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 May 1, 2016April 30, 2017
OR
[_]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 0-23985
nvidialogocolora04.jpg
NVIDIA CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware94-3177549
(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 o¨

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, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer” and, “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 (Do not check if a smaller reporting company)
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 May 23, 2016,19, 2017, was 534595 million.


NVIDIA CORPORATION
FORM 10-Q
FOR THE QUARTER ENDED May 1, 2016April 30, 2017

TABLE OF CONTENTS
  Page
  
   
Financial Statements (Unaudited) 
   
 a) Condensed Consolidated Statements of Income for the three months ended April 30, 2017 and May 1, 2016 and April 26, 2015
   
 b) Condensed Consolidated Statements of Comprehensive Income for the three months ended April 30, 2017 and May 1, 2016 and April 26, 2015
   
 c) Condensed Consolidated Balance Sheets as of May 1, 2016April 30, 2017 and January 31, 201629, 2017
   
 d) Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2017 and May 1, 2016 and April 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:(https://twitter.com/NVIDIA)NVIDIA)
NVIDIA Company Blog (http:(http://blogs.nvidia.com/
NVIDIA Facebook Page (https:(https://www.facebook.com/NVIDIA)   NVIDIA) 
NVIDIA LinkedIn Page (http:(http://www.linkedin.com/company/nvidia?trk=hb_tab_compy_id_3608)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.


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)
(Unaudited)


Three Months EndedThree Months Ended
May 1, April 26,April 30, May 1,
2016 20152017 2016
      
Revenue$1,305
 $1,151
$1,937
 $1,305
Cost of revenue554
 498
787
 554
Gross profit751
 653
1,150
 751
Operating expenses: 
  
Operating expenses 
  
Research and development346
 339
411
 346
Sales, general and administrative159
 138
185
 159
Restructuring and other charges1
 

 1
Total operating expenses506
 477
596
 506
Income from operations245
 176
554
 245
Interest income12
 9
16
 12
Interest expense(12) (12)(16) (12)
Other expense, net(4) (1)
Other, net(18) (4)
Total other income (expense)(18) (4)
Income before income tax expense241
 172
536
 241
Income tax expense45
 38
29
 33
Net income$196
 $134
$507
 $208
      
Net income per share:      
Basic$0.36
 $0.24
$0.86
 $0.39
Diluted$0.33
 $0.24
$0.79
 $0.35
      
Weighted average shares used in per share computation:

 



 

Basic537
 549
592
 537
Diluted597
 568
641
 599
      
Cash dividends declared and paid per common share$0.1150
 $0.0850
$0.140
 $0.115


See accompanying Notes to Condensed Consolidated Financial Statements.


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


 Three Months Ended
 May 1, April 26,
 2016 2015
  
Net income$196
 $134
Other comprehensive income (loss), net of tax:   
Available-for-sale securities:   
Unrealized gains on available-for-sale securities6
 3
Reclassification adjustments for net realized gains on available-for-sale securities included in net income
 (2)
Net change in unrealized gains on available-for-sale securities6
 1
Cash flow hedges:   
Unrealized losses on cash flow hedges(1) 
Net change in unrealized losses on cash flow hedges(1) 
Other comprehensive income5
 1
Total comprehensive income$201
 $135
 Three Months Ended
 April 30, May 1,
 2017 2016
  
Net income$507
 $208
Other comprehensive income (loss), net of tax:   
Available-for-sale securities:   
Net unrealized gain3
 6
Reclassification adjustments for net realized gain included in net income
 
Net change in unrealized gain3
 6
Cash flow hedges:  

Net unrealized loss(1) (1)
Reclassification adjustments for net realized gain included in net income1
 
Net change in unrealized loss
 (1)
Other comprehensive income, net of tax3
 5
Total comprehensive income$510
 $213


See accompanying Notes to Condensed Consolidated Financial Statements.



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


May 1, January 31,April 30, January 29,
2016 20162017 2017
ASSETS      
Current assets:      
Cash and cash equivalents$547
 $596
$1,989
 $1,766
Marketable securities4,207
 4,441
4,217
 5,032
Accounts receivable, net523
 505
976
 826
Inventories394
 418
821
 794
Prepaid expenses and other current assets119
 93
113
 118
Total current assets5,790
 6,053
8,116
 8,536
Property and equipment, net479
 466
539
 521
Goodwill618
 618
618
 618
Intangible assets, net155
 166
90
 104
Other assets66
 67
47
 62
Total assets$7,108
 $7,370
$9,410
 $9,841
      
LIABILITIES, CONVERTIBLE DEBT CONVERSION OBLIGATION AND SHAREHOLDERS’ EQUITY      
Current liabilities:      
Accounts payable$320
 $296
$348
 $485
Accrued and other current liabilities636
 642
420
 507
Convertible short-term debt1,421
 1,413
215
 796
Total current liabilities2,377
 2,351
983
 1,788
Long-term debt1,984
 1,983
Other long-term liabilities447
 453
300
 271
Capital lease obligations, long-term9
 10
4
 6
Total liabilities2,833
 2,814
3,271
 4,048
Commitments and contingencies - see Note 12

 



 

Convertible debt conversion obligation79
 87
7
 31
Shareholders’ equity:      
Preferred stock
 

 
Common stock1
 1
1
 1
Additional paid-in capital4,218
 4,170
4,936
 4,708
Treasury stock, at cost(4,508) (4,048)(5,297) (5,039)
Accumulated other comprehensive income (loss)1
 (4)
Accumulated other comprehensive loss(14) (16)
Retained earnings4,484
 4,350
6,506
 6,108
Total shareholders' equity4,196
 4,469
6,132
 5,762
Total liabilities, convertible debt conversion obligation and shareholders' equity$7,108
 $7,370
$9,410
 $9,841

See accompanying Notes to Condensed Consolidated Financial Statements.





NVIDIA CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In millions)
(Unaudited)
Three Months EndedThree Months Ended
May 1, April 26,April 30, May 1,
2016 20152017 2016
Cash flows from operating activities:      
Net income$196
 $134
$507
 $208
Adjustments to reconcile net income to net cash provided by operating activities:   
 
Depreciation and amortization45
 54
47
 45
Stock-based compensation expense53
 45
76
 53
Deferred income taxes22
 30
Amortization of debt discount8
 7
2
 8
Loss on early debt conversions14
 
Net gain on sale and disposal of long-lived assets and investments(3) (3)
 (3)
Deferred income taxes33
 28
Tax benefits from stock-based compensation(9) (6)
Other4
 7
5
 (4)
Changes in operating assets and liabilities:      
Accounts receivable(17) 18
(150) (17)
Inventories23
 45
(27) 23
Prepaid expenses and other assets(18) (17)(2) (18)
Accounts payable32
 (67)(133) 32
Accrued and other current liabilities(7) 58
(87) (7)
Other long-term liabilities(31) (57)8
 (31)
Net cash provided by operating activities309
 246
282
 319
Cash flows from investing activities:      
Proceeds from sales of marketable securities529
 825
649
 529
Proceeds from maturities of marketable securities175
 238
200
 175
Purchases of marketable securities(469) (1,267)(36) (469)
Purchases of property and equipment and intangible assets(55) (30)(54) (55)
Investment in non-affiliates(5) (4)
Net cash provided by investing activities754
 176
Cash flows from financing activities:   
Payments related to repurchases of common stock
 (500)
Repayment of Convertible Notes(605) 
Dividends paid(82) (62)
Proceeds related to employee stock plans65
 70
Payments related to tax on restricted stock units(190) (51)
Other(4) (1)(1) (1)
Net cash provided by (used in) investing activities176
 (235)
Cash flows from financing activities:   
Proceeds from issuance of common stock under employee stock plans20
 50
Tax benefits from stock-based compensation9
 6
Payments related to repurchases of common stock(500) (53)
Dividends paid(62) (46)
Payments under capital lease obligations(1) (1)
Net cash used in financing activities(534) (44)(813) (544)
Change in cash and cash equivalents(49) (33)223
 (49)
Cash and cash equivalents at beginning of period596
 497
1,766
 596
Cash and cash equivalents at end of period$547
 $464
$1,989
 $547
      
Other non-cash activity:   
Other non-cash investing activity:   
Assets acquired by assuming related liabilities$11
 $4
$14
 $11

See accompanying Notes to Condensed Consolidated Financial Statements.
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, 201629, 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 31, 2016,29, 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 31, 2016.29, 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 31, 2016.29, 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 yearyears 2018 and 2017 is aare both 52-week year and fiscal year 2016 was a 53-week year.years. The first quarter of fiscal years 20172018 and 20162017 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.

