NVIDIA Corporation
NVIDIA CORP (Form: 10-Q, Received: 08/23/2017 16:27:40)


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 30, 2017
OR
[_]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-23985
NVIDIALOGOCOLORA06.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, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and "emerging growth company" in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer  x
Accelerated filer o  
Non-accelerated filer o   
Smaller reporting company o
Emerging growth company o
 
 
(Do not check if a smaller reporting company)

 
 
                               
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 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 18, 2017 , was  600 million .




NVIDIA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED July 30, 2017

TABLE OF CONTENTS
 
 
Page
 
 
 
 
 
Financial Statements (Unaudited)
 
 
 
 
 
a) Condensed Consolidated Statements of Income for the three and six months ended July 30, 2017 and July 31, 2016
 
 
 
 
b) Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 30, 2017 and July 31, 2016
 
 
 
 
c) Condensed Consolidated Balance Sheets as of July 30, 2017 and January 29, 2017
 
 
 
 
d) Condensed Consolidated Statements of Cash Flows for the six months ended July 30, 2017 and July 31, 2016
 
 
 
 
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 Company Blog (http://blogs.nvidia.com/) 
NVIDIA Facebook Page (https://www.facebook.com/NVIDIA) 
NVIDIA LinkedIn Page (http://www.linkedin.com/company/nvidia)

In addition, investors and others can use the Pulse news reader to subscribe to the NVIDIA Daily News feed and can view NVIDIA videos on YouTube.
              
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
(In millions, except per share data)
(Unaudited)


 
Three Months Ended
 
Six Months Ended
 
July 30,
 
July 31,
 
July 30,
 
July 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
 
 
Revenue
$
2,230

 
$
1,428

 
$
4,167

 
$
2,733

Cost of revenue
928

 
602

 
1,715

 
1,156

Gross profit
1,302

 
826

 
2,452

 
1,577

Operating expenses
 

 
 
 
 
 
 
Research and development
416

 
350

 
827

 
697

Sales, general and administrative
198

 
157

 
383

 
316

Restructuring and other charges

 
2

 

 
3

Total operating expenses
614

 
509

 
1,210

 
1,016

Income from operations
688

 
317

 
1,242

 
561

Interest income
15

 
12

 
31

 
23

Interest expense
(15
)
 
(12
)
 
(31
)
 
(23
)
Other, net
(4
)
 

 
(21
)
 
(3
)
Total other income (expense)
(4
)
 

 
(21
)
 
(3
)
Income before income tax expense
684

 
317

 
1,221

 
558

Income tax expense
101

 
56

 
130

 
89

Net income
$
583

 
$
261

 
$
1,091

 
$
469

 
 
 
 
 
 
 
 
Net income per share:
 
 
 
 
 
 
 
Basic
$
0.98

 
$
0.49

 
$
1.83

 
$
0.88

Diluted
$
0.92

 
$
0.41

 
$
1.71

 
$
0.76

 
 
 
 
 
 
 
 
Weighted average shares used in per share computation:
 
 
 
 
 
 
 
Basic
597

 
534

 
595

 
536

Diluted
633

 
634

 
637

 
620

 
 
 
 
 
 
 
 
Cash dividends declared and paid per common share
$
0.140

 
$
0.115

 
$
0.280

 
$
0.230



See accompanying Notes to Condensed Consolidated Financial Statements.


3


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


 
Three Months Ended
 
Six Months Ended
 
July 30,
 
July 31,
 
July 30,
 
July 31,
 
2017
 
2016
 
2017
 
2016
 
 
 
 
 
 
Net income
$
583

 
$
261

 
$
1,091

 
$
469

Other comprehensive income, net of tax:
 
 
 
 
 
 
 
Available-for-sale securities:
 
 
 
 
 
 
 
Net unrealized gain
3

 
5

 
5

 
11

Reclassification adjustments for net realized gain included in net income

 

 

 

Net change in unrealized gain
3

 
5

 
5

 
11

Cash flow hedges:
 
 
 
 
 
 
 
Net unrealized loss
(1
)
 
(3
)
 
(2
)
 
(4
)
Reclassification adjustments for net realized loss included in net income
1

 

 
1

 

Net change in unrealized loss

 
(3
)
 
(1
)
 
(4
)
Other comprehensive income, net of tax
3

 
2

 
4

 
7

Total comprehensive income
$
586

 
$
263

 
$
1,095

 
$
476



See accompanying Notes to Condensed Consolidated Financial Statements.


4



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


 
July 30,
 
January 29,
 
2017
 
2017
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
1,988

 
$
1,766

Marketable securities
3,889

 
5,032

Accounts receivable, net
1,213

 
826

Inventories
855

 
794

Prepaid expenses and other current assets
125

 
118

Total current assets
8,070

 
8,536

Property and equipment, net
578

 
521

Goodwill
618

 
618

Intangible assets, net
76

 
104

Other assets
60

 
62

Total assets
$
9,402

 
$
9,841

 
 
 
 
LIABILITIES, CONVERTIBLE DEBT CONVERSION OBLIGATION AND SHAREHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
431

 
$
485

Accrued and other current liabilities
517

 
507

Convertible short-term debt
84

 
796

Total current liabilities
1,032

 
1,788

Long-term debt
1,984

 
1,983

Other long-term liabilities
408

 
271

Capital lease obligations, long-term
3

 
6

Total liabilities
3,427

 
4,048

Commitments and contingencies - see Note 12


 


Convertible debt conversion obligation
2

 
31

Shareholders’ equity:
 
 
 
Preferred stock

 

Common stock
1

 
1

Additional paid-in capital
5,048

 
4,708

Treasury stock, at cost
(6,070
)
 
(5,039
)
Accumulated other comprehensive loss
(12
)
 
(16
)
Retained earnings
7,006

 
6,108

Total shareholders' equity
5,973

 
5,762

Total liabilities, convertible debt conversion obligation and shareholders' equity
$
9,402

 
$
9,841


See accompanying Notes to Condensed Consolidated Financial Statements.



