actions not described above arising in the ordinary course of its business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

Note 13 - Shareholders’ Equity
 
Capital Return Program  

Beginning August 2004, our Board of Directors authorized us, subject to certain specifications, to repurchase shares of our common stock. In May 2015, the Board extended the previously authorized repurchase program through December 2018 and authorized an additional $1.62 billion under the repurchase program.

In March 2016, we entered into an accelerated share repurchase, or ASR, agreement with an investment bank, under which we made an upfront payment of $500 million to purchase shares of our common stock and received an initial delivery of 12 million shares. The shares delivered resulted in a reduction, on the delivery date, of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted earnings per share. The ASR agreement was settled in July 2016 with a cash payment of $9 million to the investment bank. As a result, a total of 12 million shares were repurchased under the ASR transaction for $509 million , or an average price of $42.06 per share.

During the three and six months ended July 31, 2016 , we also paid $62 million and $124 million , respectively, in cash dividends to our shareholders, equivalent to $0.1150 per share. As a result, we returned $71 million and $633 million to shareholders during the three and six months ended July 31, 2016 , respectively, in the form of share repurchases and dividend payments.

Through July 31, 2016 , we have repurchased an aggregate of 243 million shares under our share repurchase program for a total cost of $4.36 billion . All shares delivered from these repurchases have been placed into treasury stock. As of July 31, 2016 , we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $0.96 billion .

We intend to return approximately $1.00 billion to our shareholders in fiscal year 2017 through a combination of share repurchases and cash dividends. We also declared on August 11, 2016 that we would pay our next quarterly cash dividend of $0.1150 per share on September 16, 2016, to all shareholders of record on August 25, 2016.

Convertible Preferred Stock

As of July 31, 2016 and January 31, 2016, there were no shares of preferred stock outstanding.

Common Stock

We are authorized to issue up to 2.00 billion shares of our common stock at $0.001 per share par value.


20

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Note 14 - Segment Information
 
Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Our operating segments are equivalent to our reportable segments.

We report our business in two primary reportable segments - the GPU business and the Tegra Processor business - based on a unified underlying graphics architecture.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla for researchers and analysts focused on artificial intelligence, deep learning and big-data; and GRID for cloud-based visual computing users. Our Tegra brand integrates an entire computer onto a single chip, incorporating GPUs and multi-core CPUs aimed at online gaming and entertainment devices, as well as autonomous robots, drones and cars.

We have a single unifying architecture for our GPU and Tegra Processors. This architecture unification leverages our visual computing expertise by charging the operating expenses of certain core engineering functions to the GPU business, while charging the Tegra Processor business for the incremental cost of the teams working directly for that business. In instances where the operating expenses of certain functions benefit both reportable segments, our CODM assigns 100% of those expenses to the reportable segment that benefits the most.

The “All Other” category presented below represents the revenue and expenses that our CODM does not assign to either the GPU business or the Tegra Processor business for purposes of making operating decisions or assessing financial performance. The revenue includes primarily patent licensing revenue and the expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related costs, restructuring and other charges, contributions, product warranty charge, legal settlement 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 total assets on a reportable segment basis. Reportable segments do not record intersegment revenue, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for NVIDIA as a whole. The table below presents details of our reportable segments and the “All Other” category.

21

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



 
GPU
 
Tegra Processor
 
All Other
 
Consolidated
 
(In millions)
Three Months Ended July 31, 2016
 
 
 
 
 
 
 
Revenue
$
1,196

 
$
166

 
$
66

 
$
1,428

Depreciation and amortization expense
$
29

 
$
7

 
$
11

 
$
47

Operating income (loss)
$
379

 
$
(14
)
 
$
(48
)
 
$
317

 
 
 
 
 
 
 
 
Three Months Ended July 26, 2015
 

 
 

 
 

 
 

Revenue
$
959

 
$
128

 
$
66

 
$
1,153

Depreciation and amortization expense
$
27

 
$
11

 
$
11

 
$
49

Operating income (loss)
$
273

 
$
(41
)
 
$
(156
)
 
$
76

 
 
 
 
 
 
 
 
Six Months Ended July 31, 2016
 
 
 
 
 
 
 
Revenue
$
2,275

 
$
326

 
$
132

 
$
2,733

Depreciation and amortization expense
$
57

 
$
14

 
$
21

 
$
92

Operating income (loss)
$
727

 
$
(52
)
 
$
(114
)
 