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 MarchOctober 2016, the Financial Accounting Standards Board, or FASB, issued an accounting standards update which simplifies certain aspectsrequires the recognition of stock-based compensation accounting, including income taxes at settlement, classificationstax 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 statement of cash flows, forfeitures and net settlements, and will be effective in our first quarter of fiscal year 2018. Early adoption is permitted in2018, which required us to reflect any annual or interim period. We are currently evaluating the impactadjustments as of theJanuary 30, 2017. Upon adoption of this accounting guidance, on our consolidated financial statements.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,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, theThe 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, 2016,2017, including interim periods within that reporting period. On July 9, 2015, the FASB votedWe expect to defer the effective date by one year, such that the new standard will be effective for usadopt this guidance beginning in our first quarter of fiscal year 2019. The FASB will also permit entities to adopt2019 using 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. WeWhile we are currently evaluatingstill finalizing our analysis to quantify the adoption impact of this accounting guidancethe provisions of the new standard, we do not expect it to have a material impact on our consolidated financial statements and have not yet determined which transition method we will apply.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 EndedThree Months Ended
May 1,
2016
 April 26,
2015
April 30,
2017
 May 1,
2016
(In millions)(In millions)
Cost of revenue$4
 $2
$4
 $4
Research and development29
 27
41
 29
Sales, general and administrative20
 16
31
 20
Total$53
 $45
$76
 $53

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 OutstandingRSUs, 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 ShareNumber 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)(In millions, except per share data)
Balances, January 31, 201626
 $19.12
 13
 $14.49
Balances, January 29, 201727
 $32.84
 7
 $14.47
Granted (1) (2)3
 $32.01
 
 $
2
 $99.23
 
 $
Exercised
 $
 (2) $14.05
 $
 (1) $14.73
Vested restricted stock(3) $16.63
 
 
(5) $20.82
 
 $
Canceled and forfeited
 $
 
 $

 $
 
 $
Balances, May 1, 201626
 $21.29
 11
 $14.57
Balances, April 30, 201724
 $40.90
 6
 $14.43

(1)RepresentsIncludes PSUs that will be issued and eligible to vest if the corporate financial performance maximum target level for fiscal year 20172018 is achieved. Depending on the actual level of achievement of the corporate performance target at the end of fiscal year 2017,2018, the PSUs issued could range from 0be up to 20.6 million shares.
 
(2)RepresentsIncludes 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 0be up to 0.30.1 million shares.
Of the total fair value of equity awards granted during the three months ended May 1, 2016first quarter of fiscal years 2018 and April 26, 2015,2017, we estimated that the stock-based compensation expense related to equity awards that are not expected to vest was $10$27 million and $5$10 million, respectively.

The following summarizes the aggregate unearned stock-based compensation expense and estimated weighted average amortization period as of May 1, 2016April 30, 2017 and January 31, 2016:29, 2017:
May 1, January 31,April 30, January 29,
2016 20162017 2017
(In millions)(In millions)
Aggregate unearned stock-based compensation expense$401
 $381
$708
 $627
      
Estimated weighted average amortization period(In years)
Estimated weighted average remaining amortization period(In years)
Stock options1.0
 1.1
0.4
 0.5
RSUs, PSUs and market-based PSUs2.8
 2.7
RSUs, PSUs, and market-based PSUs2.6
 2.6
ESPP0.6
 0.7
0.6
 0.6

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 EndedThree Months Ended
May 1, April 26,April 30, May 1,
2016 20152017 2016
(In millions, except per share data)(In millions, except per share data)
Numerator:      
Net income$196
 $134
$507
 $208
Denominator: 
  
   
Basic weighted average shares537
 549
592
 537
Dilutive impact of outstanding securities: 
  
   
Equity awards outstanding18
 13
Equity awards26
 20
1% Convertible Senior Notes29
 6
14
 29
Warrants issued with the Notes13
 
Warrants issued with the 1% Convertible Senior Notes9
 13
Diluted weighted average shares597
 568
641
 599
Net income per share: 
  
   
Basic (1)$0.36
 $0.24
$0.86
 $0.39
Diluted (2)$0.33
 $0.24
$0.79
 $0.35
Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive3
 3
2
 3
(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 will have a dilutive impact on net income per share if our average stock price for the reporting period exceeds the adjusted conversion price of $20.1013$20.0562 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 $27.0594$26.9988 per share. For the three months ended May 1, 2016, our average stock price was $32.63, which exceeded both the adjusted conversion price and the adjusted strike price, causing the Notes and the Warrants to have a dilutive impact for this period.

The denominator for diluted net income per share does not include any effect from the convertible note hedge transaction,transactions, or the Note Hedges, that we entered into concurrently with the issuance of the Convertible Notes, as itsthis 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 contracted with a counterparty bank to terminate 63 million of the 75 million Warrants outstanding. In consideration for the termination of these Warrants, we delivered a total of 48 million shares of common stock to the counterparty bank.

For the first quarter of fiscal years 2018 and 2017, our average stock price was $105.22 and $32.63, 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.

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

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



Note 4 – Income Taxes

We recognized income tax expense of $45$29 million and $38$33 million for the three months ended May 1, 2016first quarter of fiscal years 2018 and April 26, 2015,2017, respectively. Our effectiveIncome tax rateexpense as a percentage of income before income tax was 18.6%5.5% and 22.0%13.7% for the three months ended May 1, 2016first quarter of fiscal years 2018 and April 26, 2015,2017, respectively.

The decrease in our effective tax rate in the three months ended May 1, 2016first quarter of fiscal year 2018 as compared to the same period in the prior fiscal year was primarily due toreflects the favorable benefitrecognition of the U.S. federal research tax credit, which was permanently re-enacted on December 18, 2015 under the Protecting Americans from Tax Hikes Act of 2015, and lower permanent tax differencesbenefits related to stock-based compensation partially offset by an increaseand a proportional decrease in the amount of earnings subject to U.S. tax.United States tax in the first quarter of fiscal year 2018.

Our effective tax rate for the first three monthsquarter of fiscal year 2018 of 5.5% and fiscal year 2017 of 18.6%13.7% was lower than the U.S. federal statutory rate of 35% due primarily to tax benefits related to stock-based compensation, income earned in jurisdictions where the tax rate is lower than the U.S. federal statutory tax rate, and the benefit of the U.S. federal research tax credit and discrete events that occurred incredit.

For the first three monthsquarter of fiscal year 2017 primarily attributable to tax benefits recognized upon the expiration of statutes of limitations in certain non-U.S. jurisdictions. 

As of May 1, 2016, we had approximately $50 million of unrecognized tax benefits related to various U.S. state income tax positions. We reasonably expect our current review by the state of California to close within the next twelve months. Upon closure of this review, we reasonably expect that some amount of these state tax benefits would become available for recognition as a deferred tax asset. However, as we have a full valuation allowance on state deferred tax assets, we do not expect this to have a significant impact on our consolidated financial statements. For the three months ended May 1, 2016,2018, there have been no other significantmaterial changes to our tax years that remain subject to reviewexamination by major tax jurisdictions. Further,Additionally, there have been no significantmaterial changes to our unrecognized tax benefits and any related interest or penalties since the fiscal year ended January 31, 2016, other than the recognition of tax benefits upon the expiration of statutes of limitations in certain non-U.S. jurisdictions in the three months ended May 1, 2016.29, 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 April 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.

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

We performed an impairment review of our investment portfolio as of May 1, 2016.April 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 May 1, 2016.April 30, 2017.