5



NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
Six Months Ended
 
July 30,
 
July 31,
 
2017
 
2016
Cash flows from operating activities:
 
 
 
Net income
$
1,091

 
$
469

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

 

Depreciation and amortization
96

 
92

Stock-based compensation expense
158

 
111

Deferred income taxes
115

 
77

Amortization of debt discount
2

 
14

Loss on early debt conversions
17

 

Net loss (gain) on sale and disposal of long-lived assets and investments
1

 
(3
)
Other
8

 
7

Changes in operating assets and liabilities:
 
 
 
Accounts receivable
(387
)
 
(138
)
Inventories
(61
)
 
(104
)
Prepaid expenses and other assets
(15
)
 
(17
)
Accounts payable
(63
)
 
131

Accrued and other current liabilities
9

 
(85
)
Other long-term liabilities
16

 
(35
)
Net cash provided by operating activities
987

 
519

Cash flows from investing activities:
 
 
 
Proceeds from sales of marketable securities
726

 
901

Proceeds from maturities of marketable securities
450

 
506

Proceeds from sale of long-lived assets and investments

 
6

Purchases of marketable securities
(36
)
 
(1,415
)
Purchases of property and equipment and intangible assets
(108
)
 
(87
)
Investment in non-affiliates
(16
)
 
(4
)
Net cash provided by (used in) investing activities
1,016

 
(93
)
Cash flows from financing activities:
 
 
 
Payments related to repurchases of common stock
(758
)
 
(509
)
Repayment of Convertible Notes
(741
)
 

Dividends paid
(166
)
 
(124
)
Proceeds related to employee stock plans
76

 
91

Payments related to tax on restricted stock units
(190
)
 
(51
)
Other
(2
)
 
(3
)
Net cash used in financing activities
(1,781
)
 
(596
)
Change in cash and cash equivalents
222

 
(170
)
Cash and cash equivalents at beginning of period
1,766

 
596

Cash and cash equivalents at end of period
$
1,988

 
$
426

 
 
 
 
Other non-cash investing activity:
 
 
 
Assets acquired by assuming related liabilities
$
32

 
$
15


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 29, 2017 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 29, 2017 , 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 29, 2017 .  

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 29, 2017 . 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 years 2018 and 2017 are both 52-week years. The second quarter of fiscal years 2018 and 2017 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.


7

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



Adoption of New and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

In October 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update which requires the recognition of income tax consequences of an intra-entity transfer of an asset, other than inventory, when the transfer occurs. We elected to early adopt this new guidance in the first quarter of fiscal year 2018, which required us to reflect any adjustments as of January 30, 2017. Upon adoption of this guidance, we recorded a cumulative-effect adjustment as of the first day of fiscal year 2018 to decrease retained earnings by  $28 million , with a corresponding decrease to prepaid taxes that had not been previously recognized in income tax expense.

Recent Accounting Pronouncements Not Yet Adopted

In February 2016, the 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 Consolidated Balance Sheets.

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. We expect to adopt this guidance beginning in our first quarter of fiscal year 2019 using the modified retrospective approach. While we are still finalizing our analysis to quantify the adoption impact of the provisions of the new standard, we do not expect it to have a material impact on our consolidated financial statements.

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 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
(In millions)
Cost of revenue
$
4

 
$
4

 
$
8

 
$
8

Research and development
44

 
30

 
85

 
59

Sales, general and administrative
33

 
24

 
65

 
44

Total
$
81

 
$
58

 
$
158

 
$
111



8

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



Equity Award Activity

The following is a summary of 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 29, 2017
27

 
$
32.84

 
7

 
$
14.47

Granted (1) (2)
3

 
$
106.65

 

 
$

Exercised

 
$

 
(1
)
 
$
14.51

Vested
(5
)
 
$
21.06

 

 
$

Balances, July 30, 2017
25

 
$
42.54

 
6

 
$
14.46


(1)
Includes PSUs that will be issued and eligible to vest if the corporate financial performance maximum target level for fiscal year 2018 is achieved. Depending on the actual level of achievement of the corporate performance target at the end of fiscal year 2018, the PSUs issued could be up to 0.6 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 be up to 0.1 million shares.
Of the total fair value of equity awards granted during the second quarter and first half of fiscal year 2018 , we estimated that the stock-based compensation expense related to equity awards that are not expected to vest was  $10 million  and  $39 million , respectively. Of the total fair value of equity awards granted during the second quarter and first half of fiscal year 2017 , we estimated that the stock-based compensation expense related to equity awards that are not expected to vest was  $5 million  and  $17 million , respectively.