$
561

 
 
 
 
 
 
 
 
Six Months Ended July 26, 2015
 
 
 
 
 
 
 
Revenue
$
1,899

 
$
273

 
$
132

 
$
2,304

Depreciation and amortization expense
$
55

 
$
26

 
$
22

 
$
103

Operating income (loss)
$
551

 
$
(99
)
 
$
(202
)
 
$
250


 
Three Months Ended
 
Six Months Ended
 
July 31,
2016
 
July 26,
2015
 
July 31,
2016
 
July 26,
2015
 
(In millions)
Reconciling items included in "All Other" category:
 
 
 
 
 
 
 
Unallocated revenue
$
66

 
$
66

 
$
132

 
$
132

Stock-based compensation expense
(58
)
 
(47
)
 
(111
)
 
(93
)
Unallocated cost of revenue and operating expenses
(49
)
 
(67
)
 
(104
)
 
(124
)
Acquisition-related costs
(4
)
 
(4
)
 
(8
)
 
(13
)
Restructuring and other charges
(2
)
 
(89
)
 
(3
)
 
(89
)
Contributions
(1
)
 

 
(4
)
 

Product warranty charge

 
(15
)
 

 
(15
)
Legal settlement costs

 

 
(16
)
 

Total
$
(48
)
 
$
(156
)
 
$
(114
)
 
$
(202
)


22

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Revenue by geographic region is allocated to individual countries 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 table summarizes information pertaining to our revenue from customers based on invoicing address in different geographic regions:

 
Three Months Ended
 
Six Months Ended
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
2016
 
2015
 
2016
 
2015
 
(In millions)
Revenue:
 
 
 
 
 
 
 
Taiwan
$
505

 
$
445

 
$
949

 
$
832

China
256

 
181

 
504

 
354

United States
206

 
138

 
400

 
318

Other Asia Pacific
191

 
185

 
351

 
373

Europe
167

 
106

 
323

 
225

Other Americas
103

 
98

 
206

 
202

Total revenue
$
1,428

 
$
1,153

 
$
2,733

 
$
2,304

The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:
 
Three Months Ended
 
Six Months Ended
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
2016
 
2015
 
2016
 
2015
 
(In millions)
Revenue:
 
 
 
 
 
 
 
Gaming
$
781

 
$
660

 
$
1,468

 
$
1,247

Professional Visualization
214

 
176

 
403

 
357

Datacenter
151

 
72

 
294

 
160

Automotive
119

 
71

 
232

 
148

OEM & IP
163

 
174

 
336

 
392

Total revenue
$
1,428

 
$
1,153

 
$
2,733

 
$
2,304


Revenue from significant customers, those representing 10% or more of total revenue for the respective dates, is summarized as follows:
 
Three Months Ended
 
Six Months Ended
 
July 31,
 
July 26,
 
July 31,
 
July 26,
 
2016
 
2015
 
2016
 
2015
Revenue:
 
 
 
 
 
 
 
Customer A
10
%
 
13
%
 
11
%
 
11
%
Customer B
8
%
 
10
%
 
8
%
 
10
%

Revenue from both customers was attributable to the GPU business.


23

NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



Accounts receivable from significant customers, those representing 10% or more of total accounts receivable for the respective periods, is summarized as follows: 
 
 
July 31,
 
January 31,
 
 
2016
 
2016
Accounts Receivable:
 
 
 
 
Customer B
 
18
%
 
21
%

Note 15 - Restructuring and Other Charges
 
In the second quarter of fiscal year 2016, we began the wind-down of our Icera operations. Our operating expenses for the three and six months ended July 31, 2016 included $2 million and $3 million , respectively, of restructuring and other charges.

The following table provides a summary of the restructuring activities and related liabilities recorded in accrued liabilities on our Condensed Consolidated Balance Sheets as of July 31, 2016 (in millions):
Balance as of January 31, 2016
$
23

Restructuring and other charges
3

Cash payments
(12
)
Non-cash adjustments
1

Balance as of July 31, 2016
$
15


The majority of the remaining balance of $15 million as of July 31, 2016 is expected to be paid during fiscal year 2017. 


24



ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in this Quarterly Report on Form 10-Q in greater detail under the heading “Risk Factors.” 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 estimates and assumptions only as of the date of this filing. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
 
All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and our subsidiaries, except where it is made clear that the term means only the parent company.
      