The following is a summary of cash equivalents and marketable securities as of May 1, 2016April 30, 2017 and January 31, 2016:29, 2017:
 
April 30, 2017
May 1, 2016
Amortized
Cost
 
Unrealized
Gain
 
Unrealized
Loss
 
Estimated
Fair Value
 Reported as
Amortized
Cost
 
Unrealized
Gain
 
Unrealized
Loss
 
Estimated
Fair Value
 Cash Equivalents Marketable Securities
(In millions)(In millions)
Corporate debt securities$1,791
 $3
 $(1) $1,793
$1,866
 $1
 $(7) $1,860
 $
 $1,860
Debt securities of United States government agencies1,027
 1
 
 1,028
1,067
 
 (5) 1,062
 
 1,062
Debt securities issued by United States Treasury716
 2
 
 718
Debt securities issued by the United States Treasury683
 
 (2) 681
 
 681
Asset-backed securities380
 1
 
 381
381
 
 (1) 380
 
 380
Mortgage-backed securities issued by United States government-sponsored enterprises187
 3
 (2) 188
169
 2
 (1) 170
 
 170
Foreign government bonds102
 
 
 102
64
 
 
 64
 
 64
Money market funds31
 
 
 31
41
 
 
 41
 41
 
Total$4,234
 $10
 $(3) $4,241
$4,271
 $3
 $(16) $4,258
 $41
 $4,217
Classified as:

 

 

 

Cash equivalents 
  
  
 $34
Marketable securities 
  
  
 4,207
Total 
  
  
 $4,241
January 29, 2017
January 31, 2016Amortized
Cost
 Unrealized
Gain
 Unrealized
Loss
 Estimated
Fair Value
 Reported as
Amortized
Cost
 Unrealized
Gain
 Unrealized
Loss
 Estimated
Fair Value
 Cash Equivalents Marketable Securities
(In millions)(In millions)
Corporate debt securities$1,903
 $1
 $(3) $1,901
$2,397
 $1
 $(10) $2,388
 $33
 $2,355
Debt securities of United States government agencies1,170
 1
 (1) 1,170
1,193
 
 (5) 1,188
 27
 1,161
Debt securities issued by United States Treasury800
 1
 
 801
Debt securities issued by the United States Treasury852
 
 (2) 850
 55
 795
Asset-backed securities435
 
 
 435
490
 
 (1) 489
 
 489
Mortgage-backed securities issued by United States government-sponsored enterprises229
 3
 (1) 231
161
 2
 (1) 162
 
 162
Foreign government bonds92
 
 
 92
70
 
 
 70
 
 70
Money market funds43
 
 
 43
321
 
 
 321
 321
 
Total$4,672
 $6
 $(5) $4,673
$5,484
 $3
 $(19) $5,468
 $436
 $5,032
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 May 1, 2016:April 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 TotalLess than 12 months 12 months or greater Total
Fair Value 
Gross
Unrealized
Losses
 Fair Value 
Gross
Unrealized
Losses
 Fair Value 
Gross
Unrealized
Losses
Estimated Fair Value 
Gross
Unrealized
Losses
 Estimated Fair Value 
Gross
Unrealized
Losses
 Estimated Fair Value 
Gross
Unrealized
Losses
(In millions)(In millions)
Corporate debt securities$422
 $(1) $108
 $
 $530
 $(1)$1,390
 $(7) $18
 $
 $1,408
 $(7)
Debt securities issued by United States government agencies984
 (5) 17
 
 1,001
 (5)
Debt securities issued by the United States Treasury669
 (2) 
 
 669
 (2)
Asset-backed securities355
 (1) 
 
 355
 (1)
Mortgage-backed securities issued by United States government-sponsored enterprises60
 (1) 34
 
 94
 (1)51
 
 36
 (1) 87
 (1)
Total$482
 $(2) $142
 $
 $624
 $(2)
$3,449
 $(15) $71
 $(1) $3,520
 $(16)

The gross unrealized losses as of May 1, 2016 related to fixed income securities were due to changes in interest rates andrates. We have determined that the gross unrealized losses on investment securities as of April 30, 2017 are temporary in nature. WeCurrently, 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 first quarter 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 May 1, 2016April 30, 2017 and January 31, 201629, 2017 and are shown below by contractual maturity:  

 May 1, 2016 January 31, 2016
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 (In millions)
Less than 1 year$1,714
 $1,716
 $1,619
 $1,619
Due in 1 - 5 years2,474
 2,479
 3,019
 3,020
Mortgage-backed securities issued by United States government-sponsored enterprises not due at a single maturity date46
 46
 34
 34
Total$4,234
 $4,241
 $4,672
 $4,673
Net realized losses were not significant for the three months ended May 1, 2016. Net realized gains were $3 million for the three months ended April 26, 2015.
 April 30, 2017 January 29, 2017
 
Amortized
Cost
 
Estimated
Fair Value
 
Amortized
Cost
 
Estimated
Fair Value
 (In millions)
Less than 1 year$1,353
 $1,353
 $2,209
 $2,209
Due in 1 - 5 years2,853
 2,840
 3,210
 3,194
Mortgage-backed securities issued by United States government-sponsored enterprises not due at a single maturity date65
 65
 65
 65
Total$4,271
 $4,258
 $5,484
 $5,468

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



Note 6 – Fair Value of Financial Assets and Liabilities

We measureThe fair values of our cash equivalents, marketable securities,financial assets and interest rate swap at fair valueliabilities 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 or liabilities for the three months ended May 1, 2016, and wefirst quarter of fiscal year 2018. We did not have any investments or liabilities classified as Level 3 as of May 1, 2016.

April 30, 2017.
 Fair Value at  Fair Value at
Pricing Category May 1, 2016 January 31, 2016Pricing Category April 30, 2017 January 29, 2017
 (In millions) (In millions)
Assets        
Cash equivalents and marketable securities:    Cash equivalents and marketable securities:   
Corporate debt securities (1)Level 2 $1,793
 $1,901
Level 2 $1,860
 $2,388
Debt securities of United States government agencies (2)Level 2 $1,028
 $1,170
Level 2 $1,062
 $1,188
Debt securities issued by United States Treasury (2)Level 2 $718
 $801
Debt securities issued by the United States TreasuryLevel 2 $681
 $850
Asset-backed securities (2)Level 2 $381
 $435
Level 2 $380
 $489
Mortgage-backed securities issued by United States government-sponsored enterprises (2)Level 2 $188
 $231
Level 2 $170
 $162
Foreign government bonds (2)Level 2 $102
 $92
Level 2 $64
 $70
Money market funds (3)Level 1 $31
 $43
Level 1 $41
 $321
        
Liabilities        
Current liability:        
1.00% Convertible Senior Notes (4)(1)Level 2 $2,675
 $2,273
Level 2 $1,149
 $4,474
Other noncurrent liability:    
Interest rate swap (5)Level 2 $(8) $(7)
Other noncurrent liabilities:    
2.20% Notes Due 2021 (1)Level 2 $987
 $975
3.20% Notes Due 2026 (1)Level 2 $979
 $961
Interest rate swap (2)Level 2 $3
 $2

(1)Included $3 millionThe remaining 1.00% Convertible Notes, 2.20% Notes Due 2021, and $51 million in cash equivalents as of May 1, 2016 and January 31, 2016, respectively, and $1.79 billion and $1.85 billion in marketable securities as of May 1, 2016 and January 31, 2016, respectively, on the Condensed Consolidated Balance Sheets.

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

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

(4)The3.20% 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 on the Notes.information.

(5)(2)
Please refer to Note 9 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding our interest rate swap.

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:
May 1, 2016 January 31, 2016April 30, 2017 January 29, 2017
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net Carrying
Amount
(In millions)(In millions)
Acquisition-related intangible assets$193
 $(156) $37
 $193
 $(152) $41
$193
 $(171) $22
 $193
 $(167) $26
Patents and licensed technology468
 (350) 118
 462
 (337) 125
469
 (401) 68
 468
 (390) 78
Total intangible assets$661
 $(506) $155
 $655
 $(489) $166
$662
 $(572) $90
 $661
 $(557) $104

Amortization expense associated with intangible assets was $17$15 million and $19$17 million for the three months ended May 1, 2016first quarter of fiscal years 2018 and April 26, 2015,2017, respectively. Future amortization expense related to the net carrying amount of intangible assets as of May 1, 2016April 30, 2017 is estimated to be $51$40 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.

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



Note 8 - Balance Sheet Components
 
Certain balance sheet components are as follows:
May 1, January 31,April 30, January 29,
2016 20162017 2017
Inventories:(In millions)(In millions)
Raw materials$124
 $105
$375
 $252
Work in-process105
 103
137
 176
Finished goods165
 210
309
 366
Total inventories$394
 $418
$821
 $794

As of May 1, 2016,April 30, 2017, we had outstanding inventory purchase obligations totaling $696$799 million.
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



May 1, January 31,April 30, January 29,
2016 20162017 2017
Accrued and Other Current Liabilities:(In millions)(In millions)
Deferred revenue$350
 $322
Customer related liabilities (1)142
 160
$220
 $197
Accrued payroll and related expenses62
 79
71
 137
Accrued restructuring and other charges (2)19
 23
Deferred revenue (2)46
 85
Professional service fees18
 23
15
 13
Warranty accrual (3)10
 11
Income taxes payable9
 2
Coupon interest on Notes6
 3
Accrued restructuring and other charges (3)11
 13
Taxes payable10
 4
Accrued royalties8

7
Coupon interest on debt obligations7
 21
Warranty accrual (4)7
 8
Contributions payable4
 3
5
 4
Leases payable5
 4
Other16
 16
15
 14
Total accrued and other current liabilities$636
 $642
$420
 $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. The balance decreased as we recognized the remaining revenue under our patent license agreement with Intel during the first quarter of fiscal year 2018.
(3)
Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.
(3)(4)
Please refer to Note 10 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding warranties.
 April 30, January 29,
 2017 2017
Other Long-Term Liabilities:(In millions)
Deferred income tax liability$159
 $141
Income tax payable101
 96
Contributions payable11
 10
Deferred revenue5
 4
Other24
 20
Total other long-term liabilities$300
 $271

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



 May 1, January 31,
 2016 2016
Other Long-Term Liabilities:(In millions)
Deferred income tax liability$333
 $301
Income taxes payable78
 78
Contributions payable15
 13
Interest rate swap (1)8
 7
Deferred revenue (2)1
 44
Other12
 10
Total other long-term liabilities$447
 $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,fiscal year 2016, we entered into an interest rate swap for a portion of the operating lease financing arrangement for our new headquarters building whichthat 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 first quarter of fiscal year 2017, we enteredWe enter into six foreign currency forward contracts with a total U.S. dollar equivalent notional value of $35 million 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 will be 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 May 1, 2016April 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
 April 30,
2017
 May 1,
2016
 (In millions)
Designated as cash flow hedges$74
 $35
Not designated for hedge accounting$51
 $

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.