The following summarizes the aggregate unearned stock-based compensation expense and estimated weighted average amortization period as of July 30, 2017 and January 29, 2017 :
 
July 30,
 
January 29,
 
2017
 
2017
 
(In millions)
Aggregate unearned stock-based compensation expense
$
697

 
$
627

 
 
 
 
Estimated weighted average remaining amortization period
(In years)
Stock options
0.1

 
0.5

RSUs, PSUs, and market-based PSUs
2.4

 
2.6

ESPP
0.6

 
0.6



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 denominator of the basic and diluted net income per share computations for the periods presented:
 
Three Months Ended
 
Six Months Ended
 
July 30,
 
July 31,
 
July 30,
 
July 31,
 
2017
 
2016
 
2017
 
2016
 
(In millions, except per share data)
Numerator:
 
 
 
 
 
 
 
Net income
$
583

 
$
261

 
$
1,091

 
$
469

Denominator:
 
 
 
 
 
 
 
Basic weighted average shares
597

 
534

 
595

 
536

Dilutive impact of outstanding securities:
 
 
 
 
 
 
 
Equity awards
26

 
26

 
26

 
23

1% Convertible Senior Notes
4

 
43

 
9

 
37

Warrants issued with the 1% Convertible
Senior Notes
6

 
31

 
7

 
24

Diluted weighted average shares
633

 
634

 
637

 
620

Net income per share:
 
 
 
 
 
 
 
Basic (1)
$
0.98

 
$
0.49

 
$
1.83

 
$
0.88

Diluted (2)
$
0.92

 
$
0.41

 
$
1.71

 
$
0.76

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

 

 
1

 
2

(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 Convertible Notes, are included in the calculation of diluted net income per share. The Convertible 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 $20.0480 per share. The warrants associated with our Convertible Notes, or the Warrants, outstanding are also 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 $26.9876 per share. All outstanding Warrants were terminated during the second quarter of fiscal year 2018.

For the second quarter and first half of fiscal year 2018 , our average stock price was $144.57 and $124.89 , respectively, which exceeded both the adjusted conversion price and the adjusted strike price, causing the Convertible 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 Convertible Notes, as this effect would be anti-dilutive. In the event of conversion of the Convertible Notes, the shares delivered to us under the Note Hedges will offset the dilutive effect of the shares that we would issue under the Convertible Notes.

In the fourth quarter of fiscal year 2017, we entered into an agreement to terminate 63 million Warrants and, in consideration, we delivered a total of 48 million shares of common stock to the counterparty bank. In the second quarter of fiscal year 2018, we entered into a second agreement to terminate the remaining 12 million Warrants outstanding and, in consideration, we delivered a total of 10 million shares of common stock to the counterparty bank.

Please refer to Note 11 of these Notes to Condensed Consolidated Financial Statements for additional discussion regarding the Convertible Notes, Note Hedges, and Warrants.

10

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



Note 4 – Income Taxes

We recognized income tax expense of $101 million and $130 million for the second quarter and first half of fiscal year 2018 , respectively, and $56 million and $89 million for the second quarter and first half of fiscal year 2017 , respectively. Income tax expense as a percentage of income before income tax for the second quarter and first half of fiscal year 2018 was 14.8% and 10.7% , respectively, and 17.6% and 15.9% for the second quarter and first half of fiscal year 2017 , respectively.

The decrease in our effective tax rate for the second quarter and first half of fiscal year 2018 as compared to the same periods in the prior fiscal year primarily reflects the recognition of tax benefits related to stock-based compensation and a proportional decrease in the amount of earnings subject to United States tax.

Our effective tax rates for the first half of fiscal years 2018 and 2017 of 10.7% and 15.9% , respectively, were 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, tax benefits related to stock-based compensation, and the benefit of the U.S. federal research tax credit.

For the first half of fiscal year 2018 , there have been no material changes to our tax years that remain subject to examination by major tax jurisdictions. Additionally, there have been no material changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 29, 2017 .

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 30, 2017 , 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.

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 total other income (expense) on the Condensed Consolidated Statements of Income.

We performed an impairment review of our investment portfolio as of July 30, 2017 . 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 30, 2017 .

The following is a summary of cash equivalents and marketable securities as of July 30, 2017 and January 29, 2017 :
 
 
July 30, 2017
 
Amortized
Cost
 
Unrealized
Gain
 
Unrealized
Loss
 
Estimated
Fair Value
 
Reported as
 
 
 
 
 
Cash Equivalents
 
Marketable Securities
 
(In millions)
Corporate debt securities
$
1,664

 
$
1

 
$
(5
)
 
$
1,660

 
$

 
$
1,660

Debt securities of United States government agencies
1,030

 

 
(4
)
 
1,026

 

 
1,026

Debt securities issued by the United States Treasury
658

 

 
(2
)
 
656

 

 
656

Asset-backed securities
330

 

 
(1
)
 
329

 

 
329

Mortgage-backed securities issued by United States government-sponsored enterprises
153

 
2

 
(1
)
 
154

 

 
154

Foreign government bonds
64

 

 

 
64

 

 
64

Money market funds
1,663

 

 

 
1,663

 
1,663

 

Total
$
5,562

 
$
3

 
$
(13
)
 
$
5,552

 
$
1,663

 
$
3,889

 
January 29, 2017
 
Amortized
Cost
 
Unrealized
Gain
 
Unrealized
Loss
 
Estimated
Fair Value
 
Reported as
 
 
 