NVIDIA, the NVIDIA logo, GeForce, Quadro, Tegra, Tesla, Ansel, GeForce NOW, Icera, Iray, NVIDIA DGX-1, NVIDIA DRIVE, NVIDIA DesignWorks, NVIDIA GRID, NVIDIA SHIELD, NVIDIA VRWorks, and Pascal are trademarks and/or registered trademarks of NVIDIA Corporation in the United States and other countries. Other company and product names may be trademarks of the respective companies with which they are associated.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with “Item 6. Selected Financial Data” of our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and “Item 1A. Risk Factors” of this Quarterly Report on Form 10-Q and our Condensed Consolidated Financial Statements and related Notes thereto, as well as other cautionary statements and risks described elsewhere in this Quarterly Report on Form 10-Q, before deciding to purchase or sell shares of our common stock.

Overview
 
Our Company and Our Businesses

NVIDIA is the world leader in visual computing. NVIDIA has transformed into a specialized platform company that targets four large markets - Gaming, Professional Visualization, Datacenter and Automotive - where visual computing is essential and valued.

Our two reportable segments - GPU and Tegra Processor - are based on a single underlying graphics architecture. From our proprietary processors, we have created platforms that address the four large markets where our visual computing expertise is critically important. We are focused on delivering value through PC, mobile and cloud architectures. Our vertical integration enables us to bring together hardware, system software, programmable algorithms, systems and services to create unique value for the markets we serve.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla for researchers and analysts focused on artificial intelligence, deep learning and big-data; and GRID for cloud-based visual computing users. Our Tegra brand integrates an entire computer onto a single chip, incorporating GPUs and multi-core CPUs aimed at online gaming and entertainment devices, as well as autonomous robots, drones and cars.

Headquartered in Santa Clara, California, NVIDIA was incorporated in California in April 1993 and reincorporated in Delaware in April 1998.


25



Recent Developments, Future Objectives and Challenges

Second Quarter of Fiscal Year 2017 Summary
 
Three Months Ended
 
 
 
 
 
July 31, 2016
 
May 1, 2016
 
July 26, 2015
 
Q/Q
 
Y/Y
 
(In millions, except per share data)
Revenue
$
1,428

 
$
1,305

 
$
1,153

 
9
%
 
24
 %
Gross margin
57.9
%
 
57.5
%
 
55.0
%
 
40 bps

 
290 bps

Operating expenses
$
509

 
$
506

 
$
558

 
1
%
 
(9
)%
Income from operations
$
317

 
$
245

 
$
76

 
29
%
 
317
 %
Net income
$
253

 
$
196

 
$
26

 
29
%
 
873
 %
Net income per diluted share
$
0.40

 
$
0.33

 
$
0.05

 
21
%
 
700
 %

Revenue increased 24% in the second quarter of fiscal year 2017 to $1.43 billion. Growth was driven by GPUs for gaming, datacenter and professional visualization, as well as by Tegra automotive systems. GPU business revenue was $1.2 billion, up 25% from a year earlier and up 11% sequentially, reflecting strength in GeForce gaming GPU, datacenter, and professional visualization revenue. Tegra Processor business revenue of $166 million was up 30% year on year and up 4% sequentially, reflecting growth in Tegra automotive systems.

Gaming platform revenue for the second quarter of fiscal year 2017 was $781 million, up 18% from a year ago, driven by Pascal gaming GPU sales across all regions. Datacenter revenue, including Tesla and NVIDIA GRID, was $151 million, up 110% from a year earlier and up 6% sequentially, amid strong demand for GPU acceleration related to deep learning. Professional visualization revenue from Quadro was $214 million, up 22% year over year and up 13% sequentially. Automotive revenue from infotainment modules and product development contracts was $119 million, up 68% from a year earlier and up 5% sequentially.

Gross margin for the second quarter of fiscal year 2017 was 57.9%, reflecting the strength of our GeForce gaming GPUs, our platform approach, and demand for deep learning.

Operating expenses for the second quarter of fiscal year 2017 were $509 million, down 9% from a year earlier and up 1% sequentially. The year over year decrease was driven primarily by $89 million in restructuring and other charges we recorded in the second quarter of fiscal year 2016 associated with the wind-down of our Icera operations. The sequential increase reflects headcount related costs from hiring for our growth initiatives and marketing expenses associated with the introduction of our new Pascal family of GPUs.