As of May 1, 2016,April 30, 2017, 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 the derivative financial instruments designated for hedge accounting treatment are highly effective. For the three months ended May 1, 2016,first quarter 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 amountDuring the first quarter of gain or (loss) recognizedfiscal years 2018 and 2017, net change in other comprehensive incomeunrealized gains (losses) on derivative financial instruments wasdesignated for hedge accounting treatment were not significant for the three months ended May 1, 2016.significant.

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

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



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 May 1, 2016April 30, 2017 and January 31, 201629, 2017 were as follows: 
May 1, January 31,April 30, January 29,
2016 20162017 2017
(In millions)(In millions)
Balance at beginning of period$11
 $8
$8
 $11
Additions1
 27

 2
Deductions(2) (24)(1) (5)
Balance at end of period $10
 $11
$7
 $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.

Note 11 - Debt
Convertible Debt
1.00 %1.00% Convertible Senior Notes Due 2018
On December 2, 2013,During the first quarter of fiscal year 2018, we issued $1.50 billionpaid cash to settle an aggregate of $605 million in Notes. The Notes are unsecured, unsubordinated obligationsprincipal amount of the Company, which pay interestConvertible Notes and had $222 million in cash semi-annually atprincipal amount outstanding as of April 30, 2017. We also issued 24 million shares of our common stock for the excess conversion value and recognized a loss of $14 million on early conversions of the Convertible Notes. Based on the closing price of our common stock of $104.30 on the last trading day of the first quarter of fiscal year 2018, the if-converted value of the remaining outstanding Convertible Notes as of April 30, 2017 exceeded their principal amount by approximately $933 million. As of April 30, 2017, the conversion 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 49.5958was 49.8598 shares of common stock per $1,000 principal amount of the Convertible 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 May 1, 2016, the conversion rate has been adjusted to 49.7481 shares of common stock per $1,000 principal amount of Notesafter adjusting for dividend increases (equivalent to an adjusted conversion price of $20.1013$20.0562 per share of common stock) for dividend increases made to that date..

We separately accounted forThrough the liability and equity componentsfirst quarter of fiscal year 2018, we settled an aggregate of $1.28 billion in principal amount of the Notes at issuance and the value assigned to the debt component was the estimated fair value, asConvertible Notes. Subsequently, we received additional conversion notices for an aggregate of $136 million in principal amount of the issuance date,Convertible Notes. Settlements of a similar debt withoutthese conversion requests are expected to be completed in the second quarter of fiscal year 2018. The actual number of shares issuable upon conversion feature. The difference betweenwill be determined based upon the net cash proceedsterms of the Convertible Notes, and this estimated fair value representedwe expect to receive an equal number of shares of our common stock under the value assigned toterms of 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.Note Hedges.

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



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 amounts of the liability and equity components:
  May 1, January 31,
  2016 2016
  (In millions)
Amount of the equity component $39
 $39
     
1.00% Convertible Senior Notes Due 2018 $1,500
 $1,500
Unamortized debt discount (1) (79) (87)
Net carrying amount $1,421
 $1,413
(1) As of May 1, 2016, the remaining period over which the unamortized debt discount will be amortized is 2.6 years.
The following table presents interest expense for the contractual interest and the accretion of debt discount and issuance costs:
  Three Months Ended
  May 1, April 26,
  2016 2015
  (In millions)
Contractual coupon interest expense $4
 $4
Amortization of debt discount and issuance costs 8
 7
Total interest expense related to Notes $12
 $11
Holders may convert all or any portion of their Convertible Notes at their option at any time prior to August 1, 2018 only under the following circumstances: (1)certain circumstances. For example, 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) duringday, the five business day period after any five consecutive trading day period (the measurement period) in whichConvertible Notes become convertible at the trading price per $1,000 principal amount of notes for each tradingholders' option. As this condition was met, the Convertible Notes first became convertible at the holders' option beginning on the first day of the measurement period was less than 98% of the product of the last reported sale price of our common stockfiscal year 2017 and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. On or after August 1, 2018continue 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 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 January 31, 2016. Therefore, as of January 31, 2016, the conversion threshold had been met and the Notes becamebe convertible at the holders’ option beginning on February 1, 2016through July 30, 2017.

We separately accounted for the liability and ending on May 1, 2016. As such,equity components of the $1.41Convertible 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 January 31, 2016the Convertible Notes using the effective interest method and an interest rate of 3.15%.

As of April 30, 2017, the carrying value of the Convertible Notes was classified as a current liability and the $87 million difference between the principal amount and the carrying value of the Convertible Notes was reclassified from shareholders' equity toclassified as convertible debt conversion obligation in the mezzanine equity section of our Condensed Consolidated Balance Sheet asSheet.

The following table presents the carrying value of January 31, 2016.the Convertible Notes:
 April 30, January 29,
 2017 2017
 (In millions)
1.00% Convertible Senior Notes$222
 $827
Unamortized debt discount (1)(7) (31)
Net carrying amount$215
 $796

(1) As of April 30, 2017, the remaining period over which the unamortized debt discount will be amortized is 1.6 years.

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
  April 30, May 1,
  2017 2016
  (In millions)
Contractual coupon interest expense $
 $4
Amortization of debt discount 1
 8
Total interest expense related to Convertible Notes $1
 $12
NVIDIA CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)
(Unaudited)



As of May 1, 2016, the Notes continued to be convertible at the holders’ option for the period beginning on May 2, 2016 and ending on July 31, 2016. As such, the $1.42 billion carrying value of the Notes as of May 1, 2016 continued to be classified as a current liability and the $79 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 April 29, 2016 (the last trading day of the first quarter of fiscal year 2017) of $35.53, the if-converted value of our Notes exceeded their principal amount by approximately $1.15 billion. As of May 1, 2016, we had received conversion notices for a total of $0.2 million aggregate principal amount of the Notes, for which conversion is expected to be completed in the second quarter of fiscal year 2017. As of May 1, 2016, no conversions had taken place.

Note Hedges and Warrants

Concurrently with the issuance of the Convertible Notes, we entered into a convertible note hedge transaction, or the Note Hedges. 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 May 1, 2016, thehave an adjusted strike price of the Note Hedges has been adjusted to $20.1013$20.0562 per share. The Note Hedgesshare 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 first quarter of fiscal year 2018, we had received 24 million shares of our common stock from the exercise of a portion of the Note Hedges related to the settlement of $605 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 $136 million in principal amount that is expected to settle during the second 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, or the Warrants, with an initialadjusted strike price of $26.9988 per share. In the fourth quarter of fiscal year 2017, we contracted with a counterparty bank to the holdersterminate 63 million 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 May 1, 2016, the strike price was adjusted to $27.0594 per share, reflecting adjustments for our dividend increases made to that date. The Warrants are net share settled75 million warrants outstanding and cover, subject to customary anti-dilution adjustments, 74issued 48 million shares of our common stock.stock related to the terminated Warrants.

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.

The carrying value of our long-term debt and the associated interest rates were as follows:
  
Expected
Remaining Term (years)
 
Effective
Interest Rate
 April 30, 2017 January 29, 2017
      (In millions)
2.20% Notes Due 2021 4.4 2.38% $1,000
 $1,000
3.20% Notes Due 2026 9.4 3.31% 1,000
 1,000
Unamortized debt discount and issuance costs     (16) (17)
Net carrying amount     $1,984
 $1,983

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 onin 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 overseehave been overseeing the construction of the headquarters building. The banks have committed to fund up to $380 million of costs relating to construction. Advances will behave 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 will beis 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.

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



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 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.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.