 
 
Cash Equivalents
 
Marketable Securities
 
(In millions)
Corporate debt securities
$
2,397

 
$
1

 
$
(10
)
 
$
2,388

 
$
33

 
$
2,355

Debt securities of United States government agencies
1,193

 

 
(5
)
 
1,188

 
27

 
1,161

Debt securities issued by the United States Treasury
852

 

 
(2
)
 
850

 
55

 
795

Asset-backed securities
490

 

 
(1
)
 
489

 

 
489

Mortgage-backed securities issued by United States government-sponsored enterprises
161

 
2

 
(1
)
 
162

 

 
162

Foreign government bonds
70

 

 

 
70

 

 
70

Money market funds
321

 

 

 
321

 
321

 

Total
$
5,484

 
$
3

 
$
(19
)
 
$
5,468

 
$
436

 
$
5,032

 
The following table provides the breakdown of unrealized losses as of July 30, 2017 , aggregated by investment category and length of time that individual securities have been in a continuous loss position: 
 
Less than 12 Months
 
12 Months or Greater
 
Total
 
Estimated Fair Value
 
Gross
Unrealized
Losses
 
Estimated Fair Value
 
Gross
Unrealized
Losses
 
Estimated Fair Value
 
Gross
Unrealized
Losses
 
(In millions)
Corporate debt securities
$
1,243

 
$
(4
)
 
$
86

 
$
(1
)
 
$
1,329

 
$
(5
)
Debt securities issued by United States government agencies
881

 
(3
)
 
100

 
(1
)
 
981

 
(4
)
Debt securities issued by the United States Treasury
645

 
(2
)
 

 

 
645

 
(2
)
Asset-backed securities
304

 
(1
)
 

 

 
304

 
(1
)
Mortgage-backed securities issued by United States government-sponsored enterprises
40

 

 
36

 
(1
)
 
76

 
(1
)
 
$
3,113

 
$
(10
)
 
$
222

 
$
(3
)
 
$
3,335

 
$
(13
)

The gross unrealized losses related to fixed income securities were due to changes in interest rates. We have determined that the gross unrealized losses on investment securities as of  July 30, 2017  are temporary in nature. Currently, we have the intent and ability to hold our investments with impairment indicators until maturity. Net realized gains and losses were not significant for the second quarter and first half of fiscal years 2018 and 2017 .

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 30, 2017 and January 29, 2017 and are shown below by contractual maturity:  

 
July 30, 2017
 
January 29, 2017
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 
(In millions)
Less than 1 year
$
3,086

 
$
3,085

 
$
2,209

 
$
2,209

Due in 1 - 5 years
2,423

 
2,414

 
3,210

 
3,194

Mortgage-backed securities issued by United States government-sponsored enterprises not due at a single maturity date
53

 
53

 
65

 
65

Total
$
5,562

 
$
5,552

 
$
5,484

 
$
5,468


Note 6 – Fair Value of Financial Assets and Liabilities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of 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 for the second quarter of fiscal year 2018 . We did not have any investments classified as Level 3 as of July 30, 2017 .


11

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



 
 
Fair Value at
 
Pricing Category
 
July 30, 2017
 
January 29, 2017
 
 
 
(In millions)
Assets
 
 
 
 
 
Cash equivalents and marketable securities:
 
 
 
Corporate debt securities
Level 2
 
$
1,660

 
$
2,388

Debt securities of United States government agencies
Level 2
 
$
1,026

 
$
1,188

Debt securities issued by the United States Treasury
Level 2
 
$
656

 
$
850

Asset-backed securities
Level 2
 
$
329

 
$
489

Mortgage-backed securities issued by United States government-sponsored enterprises
Level 2
 
$
154

 
$
162

Foreign government bonds
Level 2
 
$
64

 
$
70

Money market funds
Level 1
 
$
1,663

 
$
321

 
 
 
 
 
 
Liabilities
 
 
 
 
 
Current liability:
 
 
 
 
 
1.00% Convertible Senior Notes (1)
Level 2
 
$
693

 
$
4,474

Other noncurrent liabilities:
 
 
 
 
 
2.20% Notes Due 2021 (1)
Level 2
 
$
996

 
$
975

3.20% Notes Due 2026 (1)
Level 2
 
$
1,000

 
$
961

Interest rate swap (2)
Level 2
 
$
5

 
$
2


(1)
The remaining 1.00%  Convertible Notes,  2.20%  Notes Due 2021, and  3.20%  Notes Due 2026 are carried on our Condensed Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs, and are not marked to fair value each period. See Note 11 of these Notes to Condensed Consolidated Financial Statements for additional information.

(2)
Please refer to Note 9 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding our interest rate swap.

Note 7 - Amortizable Intangible Assets
 
The components of our amortizable intangible assets are as follows:
 
July 30, 2017
 
January 29, 2017
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
(In millions)
Acquisition-related intangible assets
$
193

 
$
(175
)
 
$
18

 
$
193

 
$
(167
)
 
$
26

Patents and licensed technology
469

 
(411
)
 
58

 
468

 
(390
)
 
78

Total intangible assets
$
662

 
$
(586
)
 
$
76

 
$
661

 
$
(557
)
 
$
104


Amortization expense associated with intangible assets was $14 million and $29 million for the second quarter and first half of fiscal year 2018 , respectively, and $18 million and $35 million for the second quarter and first half of fiscal year 2017 , respectively. Future amortization expense related to the net carrying amount of intangible assets as of July 30, 2017 is estimated to be $25 million for the remainder of fiscal year 2018, $26 million in fiscal year 2019 , $16 million in fiscal year 2020 , $8 million in fiscal year 2021 , and $1 million in fiscal year 2022 and beyond.