Income from operations for the second quarter of fiscal year 2017 was $317 million, up 317% from $76 million a year ago. Net income and net income per diluted share for the second quarter of fiscal year 2017 was $253 million and $0.40, respectively, increases of 873% and 700%, respectively. These year over year increases were primarily a result of revenue growing at a faster rate than operating expenses, gross margin improvements, and the $89 million in restructuring and other charges recorded in the year ago quarter.

During the first half of fiscal year 2017, we paid $509 million for share repurchases and $124 million in cash dividends.

Cash, cash equivalents and marketable securities were $4.88 billion as of July 31, 2016, compared with $4.75 billion at the end of the prior quarter, as operating cash flow was partially offset by the quarterly cash dividend.

GPU Business

During the second quarter of fiscal year 2017, we began shipping our Pascal architecture with a set of gaming GPUs: NVIDIA GeForce GTX 1080, 1070, 1060, and TITAN X, and released our first game, NVIDIA VR Funhouse. For our datacenter platform, we introduced the Tesla M10 for virtualizing enterprise applications, introduced Tesla P100 GPU accelerators, delivering substantial performance and value compared with CPU-based systems, and unveiled our Inception Program, which provides access to NVIDIA technology and expertise to support the growth of startups in deep learning and data science. For our professional virtualization platform, we unveiled Quadro P6000 to power advanced workstations, enabling designers to complete complex designs and refreshed NVIDIA DesignWorks and NVIDIA VRWorks with new updates and software development kits.
 

26



During the first quarter of fiscal year 2017, we launched GeForce GTX 1080 and GTX 1070, based on our new NVIDIA Pascal architecture, expanded the NVIDIA VRWorks software development kit, and introduced NVIDIA Ansel, an in-game photography tool. We also unveiled the NVIDIA Tesla P100 GPU, based on the Pascal architecture, and revealed the NVIDIA DGX-1 supercomputer in a box, a purpose-built system for deep learning. In addition, we launched the 24GB Quadro M6000, the Quadro M2000, new NVIDIA Iray physically-based rendering solutions for the professional visualization markets, and unveiled Iray VR, which creates interactive, photorealistic virtual 3D worlds.

Tegra Processor Business

During the second quarter of fiscal year 2017, we initiated collaborative research in advanced self-driving technology with New York University’s pioneering deep learning team.

During the first quarter of fiscal year 2017, we expanded the NVIDIA SHIELD platform’s gaming content available for streaming from GeForce NOW. We introduced the HD Mapping platform for self-driving cars, and announced that NVIDIA DRIVE PX 2 will power all vehicles in ROBORACE, a new autonomous car-racing circuit expected to debut later this year.

Financial Information by Business Segment and Geographic Data
Our Chief Executive Officer, who is considered to be our chief operating decision maker, or CODM, reviews financial information presented on an operating segment basis for purposes of making operating decisions and assessing financial performance. Our operating segments are equivalent to our reportable segments.

We report our business in two primary reportable segments - the GPU business and the Tegra Processor business - based on a unified underlying graphics architecture.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla for researchers and analysts focused on artificial intelligence, deep learning and big-data; and GRID for cloud-based visual computing users.

We have a single unifying architecture for our GPU and Tegra Processors. This architecture unification leverages our visual computing expertise by charging the operating expenses of certain core engineering functions to the GPU business, while charging the Tegra Processor business for the incremental cost of the teams working directly for that business. In instances where the operating expenses of certain functions benefit both reportable segments, our CODM assigns 100% of those expenses to the reportable segment that benefits the most.

The “All Other” category presented below represents the revenue and expenses that our CODM does not assign to either the GPU business or the Tegra Processor business for purposes of making operating decisions or assessing financial performance. The revenue includes primarily patent licensing revenue and the expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related costs, restructuring and other charges, contributions, product warranty charge, legal settlement costs, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.

Please refer to Note 14 of the Notes to Condensed Consolidated Financial Statements for further disclosure regarding segment information.


27



Results of Operations
 
The following table sets forth, for the periods indicated, certain items in our Condensed Consolidated Statements of Income expressed as a percentage of revenue.
 
Three Months Ended
 
Six Months Ended
 
July 31,
2016
 
July 26,
2015
 
July 31,
2016
 
July 26,
2015
Revenue
100.0
 %
 
100.0
 %
 
100.0
 %
 
100.0
 %
     Cost of revenue
42.1

 
45.0

 
42.3

 
44.2

Gross profit
57.9

 
55.0

 
57.7