Patent Infringement CasesLitigation

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.Polaris Innovations Limited

On April 28,May 16, 2016, NVIDIAPolaris Innovations Limited, a non-practicing entity and Samsung entered a binding memorandumwholly-owned subsidiary 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, SamsungWi-LAN Inc., filed a Stipulation of Dismissalcomplaint in the United States District Court for the EasternWestern District of Virginia. Texas alleging that NVIDIA has infringed and is continuing to infringe on six of its U.S. patents related generally to control of dynamic random-access memory (DRAM). The complaint seeks unspecified monetary damages, enhanced damages, interest, fees, expenses, and costs against NVIDIA.

On May 11,September 14, 2016, NVIDIA voluntarily dismissed its petitionanswered the Polaris Complaint and asserted various defenses including non-infringement and invalidity of the six Polaris patents. On December 5, 2016, the Texas Court granted NVIDIA’s motion to transfer and transferred the case 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 theNorthern District of Delaware. On May 19, 2016, Samsung filed a Corrected Joint Motion to Terminate Investigation No. 337-TA-941; the motionCalifornia. A trial date has not yet been granted. 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.set.

NVIDIA’s dismissals on May 11,On December 7, 2016, and May 12, 2016 also terminated its claims against Qualcomm.

In December 2015, Advanced Silicon Technologies LLCNVIDIA filed complaints in the ITC andan inter partes review request with the United States District CourtPatent 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. An institution decision is expected in both of these matters in June 2017. 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. If instituted, the USPTO will conduct a trial on the validity of each of these patents.

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



On December 30, 2016, NVIDIA received notice that Polaris had filed a complaint for the District of Delaware allegingpatent infringement in Germany. The German case alleges infringement of certain patents relatingEuropean Patent No. EP1428225 and German Patent Nos. DE 10223167 and DE 1020066043668. NVIDIA has retained counsel in Germany to graphics processingdefend this case. A trial date has not yet been set. On March 31, 2017, the German Patent Court acknowledged receipt of nullity actions filed by NVIDIA challenging the validity of EP1428225 and memory management.DE 1020066043668. Polaris has not yet responded to these actions.

On May 9, 2017, NVIDIA filed a Motion to Stay the action pending final resolution of the inter partes review of U.S. Patents Nos. 7,886,122; 7,124,325; 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 supported8,161,344. If the motion and none ofis granted, the other parties opposed it. On May 10, 2016,action will be suspended until the Administrative Law Judge issued an Initial Determination granting the joint request to terminate the investigation as to NVIDIA. The Initial Determination is expected to become the Final Determination of the ITC on or before June 9, 2016. Pursuant to the license agreement, we paid Advanced Silicon Technologies $16 million during the three months ended May 1, 2016, of which $6 million was recorded as a patent-related intangible asset and $10 million was recorded as a charge to cost of revenue.inter partes reviews are finally resolved.

Accounting for Loss Contingencies

While there can be no assurance of favorable outcomes, we believe the claims made by other party in the above ongoing matters are without merit and we intend to vigorously defend the actions. As of April 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.

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



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. Upon final settlement of the ASR, we may either (1) receive additional shares of our common stock, or (2) be required to deliver shares of our common stock or elect to make a cash payment to the investment bank, based on the terms and conditions of the ASR agreement.

We accounted for the ASR program as two separate transactions: (i) the 12 million shares of common stock initially delivered to us were accounted for as a treasury stock transaction and (ii) the unsettled contract was determined to be a forward contract indexed to our own common stock. The initial delivery of 12 million shares resulted in an immediate reduction, on the delivery date, of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share. We have determined that the forward contract met all of the applicable criteria for equity classification. As a result, we recorded $410 million as treasury stock and $90 million, the implied value of the forward contract, as additional paid-in-capital, or APIC, in our Condensed Consolidated Balance Sheets as of May 1, 2016. The remainder of the shares are anticipated to be delivered to us in the second quarter of fiscal yearThrough April 30, 2017, and, at that time, the forward contract will be reclassified from APIC to treasury stock.

During the three months ended May 1, 2016, we also paid $62 million in cash dividends to our shareholders, equivalent to $0.1150 per share. As a result, we returned $562 million to shareholders during the three months ended May 1, 2016 in the form of share repurchases and dividend payments.

Through May 1, 2016, we have repurchased an aggregate of 243245 million shares under our share repurchase program for a total cost of $4.35$4.59 billion. All shares delivered from these repurchases have been placed into treasury stock. As of May 1, 2016,April 30, 2017, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $0.97 billion.$2.73 billion through December 2020.

We intend to return approximately $1.00 billionDuring the first quarter of fiscal year 2018, we paid $82 million in cash dividends to our shareholders, in fiscal year 2017 through a combination of share repurchases and cash dividends. We also declared on May 12, 2016 that we would pay our next quarterly cash dividend of $0.1150equivalent to $0.14 per share on June 20, 2016, to all shareholders of record on May 26, 2016.share.

Convertible Preferred Stock

As of May 1, 2016April 30, 2017 and January 31, 2016,29, 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.

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 unifiedsingle underlying graphics architecture.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla and DGX for researchersAI data scientists and analysts focused on artificial intelligence, deep learning and big-data;big data researchers; and GRID for cloud-based visual computing users. Our Tegra brand integrates an entire computer onto a single chip, incorporatingand incorporates GPUs and multi-core CPUs aimed at onlineto 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 corporate infrastructure and support costs, stock-based compensation expense, unallocated cost of revenue and operating expenses, acquisition-related costs, contributions, legal settlement costs, amortization of acquisition-related intangible assets, other acquisition-related costs, an advanced healthcare contribution, restructuring and other charges, 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.

GPU Tegra Processor All Other ConsolidatedGPU Tegra Processor All Other Consolidated
(In millions)
Three Months Ended April 30, 2017       
Revenue$1,562
 $332
 $43
 $1,937
Depreciation and amortization expense$28
 $9
 $10
 $47
Operating income (loss)$602
 $47
 $(95) $554
(In millions)       
Three Months Ended May 1, 2016        
  
  
  
Revenue$1,079
 $160
 $66
 $1,305
$1,079
 $160
 $66
 $1,305
Depreciation and amortization expense$28
 $7
 $10
 $45
$28
 $7
 $10
 $45
Operating income (loss)$348
 $(38) $(65) $245
$348
 $(38) $(65) $245
       
Three Months Ended April 26, 2015 
  
  
  
Revenue$940
 $145
 $66
 $1,151
Depreciation and amortization expense$28
 $14
 $12
 $54
Operating income (loss)$278
 $(57) $(45) $176

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



Three Months EndedThree Months Ended
May 1,
2016
 April 26,
2015
April 30,
2017
 May 1,
2016
(In millions)(In millions)
Reconciling items included in "All Other" category:      
Unallocated revenue$66
 $66
$43
 $66
Stock-based compensation expense(76) (53)
Unallocated cost of revenue and operating expenses(54) (57)(56) (54)
Stock-based compensation(53) (45)
Acquisition-related costs(4) (4)
Contributions(2) (3)
Legal settlement costs(16) 

 (16)
Acquisition-related costs(4) (9)
Advanced healthcare contribution(3) 
Restructuring and other charges(1) 

 (1)
Total$(65) $(45)$(95) $(65)

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 in differentby geographic regions:

Three Months EndedThree Months Ended
May 1, April 26,April 30, May 1,
2016 20152017 2016
(In millions)(In millions)
Revenue:      
Taiwan$445
 $388
$602
 $445
Other Asia Pacific377
 160
United States353
 194
China247
 173
330
 247
United States194
 180
Other Asia Pacific160
 188
Europe156
 119
182
 156
Other Americas103
 103
93
 103
Total revenue$1,305
 $1,151
$1,937
 $1,305

The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:
Three Months EndedThree Months Ended
May 1, April 26,April 30, May 1,
2016 20152017 2016
(In millions)(In millions)
Revenue:      
Gaming$687
 $587
$1,027
 $687
Professional Visualization189
 181
205
 189
Datacenter143
 88
409
 143
Automotive113
 77
140
 113
OEM & IP173
 218
156
 173
Total revenue$1,305
 $1,151
$1,937
 $1,305

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



Revenue from significant customers, those representing 10% or more of total revenue for the respective dates, is summarized as follows:
 Three Months Ended
 May 1,
2016
 April 26,
2015
Revenue:   
Customer A12% 10%

Revenue from the above customer was attributable to the GPU business.