12

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




Note 8 - Balance Sheet Components
 
Certain balance sheet components are as follows:
 
July 30,
 
January 29,
 
2017
 
2017
Inventories:
(In millions)
Raw materials
$
294

 
$
252

Work in-process
209

 
176

Finished goods
352

 
366

Total inventories
$
855

 
$
794


As of July 30, 2017 , we had outstanding inventory purchase obligations totaling $1.04 billion .
 
July 30,
 
January 29,
 
2017
 
2017
Accrued and Other Current Liabilities:
(In millions)
Customer related liabilities (1)
$
218

 
$
197

Accrued payroll and related expenses
120

 
137

Deferred revenue (2)
74

 
85

Coupon interest on debt obligations
20

 
21

Professional service fees
15

 
13

Warranty accrual (3)
14

 
8

Taxes payable
12

 
4

Accrued royalties
11

 
7

Accrued restructuring and other charges (4)
10

 
13

Leases payable
5

 
4

Contributions payable
4

 
4

Other
14

 
14

Total accrued and other current liabilities
$
517

 
$
507

      
(1)
Customer related liabilities include accrued customer programs, such as rebates and marketing development funds.
(2)
Deferred revenue primarily includes customer advances and deferrals related to license and service arrangements.
(3)
Please refer to Note 10 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding warranties.
(4)
Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.

13

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



 
July 30,
 
January 29,
 
2017
 
2017
Other Long-Term Liabilities:
(In millions)
Deferred income tax liability
$
252

 
$
141

Income tax payable
105

 
96

Contributions payable
12

 
9

Employee benefits liability
11

 
10

Deferred rent
8

 
6

Licenses payable
7

 
1

Deferred revenue
6

 
4

Other
7

 
4

Total other long-term liabilities
$
408

 
$
271


Note 9 - Derivative Financial Instruments

In fiscal year 2016, 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.

We enter into foreign currency forward contracts 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 30, 2017 was not significant.

We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than our reporting currency. These foreign currency forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded as a component of total other income (expense) and offsets the change in fair value of the foreign currency denominated monetary assets and liabilities, which is also recorded in total other income (expense).

The table below presents the notional value of our foreign currency forward contracts:
 
Three Months Ended
 
Six Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
(In millions)
Designated as cash flow hedges
$
89

 
$
61

 
$
163

 
$
96

Not designated for hedge accounting
$
69

 
$
13

 
$
120

 
$
13


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.


14

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



As of  July 30, 2017 , the maturities of the designated foreign currency forward contracts were three months or less. We expect to realize all gains and losses deferred into accumulated other comprehensive income (loss) related to foreign currency forward contracts within the next twelve months.

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 second quarter and first half of fiscal years 2018 and 2017 , 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.

The net change in unrealized gains (losses) on derivative financial instruments designated for hedge accounting treatment was not significant for the second quarter and first half of fiscal years 2018 and 2017.

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.

The estimated product returns and estimated product warranty liabilities as of July 30, 2017 and January 29, 2017 were as follows: 
 
July 30,
 
January 29,
 
2017
 
2017
 
(In millions)
Balance at beginning of period
$
8

 
$
11

Additions
8

 
2

Deductions
(2
)
 
(5
)
Balance at end of period 
$
14

 
$
8


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.


15

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



Note 11 - Debt
Convertible Debt
1.00% Convertible Senior Notes Due 2018
During the second quarter of fiscal year 2018 , we paid cash to settle an aggregate of  $136 million  in principal amount of the Convertible Notes and had  $86 million  in principal amount outstanding as of July 30, 2017 . We also issued  5 million  shares of our common stock for the excess conversion value and recognized a loss of  $3 million  on early conversions of the Convertible Notes. Based on the closing price of our common stock of  $164.39  on the last trading day of the second quarter of fiscal year 2018 , the if-converted value of the remaining outstanding Convertible Notes as of July 30, 2017 exceeded their principal amount by approximately  $619 million . As of  July 30, 2017 , the conversion rate was  49.8804  shares of common stock per  $1,000  principal amount of the Convertible Notes after adjusting for dividend increases (equivalent to an adjusted conversion price of  $20.0480  per share of common stock).

Through the second quarter of fiscal year 2018 , we settled an aggregate of  $1.41 billion  in principal amount of the Convertible Notes. Subsequently, we received additional conversion notices for an aggregate of  $62 million  in principal amount of the Convertible Notes. Settlements of these conversion requests are expected to be completed in the third quarter of fiscal year 2018. The actual number of shares issuable upon conversion will be determined based upon the terms of the Convertible Notes, and we expect to receive an equal number of shares of our common stock under the terms of the Note Hedges.

Holders may convert all or any portion of their Convertible Notes at their option at any time prior to August 1, 2018 under certain circumstances. For example,  during any fiscal quarter, if the last reported sale price of the common stock for at least 20 trading days 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, the Convertible Notes become convertible at the holders' option . As this condition was met, the Convertible Notes first became convertible at the holders' option beginning on the first day of fiscal year 2017 and continue to be convertible at the holders’ option through October 29, 2017.