Accounts receivable from significant customers, those representing 10% or more of total accounts receivable for the respective periods, is summarized as follows: 
 May 1,
2016
 January 26,
2016
Accounts Receivable:   
Customer B19% 21%
Customer C13% %
  April 30, January 29,
  2017 2017
Accounts Receivable:    
Customer A 16% 19%

Note 15 - Restructuring and Other Charges
 
In the second quarter of fiscal year 2016, we began the wind-down of our Icera modem operations. Our operating expenses forNo restructuring charges were recorded during the three months ended May 1, 2016 included $1 millionfirst quarter of restructuring and other charges.fiscal year 2018.

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 May 1, 2016:April 30, 2017 and January 29, 2017:
May 1,April 30, January 29,
20162017 2017
(In millions)(In millions)
Balance at beginning of period$23
$13
 $23
Restructuring and other charges1

 3
Cash payments(5)(2) (13)
Non-cash adjustments
Balance at end of period$19
$11
 $13

The majority of the remaining balance of $19$11 million as of May 1, 2016April 30, 2017 is expected to be paid during fiscal year 2017. 

2018.


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 ourits subsidiaries, except where it is made clear that the term means only the parent company.
      
NVIDIA, the NVIDIA logo, Ansel, GeForce, GeForce NOW, Iray, Maxwell,Quadro, Tegra, Tesla, Jetson, NVIDIA DRIVE,DGX-1, NVIDIA GRID NVIDIA SHIELD, NVIDIA VRWorks,and Pascal Quadro, Tegra, and Tesla 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, 201629, 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.



Overview
 
Our Company and Our Businesses

Starting with a focus on PC graphics, NVIDIA isinvented the world leaderGPU to solve some of the most complex problems in visual computing.computer science. We have extended our emphasis in recent years to the revolutionary field of AI. NVIDIA has transformed into a specialized platform company that targets four largedelivers 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 - Gaming, Professional Visualization, Datacenter and Automotive - wherewe serve. We specialize in markets in which GPU-based visual computing is essential and valued.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 addresstarget the four large markets where our visual computing expertise is critically important. We are focused on delivering value through PC, mobilecritical: Gaming, Professional Visualization, Datacenter, 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.Automotive.

Our GPU product brands are aimed at specialized markets including GeForce for gamers; Quadro for designers; Tesla and DGX for researchersAI data scientists and analysts focused on artificial intelligence, deep learning and big-data;big data researchers; and GRID for cloud-based visual computing users. Our Tegra brand integrates an entire computer onto a single chip, incorporatingand incorporates GPUs and multi-core CPUs aimed at onlineto 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

First Quarter of Fiscal Year 20172018 Summary
Three Months EndedThree Months Ended    
May 1,
2016
 April 26, 2015 ChangeApril 30, 2017 January 29, 2017 May 1, 2016 Q/Q Y/Y
(In millions, except per share data)($ in millions, except per share data)
Revenue$1,305
 $1,151
 13%$1,937
 $2,173
 $1,305
 (11)% 48%
Gross margin57.5% 56.7% 80 bps
59.4% 60.0% 57.5% (60) bps
 190 bps
Operating expenses$506
 $477
 6%$596
 $570
 $506
 5 % 18%
Income from operations$245
 $176
 39%$554
 $733
 $245
 (24)% 126%
Net income$196
 $134
 46%$507
 $655
 $208
 (23)% 144%
Net income per diluted share$0.33
 $0.24
 38%$0.79
 $0.99
 $0.35
 (20)% 126%

Revenue grew 13% for the first quarter of fiscal year 2017 to $1.30 billion.2018 increased 48% year over year and decreased 11% sequentially. Growth was driven by GPUs for gaming, datacenter, and professional visualization, as well as for Tegra system-on-a-chip (SOCs). GPU business revenue was $1.08$1.56 billion, up 15%45% from a year earlier reflectingand down 16% sequentially, led by strength across all platforms, including strong growth infrom datacenter and gaming platforms. GeForce Gaming GPU revenue.gaming results were led by continued strong adoption of our latest Pascal architecture. Datacenter revenue (including Tesla, NVIDIA GRID and DGX-1) was $409 million, up 186% year on year and up 38% sequentially. This reflects strong demand for deep learning training from hyperscale customers, cloud instances of GPU computing, GRID and DGX-1 sales. Tegra Processor business revenue, of $160 million for the first quarter of fiscal year 2017which included gaming development platforms and services, was up 10%, reflecting growth in Tegra automotive.

Gaming platform revenue was $687$332 million, up 17%108% from a year ago as salesand up 29% sequentially. Tegra Processor business revenue includes SOC modules for Nintendo Switch. Also included was automotive revenue of $140 million, primarily from all regions continued to provide growth. Professional visualization revenue from Quadroinfotainment modules, which was $189 million, up 4% year over year. Datacenter revenue, including Tesla and NVIDIA GRID, was $143 million, up 63%24% from a year earlier reflecting strong demand for GPU acceleration related to deep learning. Automotive revenue of $113 million from infotainment modules and product development contracts increased 47% from a year earlier. License revenueup 9% sequentially. Revenue from our patent license agreement with Intel remained atwas $43 million, down from $66 million.million a year earlier and sequentially, reflecting the remaining revenue for this agreement.

Gross margin for the first quarter of fiscal year 20172018 was 57.5%59.4%, up 80 basis points, led by the strength of our Maxwell GPUs, our platform approach, and demand for deep learning.reflecting a sequential decrease associated with lower licensing revenue from Intel.

Operating expenses for the first quarter of fiscal year 20172018 were $506$596 million, up 6%18% from a year earlier mainly resulting from higher compensation and benefits. Operating expensesup 5% sequentially, reflecting increased headcount and related costs for the first quarter of fiscal year 2017 included $6 million of legal settlement costs, $3 million of costs related to an advanced healthcare contribution, $1 million of restructuring and other charges, and $53 million in stock-based compensation and other charges. our growth initiatives.

Income from operations for the first quarter of fiscal year 20172018 was $245$554 million, up 39%126% from $176 milliona year over year.



earlier and down 24% sequentially. Net income and net income per diluted share for the first quarter of fiscal year 2017 was $1962018 were $507 million and net income per diluted share was $0.33,$0.79, respectively, up 46%144% and 38%126%, respectively, from a year earlier. These increases were drivenearlier, fueled by strong revenue growth and improved gross margin growth, partially offset by legal settlement costs, the advanced healthcare contribution, and restructuring and other charges.operating margins.

During the first quarter of fiscal year 2017,2018, we entered into a $500paid $82 million accelerated share repurchase agreement, or ASR, and paid $62 million in quarterly cash dividends. For fiscal year 2017,2018, we intend to return approximately $1.00$1.25 billion to shareholders through share repurchases andongoing quarterly cash dividends.dividends and share repurchases.

Cash, cash equivalents and marketable securities were $4.75$6.21 billion as of May 1, 2016,April 30, 2017, compared with $6.80 billion at the end of the prior quarter. The sequential decrease was primarily related to $5.04 billion asprincipal payments for early conversions of January 31, 2016, as growth in operating cash flow was offset byour 1.00% Convertible Senior Notes, or the quarterly cash dividend and the $500 million ASR agreement we entered into in the first quarter of fiscal year 2017. Cash flow from operating activities was $309 million during the first quarter of fiscal year 2017, up from $246 million a year earlier, primarily due to higher net income from revenue and gross margin growth.Convertible Notes.

GPU Business

During the first quarter of fiscal year 2017,2018, we launchedannounced GeForce GTX 1080 Ti and GTX 1070, based onTITAN Xp for our new NVIDIA Pascal architecture, expanded the NVIDIA VRWorks software development kit, and introduced NVIDIA Ansel, an in-game photography tool. We also unveiled thegaming platform. For our datacenter platform, we announced with Microsoft that it is bringing NVIDIA Tesla P100 GPU, based onand P40 GPUs to the Pascal architecture,Azure cloud; announced that NVIDIA Tesla accelerators designed for datacenter AI capabilities were added to Google Cloud, Tencent Cloud, IBM Cloud, and revealedBaidu Cloud; announced that the Tokyo Institute of Technology will use NVIDIA’s accelerated computing platform in their AI supercomputer, TSUBAME3.0; announced that Fujitsu is using 24 NVIDIA DGX-1 AI systems to build a new AI supercomputer for the RIKEN research center in Japan; announced together with Facebook the Caffe2 deep learning framework and Big Basin servers with Tesla P100 GPUs; and announced plans to train 100,000 developers this year through 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.Deep Learning Institute.



Tegra Processor Business

During the first quarter of fiscal year 2017,2018, we expandedannounced with Bosch, one of the world’s largest auto suppliers, plans to create a new Bosch-branded AI self-driving car computer. We also announced a collaboration with PACCAR, one of the world's largest truck makers with brands including Peterbilt, Kenworth and DAF, to develop solutions for autonomous trucks. We also announced NVIDIA SHIELD platform’s gaming content available for streaming from GeForce NOW. We introduced the HD MappingJetson TX2, a high-performance, low-power computer platform for self-driving cars,delivering AI at the edge, with deep learning 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.computer vision capabilities for robots, drones and smart cameras.