We separately accounted for the liability and equity components of the Convertible Notes at issuance, since our conversion obligation in excess of the aggregate principal could be fully or partially settled in cash. The liability component was assigned by estimating the fair value of a similar debt without the conversion feature. The difference between the net cash proceeds and the liability component was assigned as the equity component. The initial liability component of the Convertible Notes was valued at  $1.35 billion  and the initial carrying value of the equity component recorded in additional paid-in-capital was valued at  $126 million . This equity component, together with the  $23 million  purchaser's discount to the par value of the Convertible Notes, represented the initial aggregate unamortized debt discount of  $148 million . The debt discount is amortized as interest expense over the contractual term of the Convertible Notes using the effective interest method and an interest rate of  3.15% .

As of July 30, 2017 , the carrying value of the Convertible Notes was classified as a current liability and the difference between the principal amount and the carrying value of the Convertible Notes was classified as convertible debt conversion obligation in the mezzanine equity section of our Condensed Consolidated Balance Sheet.

The following table presents the carrying value of the Convertible Notes:
 
July 30,
 
January 29,
 
2017
 
2017
 
(In millions)
1.00% Convertible Senior Notes
$
86

 
$
827

Unamortized debt discount (1)
(2
)
 
(31
)
Net carrying amount
$
84

 
$
796


(1) As of  July 30, 2017 , the remaining period over which the unamortized debt discount will be amortized is  1.3 years.


16

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



The following table presents interest expense for the contractual interest and the accretion of debt discount and issuance costs related to the Convertible Notes:
 
 
Three Months Ended
 
Six Months Ended
 
 
July 30,
 
July 31,
 
July 30,
 
July 31,
 
 
2017
 
2016
 
2017
 
2016
 
 
(In millions)
Contractual coupon interest expense
 
$

 
$
4

 
$

 
$
8

Amortization of debt discount
 
1

 
7

 
2

 
14

Total interest expense related to Convertible Notes
 
$
1

 
$
11

 
$
2

 
$
22

Note Hedges and Warrants

Concurrently with the issuance of the Convertible Notes, we entered into the Note Hedges. The Note Hedges have an adjusted strike price of  $20.0480  per share and 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 Convertible Notes upon conversion. During the second quarter of fiscal year 2018 , we had received  5 million  shares of our common stock from the exercise of a portion of the Note Hedges related to the settlement of $136 million  in principal amount of the Convertible Notes. Subsequently, we expect to receive additional shares of our common stock related to at least an additional $62 million in principal amount that is expected to settle during the third quarter of fiscal year 2018.

In addition, concurrent with the offering of the Convertible Notes and the purchase of the Note Hedges, we entered into a separate warrant transaction.

In the fourth quarter of fiscal year 2017, we entered into an agreement to terminate   63 million  Warrants and, in consideration, we delivered a total of  48 million  shares of common stock to the counterparty bank. In the second quarter of fiscal year 2018, we entered into a second agreement to terminate the remaining 12 million Warrants outstanding and, in consideration, we delivered a total of  10 million  shares of common stock to the counterparty bank.

Long-Term Debt
2.20% Notes Due 2021 and 3.20% Notes Due 2026
In the third quarter of fiscal year 2017, we issued $1.00 billion of the 2.20% Notes Due 2021, and $1.00 billion of the 3.20% Notes Due 2026 (collectively, the Notes). Interest on the Notes is payable in March and September of each year, beginning in March 2017. Upon 30 days' notice to holders of the Notes, we may redeem the Notes for cash prior to maturity, at redemption prices that include accrued and unpaid interest, if any, and a make-whole premium. However, no make-whole premium will be paid for redemptions of the Notes Due 2021 on or after August 2021, or for redemptions of the Notes Due 2026 on or after June 2026. The net proceeds from the Notes were $1.98 billion , after deducting debt discount and issuance costs.

The Notes are our unsecured senior obligations and rank equally in right of payment with all of our existing and future unsecured and unsubordinated indebtedness. The Notes are structurally subordinated to the liabilities of our subsidiaries and are effectively subordinated to any secured indebtedness to the extent of the value of the assets securing such indebtedness. All existing and future liabilities of our subsidiaries will be effectively senior to the Notes.


17

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



The carrying value of our long-term debt and the associated interest rates were as follows:
 
 
Expected
Remaining Term (years)
 
Effective
Interest Rate
 
July 30, 2017
 
January 29, 2017
 
 
 
 
 
 
(In millions)
2.20% Notes Due 2021
 
4.1
 
2.38%
 
$
1,000

 
$
1,000

3.20% Notes Due 2026
 
9.1
 
3.31%
 
1,000

 
1,000

Unamortized debt discount and issuance costs
 
 
 
 
 
(16
)
 
(17
)
Net carrying amount
 
 
 
 
 
$
1,984

 
$
1,983


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 third 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 in December 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 have been overseeing the construction of the headquarters building. The banks committed to fund up to $380 million of costs relating to construction. Advances have been 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 is 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 the financial covenant to maintain a maximum total leverage ratio not to exceed  3.5  to 1.0. If certain events of default occur and are continuing under the operative agreements, the banks may accelerate repayment of their investment under the lease.