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 corporate infrastructure and support costs, stock-based compensation costs, legal settlement costs, amortization of acquisition-related intangible assets, other acquisition-related costs, an advanced healthcare contribution, restructuring and other charges, 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.



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 EndedThree Months Ended
May 1,
2016
 April 26,
2015
April 30,
2017
 May 1,
2016
Revenue100.0 % 100.0 %100.0 % 100.0 %
Cost of revenue42.5
 43.3
40.6
 42.5
Gross profit57.5
 56.7
59.4
 57.5
Operating expenses: 
  
Operating expenses   
Research and development26.5
 29.5
21.2
 26.5
Sales, general and administrative12.2
 12.0
9.6
 12.2
Restructuring and other charges0.1
 

 0.1
Total operating expenses38.8
 41.5
30.8
 38.8
Income from operations18.7
 15.4
28.6
 18.7
Interest income0.9
 0.8
0.8
 0.9
Interest expense(0.9) (1.0)(0.8) (0.9)
Other expense, net(0.3) (0.1)
Other, net(0.9) (0.3)
Total other income (expense)(0.9) (0.3)
Income before income tax expense18.4
 15.1
27.7
 18.4
Income tax expense3.4
 3.3
1.5
 2.5
Net income15.0 % 11.8 %26.2 % 15.9 %
   
Revenue

NVIDIA’s products and services are built for three computing platforms - PC, Datacenter/Cloud, and Mobile. For the first quarter of both fiscal years 2017 and 2016, approximately 67% of our revenue was associated with the PC computing platform, of which GPUs for the gaming and professional visualization markets comprised approximately 87% and 81%, respectively, while PC OEM represented approximately 13% and 19%, respectively.Revenue

Revenue by Reportable Segments
Three Months EndedThree Months Ended
May 1,
2016
 April 26,
2015
 $
Change
 %
Change
April 30,
2017
 May 1,
2016
 $
Change
 %
Change
(In millions)  ($ in millions)
GPU$1,079
 $940
 $139
 15%$1,562
 $1,079
 $483
 45 %
Tegra Processor160
 145
 15
 10
332
 160
 172
 108 %
All Other66
 66
 
 
43
 66
 (23) (35)%
Total$1,305
 $1,151
 $154
 13%$1,937
 $1,305
 $632
 48 %

GPU Business. GPU business revenue increased by 15%45% for the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016.2017. This increase was primarily due primarily to increased revenue from sales of high-end GeForce GPU products for gaming, which increased over 20%almost 30%, reflecting a combination of continued strength in PC gaming and increased sales ofstrong demand for our Maxwell-basedrecent Pascal-based GPU products. Datacenter revenue, including Tesla, GRID and NVIDIA GRID,DGX-1, increased over 60%186%, reflecting strong demand for deep learning training from hyperscale customers, cloud instances of GPU acceleration related to deep learning.computing, GRID and DGX-1 sales. Revenue from Quadro GPUs for professional visualization increased 4%9% due primarily to higher sales of ultra high-endin both desktop and mid-rangemobile workstation products year over year. Revenue from GeForce GPU products for mainstream PC OEMs declined compared to last year.products.

Tegra Processor Business. Tegra Processor business revenue increased by 10%108% for the first quarter of fiscal year 2018 compared to the first quarter of fiscal year 2017. This was driven by an increase of over 900% in revenue from gaming development platforms and services, and an increase of 24% in sales of Tegra products serving automotive systems, primarily from infotainment modules.

All Other. For the first quarter of fiscal year 2018, we recognized revenue of $43 million from our patent license agreement with Intel, down from $66 million for the first quarter of fiscal year 2017, compared toreflecting the first quarter of fiscal year 2016. This was driven by an increase of over 40% in sales of Tegra products serving automotive systems, partially offset by a decline in development services compared to last year.

All Other. We recognized $66 million inremaining revenue during the first quarter of both fiscal years 2017 and 2016, from the patent cross licensing arrangement with Intel.for this agreement that ended on March 31, 2017.

Concentration of Revenue 
 
Revenue from sales to customers outside of the United States and Other Americas accounted for 77% and 75% of total revenue for both the first quarter of fiscal years 20172018 and 2016, respectively.2017. Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if the revenue is attributable to end customers in a different location.

Revenue from significant customers, those representing 10% or more of total revenue for the respective dates, is summarized as follows:
 Three Months Ended
 May 1,
2016
 April 26,
2015
Revenue:   
Customer A12% 10%

Gross Profit and Gross Margin

Gross profit consists of total revenue, net of allowances, less cost of revenue. Cost of revenue consists primarily of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, board and device costs, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory and warranty provisions and shipping costs. Cost of revenue also includes development costs for license and service arrangements and stock-based compensation related to personnel associated with operations. Gross margin is the percentage of gross profit to revenue.
Our overall gross margin was 57.5% and 56.7%increased to 59.4% for the first quarter of fiscal years 2017 and 2016, respectively. Theyear 2018 from 57.5% for the first quarter of fiscal year 2017. This increase was driven primarily by a product mixdue to the growth in our GPU business partially offset by lowerrevenue from Datacenter platforms as well as improved gross margins in our Tegra Processor business. These increases were partially offset by lower revenue from our Intel license agreement.
Charges to cost of sales for inventory provisionsInventory provision costs totaled $22$3 million and $14$22 million for the first quarter of fiscal years 20172018 and 2016,2017, respectively, unfavorably impacting our gross margin by 1.7%0.1% and 1.2%1.7%, respectively. Sales of inventory that was previously written-off or written-down totaled $7$13 million and $9$7 million for the first quarter of fiscal years 20172018 and 2016,2017, respectively, favorably impacting our gross margin by 0.6%0.7% and 0.8%0.6%, respectively. As a result, the overall net effect on our gross margin from charges to cost of sales for inventory provisionsprovision costs and sales of items previously written-off or written-down was an unfavorablea 0.6% favorable impact of 1.1% and 0.4% for the first quarter of fiscal years 2017year 2018 and 2016, respectively.a 1.1% unfavorable impact for the first quarter of fiscal year 2017.



A discussion of our gross margin results for each of our reportable segments is as follows:

GPU Business. The gross margin of our GPU business increased during the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016.2017. GPU margins increased primarily due to the product mix resulting from stronger sales of our GeForce GPU productsstrong demand for gaming and Tesla products for deep learning training and high performance computing.computing, higher GRID and DGX-1 sales, and lower inventory provisions than a year ago.
   
Tegra Processor Business. The gross margin of our Tegra Processor business decreasedincreased during the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016.2017. The decreaseincrease in Tegra margins was primarily due to a higher product mix of automotive infotainment system sales, which haveand lower gross marginsinventory provisions than other Tegra products.a year ago.



Operating Expenses 
Three Months EndedThree Months Ended
May 1,
2016
 April 26,
2015
 
$
Change
 
%
Change
April 30,
2017
 May 1,
2016
 
$
Change
 
%
Change
(In millions)  ($ in millions)
Research and development expenses$346
 $339
 $7
 2%$411
 $346
 $65
 19 %
Sales, general and administrative expenses159
 138
 21
 15
185
 159
 26
 16 %
Restructuring and other charges1
 
 1
 100

 1
 (1) (100)%
Total operating expenses$506
 $477
 $29
 6%$596
 $506
 $90
 18 %
Research and development expenses as a percentage of net revenue27% 29%  
  
21% 27%  
  
Sales, general and administrative expenses as a percentage of net revenue12% 12%  
  
10% 12%  
  
Restructuring and other charges as a percentage of net revenue% %    % %    

Research and Development
 
Research and development expenses increased by 2%19% during the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016. Compensation and benefits increased2017, driven primarily by $4 million resulting from employee additions and relatedincreases in employee compensation and benefits costs. Engineering and development expenses increased by $4 million associated with our newest platform architecture, Pascal.other related costs, including stock-based compensation expense.

Sales, General and Administrative
 
Sales, general and administrative expenses increased by 15%16% during the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016. Compensation and benefits increased2017, driven primarily by $13 million resulting from employee additions and increases in employee compensation increases and other related costs, including stock-based compensation expense. Other expense increased by $5Offsetting these increases was a decrease in outside professional fees of $11 million mainly due to an advanced healthcare contributionresulting from the resolution of our intellectual property disputes with Samsung and legal settlement costs.Qualcomm.