Litigation

Polaris Innovations Limited

On May 16, 2016, Polaris Innovations Limited, or Polaris, a non-practicing entity and wholly-owned subsidiary of Quarterhill Inc. (formerly WiLAN Inc.), filed a complaint in the United States District Court for the Western District of Texas alleging that NVIDIA has infringed and is continuing to infringe six U.S. patents relating to the control of dynamic random-access memory (DRAM). The complaint seeks unspecified monetary damages, enhanced damages, interest, fees, expenses, and costs against NVIDIA. On September 14, 2016, NVIDIA answered the Polaris Complaint and asserted various defenses including non-infringement and invalidity of the six Polaris patents.


18

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



On December 5, 2016, the Texas Court granted NVIDIA’s motion to transfer and ordered the case transferred to the Northern District of California. The California Court has not set a trial date.

On December 7, 2016, NVIDIA filed a petition for inter partes review with the United States Patent and Trademark Office (USPTO) challenging the validity of U.S. Patent No. 7,886,122, which is asserted by Polaris in that California district court litigation. On December 19, 2016, NVIDIA filed an inter partes review request with the USPTO challenging the validity of U.S. Patent No. 7,124,325, another patent asserted by Polaris. On May 5, 2017, NVIDIA filed an inter partes review request with the USPTO challenging the validity of U.S. Patent No. 8,161,344, another patent asserted by Polaris. On May 30, 2017, NVIDIA filed an inter partes review request with the USPTO challenging the validity of U.S. Patent No. 6,532,505, another patent asserted by Polaris. On June 22, 2017, the USPTO instituted inter partes review of U.S Patent No. 7,886,122. On June 23, 2017, the USPTO denied institution of inter partes review of U.S. Patent No. 7,124,325. On July 25, 2017, NVIDIA filed inter partes requests with the USPTO challenging the validity of U.S. Patent No. 8,207,976, another patent asserted by Polaris. Also on July 25, 2017, NVIDIA filed inter partes requests with the USPTO for U.S. Patent No. 8,161,344 challenging the validity of further claims and an additional inter partes request for U.S. Patent No. 7,124,325. All of the patents that Polaris has asserted in the U.S. litigation are now subject to requests for inter partes review, with institution decisions forthcoming.

On May 9, 2017, NVIDIA filed a Motion to Stay the California action pending final resolution of the inter partes review of U.S. Patents Nos. 7,886,122; 7,124,325; and 8,161,344. On June 15, 2017, the Motion to Stay was granted. The action has now been stayed until December 14, 2017 pending the institution of the inter partes review of these patents.

On December 30, 2016, NVIDIA received notice that Polaris had filed a complaint for patent infringement in Germany. The German case alleges infringement of European Patent No. EP1428225 and German Patent Nos. DE 10223167 and DE 1020066043668. On July 14, 2017, NVIDIA filed defenses to the infringement allegations including non-infringement with respect to each of the three asserted patents. An oral hearing has been scheduled for February 21, 2019.

On March 31, 2017, the German Patent Court acknowledged receipt of nullity actions filed by NVIDIA challenging the validity of EP1428225 and DE 1020066043668. On June 12, 2017, NVIDIA was notified that the nullity actions against EP1428225 and DE 1020066043668 were served on Polaris and that Polaris has filed a formal response opposing each nullity complaint. On July 14, 2017, the German Patent Court acknowledged receipt of a nullity action filed by NVIDIA challenging the validity of DE 10223167. Polaris has not yet responded to this action.

Accounting for Loss Contingencies

While there can be no assurance of favorable outcomes, we believe the claims made by the other party in the above ongoing matters are without merit and we intend to vigorously defend the actions. As of July 30, 2017 , we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further, any possible range of loss in these matters cannot be reasonably estimated at this time. 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.

During the second quarter and first half of fiscal year 2018 , we repurchased a total of 5 million shares for $758 million and made cash dividend payments to our shareholders of $84 million and $166 million , respectively.

Through July 30, 2017 , we have repurchased an aggregate of 250 million shares under our share repurchase program for a total cost of $5.35 billion since the inception of the program. All shares delivered from these repurchases have been placed into treasury stock. As of July 30, 2017 , we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $1.97 billion through December 2020.


19

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



Convertible Preferred Stock

As of July 30, 2017 and January 29, 2017 , 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.

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 single underlying graphics architecture.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla and DGX for AI data scientists and big data researchers; and GRID for cloud-based visual computing users. Our Tegra brand integrates an entire computer onto a single chip, and incorporates GPUs and multi-core CPUs to drive supercomputing for mobile 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, unallocated cost of revenue and operating expenses, acquisition-related costs, restructuring and other charges, contributions, 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.


20

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



 
GPU
 
Tegra Processor
 
All Other
 
Consolidated
 
(In millions)
Three Months Ended July 30, 2017
 
 
 
 
 
 
 
Revenue
$
1,897

 
$
333

 
$

 
$
2,230

Depreciation and amortization expense
$
29

 
$
9

 
$
11

 
$
49

Operating income (loss)
$
761

 
$
71

 
$
(144
)
 
$
688

 
 
 
 
 
 
 
 
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

 
 
 
 
 
 
 
 
Six Months Ended July 30, 2017
 
 
 
 
 
 
 
Revenue
$
3,459

 
$
665

 
$
43

 
$
4,167

Depreciation and amortization expense
$
57

 
$
18

 
$
21

 
$
96

Operating income (loss)
$
1,363

 
$
118

 
$
(239
)
 
$
1,242

 
 
 
 
 
 
 
 
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


 
Three Months Ended
 
Six Months Ended
 
July 30,
2017
 
July 31,
2016
 
July 30,
2017
 
July 31,
2016
 
(In millions)
Reconciling items included in "All Other" category:
 
 
 
 
 
 
 
Unallocated revenue
$

 
$
66

 
$
43

 
$
132

Stock-based compensation expense
(81
)
 
(58
)
 
(158
)
 
(111
)
Unallocated cost of revenue and operating expenses
(59
)
 
(49
)
 
(114
)
 
(104
)
Acquisition-related costs
(4
)
 
(4
)
 
(8
)
 
(8
)
Restructuring and other charges

 
(2
)
 

 
(3
)
Contributions

 
(1
)
 
(2
)
 
(4
)
Legal settlement costs

 

 

 
(16
)
Total
$
(144
)
 
$
(48
)
 
$
(239
)
 
$
(114
)


21

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 the invoicing address by geographic regions:
 
Three Months Ended
 
Six Months Ended
 
July 30,
 
July 31,
 
July 30,
 
July 31,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Revenue:
 
 
 
 
 
 
 
Taiwan
$
674

 
$
505

 
$
1,277

 
$
949

China
481

 
256

 
810

 
504

Other Asia Pacific
420

 
191

 
797

 
351

United States
278

 
206

 
631

 
400

Other Americas
199

 
103

 
292

 
206

Europe
178

 
167

 
360

 
323

Total revenue
$
2,230

 
$
1,428

 
$
4,167

 
$
2,733


The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:
 
Three Months Ended
 
Six Months Ended
 
July 30,
 
July 31,
 
July 30,
 
July 31,
 
2017
 
2016
 
2017
 
2016
 
(In millions)
Revenue:
 
 
 
 
 
 
 
Gaming
$
1,186

 
$
781

 
$
2,213

 
$
1,468

Professional Visualization
235

 
214

 
440

 
403

Datacenter
416

 
151

 
825

 
294

Automotive
142

 
119

 
282

 
232

OEM & IP
251

 
163

 
407

 
336

Total revenue
$
2,230

 
$
1,428

 
$
4,167

 
$
2,733


Accounts receivable from significant customers, those representing 10% or more of total accounts receivable for the respective periods, is summarized as follows: 
 
 
July 30,
 
January 29,
 
 
2017
 
2017
Accounts Receivable:
 
 
 
 
Customer A
 
14
%
 
19
%

Note 15 - Restructuring and Other Charges
 
In fiscal year 2016, we began the wind-down of our Icera operations. No restructuring charges were recorded during the second quarter and first half of fiscal year 2018 .


22

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



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 30, 2017 and January 29, 2017 :
 
July 30,
 
January 29,
 
2017
 
2017
 
(In millions)
Balance at beginning of period
$
13

 
$
23

Restructuring and other charges

 
3

Cash payments
(3
)
 
(13
)
Balance at end of period
$
10

 
$
13


The majority of the remaining balance of $10 million as of July 30, 2017 is expected to be paid during the next twelve months.

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 its subsidiaries, except where it is made clear that the term means only the parent company.
      
NVIDIA, the NVIDIA logo, GeForce, Quadro, Tegra, Tesla, Jetson, NVIDIA DGX, NVIDIA DRIVE, NVIDIA GRID, NVIDIA VRWorks, OptiX, and Pascal are trademarks and/or registered trademarks of NVIDIA Corporation in the United States and other countries. MAXQ® is the registered trademark of Maxim Integrated Products, Inc. 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 29, 2017 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.


23



Overview
 
Our Company and Our Businesses

Starting with a focus on PC graphics, NVIDIA invented the GPU to solve some of the most complex problems in computer science. We have extended our emphasis in recent years to the revolutionary field of AI. NVIDIA delivers value to its customers through PC, mobile and cloud architectures. Vertical integration enables us to bring together hardware, system software, programmable algorithms, libraries, systems and services to create unique value for the markets we serve. We specialize in markets in which GPU-based visual computing and accelerated computing platforms can provide enhanced throughput for applications.

Our two reportable segments - GPU and Tegra Processor - are based on a single underlying graphics architecture. From our proprietary processors, we have created specialized platforms that target the four large markets where our expertise is critical: Gaming, Professional Visualization, Datacenter, and Automotive.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla and DGX for AI data scientists and big data researchers; and GRID for cloud-based visual computing users. Our Tegra brand integrates an entire computer onto a single chip, and incorporates GPUs and multi-core CPUs to drive supercomputing for mobile 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.

Recent Developments, Future Objectives and Challenges

Second Quarter of Fiscal Year 2018 Summary
 
Three Months Ended
 
 
 
 
 
July 30, 2017
 
April 30, 2017
 
July 31, 2016
 
Q/Q
 
Y/Y
 
($ in millions, except per share data)
Revenue
$
2,230

 
$
1,937

 
$
1,428

 
15
%
 
56
%
Gross margin
58.4
%
 
59.4
%
 
57.9
%
 
(100) bps

 
50 bps

Operating expenses
$
614

 
$
596

 
$
509

 
3
%
 
21