Restructuring and Other Charges

In the second quarter of fiscal year 2016, we began the wind-down of our Icera modem operations. Our operating expenses forNo restructuring charges were recorded during the three months ended May 1, 2016 included $1 millionfirst quarter of restructuring and other charges.fiscal year 2018. Please refer to Note 15 of the Notes to Condensed Consolidated Financial Statements for further discussion.



Total Other Income (Expense)

Interest Income and Interest Expense
 
Interest income consists of interest earned on cash, cash equivalents and marketable securities. Interest expense is primarily comprised of coupon interest and debt discount amortization related to the convertible notesConvertible Notes issued in December 2013.2013 and the 2.20% Notes Due 2021 and 3.20% Notes Due 2026 issued in September 2016.

Interest income was $12$16 million and $9$12 million during the first quarter of fiscal years 20172018 and 2016,2017, respectively. The increase in interest income was primarily due to higher average cash balances invested in interest bearing securities, as well as higher purchased yields.

Interest expense was $16 million and $12 million during the first quarter of fiscal years 2018 and 2017, and 2016,respectively, consisting primarily of coupon interest and debt discount amortization related to the convertible notes weConvertible Notes issued in December 2013.2013 and the Notes issued in September 2016.

Other, Expense, netNet
 
Other, expense, net, consists primarily of realized gains and losses from the sale of marketable securities, sales or impairments of investments in non-affiliated companies, losses on early debt conversions of the Convertible Notes, and the impact of changes in foreign currency rates.

During Other, net, was an expense of $18 million during the first quarter of fiscal years 2017 and 2016, we recorded otheryear 2018 consisting primarily of $14 million of losses recognized from early conversions of the Convertible Notes. Other, net, was an expense net, of $4 million and $1 million, respectively. Other expense, net, in the first quarter of fiscal year 2017 includedand consisted primarily of foreign exchange translation losses, partially offset by a $3 million gain from the sale of an investment in a non-affiliate.



Income Taxes

We recognized income tax expense of $45$29 million and $38$33 million for the first quarter of fiscal years 2018 and 2017, respectively. Income tax expense as a percentage of income before income tax was 5.5% and 2016, respectively. Our effective tax rate was 18.6% and 22.0%13.7% for the first quarter of fiscal years 20172018 and 2016,2017, respectively.

The decrease in our effective tax rate in the first quarter of fiscal year 20172018 as compared to the same period in the prior fiscal year was primarily due toreflects the favorable benefitrecognition of the re-enactment of the U.S. federal research tax credit and lower permanent tax differencesbenefits related to stock-based compensation partially offset by an increaseand a proportional decrease in the amount of earnings subject to U.S. tax.

Our effectiveUnited States tax rate for the first quarter of fiscal year 2017 of 18.6% 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 in the first quarter of fiscal year 2017 primarily attributable to tax benefits recognized upon the expiration of statutes of limitations in certain non-U.S. jurisdictions. 2018.

Please refer to Note 4 of the Notes to Condensed Consolidated Financial Statements for further information.



Liquidity and Capital Resources 
May 1, 2016 January 31, 2016April 30, 2017 January 29, 2017
(In millions)(In millions)
Cash and cash equivalents$547
 $596
$1,989
 $1,766
Marketable securities4,207
 4,441
4,217
 5,032
Cash, cash equivalents and marketable securities$4,754
 $5,037
$6,206
 $6,798

Three Months EndedThree Months Ended
May 1, 2016 April 26, 2015April 30, 2017 May 1, 2016
(In millions)(In millions)
Net cash provided by operating activities$309
 $246
$282
 $319
Net cash provided by (used in) investing activities$176
 $(235)
Net cash provided by investing activities$754
 $176
Net cash used in financing activities$(534) $(44)$(813) $(544)
 
As of May 1, 2016,April 30, 2017, we had $4.75$6.21 billion in cash, cash equivalents and marketable securities, a decrease of $283$592 million from the end of fiscal year 2016.2017. Our portfolio of cash equivalents and marketable securities is managed on our behalf by several financial institutions. Our portfolio managers are required to follow our investment policy, which requires the purchase of high grade investment securities, the diversification of asset types, and certain limits on our portfolio duration.

Cash provided by operating activities increaseddecreased in the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016, primarily due to higher net income from revenue and gross margin growth.
Cash was provided by investing activities in the first quarter of fiscal year 2017, primarily due to morechanges in working capital, partially offset by higher net income.
Cash provided by investing activities increased in the first quarter of fiscal year 2018 compared to the first quarter of fiscal year 2017, primarily due to higher proceeds from sales and maturities of marketable securities, than purchases of marketable securities and property and equipment and intangible assets. Cash was used in investing activities in the first quarter of fiscal year 2016, primarily due to higherpartially offset by lower purchases of marketable securities.

Cash used in financing activities increased in the first quarter of fiscal year 20172018 compared to the first quarter of fiscal year 2016. The increase was2017, primarily due to the $500 million ASR transaction we entered into in the first quarterrepayments of fiscal year 2017.Convertible Notes and payments related to employee stock plans, partially offset by absence of payments related to repurchases of common stock.

Liquidity

Our primary sourcesources of liquidity isare our cash and cash equivalents, our marketable securities, and the cash generated by our operations. Our investment portfolio consists principally of cash and cash equivalents, corporate debt securities, debt securities of United States government agencies, debt securities issued by United States Treasury, asset-backed securities, mortgage-backed securities issued by United States government-sponsored enterprises, foreign government bonds and money market funds. These investments are denominated in United States dollars. As of May 1, 2016, we did not have any investments in auction-rate preferred securities.



Please refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for additional information.

As of May 1, 2016April 30, 2017 and January 31, 2016,29, 2017, we had $4.75$6.21 billion and $5.04$6.80 billion, respectively, in cash, cash equivalents and marketable securities. Our marketable securities consist principally of debt securities of corporations and United States government and its agencies, asset-backed securities, mortgage-backed securities issued by government-sponsored enterprises, money market funds and foreign government bonds. These investments are denominated in United States dollars. Our investment policy requires the purchase of high grade investment securities and the diversification of asset types and includes certain limits on our portfolio duration, as specified in our investment policy guidelines. These guidelines also limit the amount of credit exposure to any one issue, issuer or type of instrument. As of May 1, 2016,April 30, 2017, we were in compliance with our investment policy. As of May 1, 2016,April 30, 2017, our investments in government agencies and government-sponsored enterprises represented 46%45% of our total investment portfolio, while the financial sector accounted for 24%27% of our total investment portfolio. All of our investments are in A/A3 or better rated securities.

Please refer to Note 5 of the Notes to Condensed Consolidated Financial Statements for additional information.

Our cash balances are held in numerous locations throughout the world, including substantial amounts held outside of the United States. Most of the amounts held outside the United States may be repatriated to the United States.  However, if we repatriate foreign earnings for cash requirements in the United States, we would payincur U.S. federal income tax at thea rate of 35% less utilization of any net operating loss carryforwards, and further offset by any applicable research and foreign tax credits, plus any state income taxes on such income. Repatriation of some foreign balances may be restricted by local laws.



Capital Return to Shareholders

Dividend payments and any share repurchases must be made from cash held in the United States. InDuring the first quarter of fiscal year 2017,2018, we made total cash dividend payments of $62 million and entered into a $500 million ASR agreement, utilizing a significant amount of our U.S. cash balance previously taxed as of May 1, 2016. 
Convertible Notes$82 million.

On December 2, 2013, we issued $1.50 billion of 1.00% Convertible Senior Notes, or the Notes, due in 2018 and concurrently entered into separate note hedge and warrant transactions. The Notes will mature on December 1, 2018 unless repurchased or converted prior to such date. The Notes were convertible during the first quarter ofFor fiscal year 2017 and are currently convertible at the holders’ option in the second quarter of fiscal year 2017. As of May 1, 2016,2018, we have received conversion notices for a total of $0.2 million aggregate principal amount of the Notes, for which conversion is expected to be completed in the second quarter of fiscal year 2017. Please refer to Note 11 of the Notes to the Condensed Consolidated Financial Statements for further discussion.

Capital Return to Shareholders

In March 2016, we entered into an 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. Upon final settlement of the ASR, we may either (1) receive additional shares of our common stock, or (2) be required to deliver shares of our common stock or elect to make a cash payment to the investment bank, based on the terms and conditions of the ASR agreement.

During the three months ended May 1, 2016, we also paid $62 million in cash dividends to our shareholders, equivalent to $0.1150 per share. As a result, we returned $562 million to shareholders during the three months ended May 1, 2016 in the form of share repurchases and dividend payments.

We intend to return approximately $1.00$1.25 billion to our shareholders in fiscal year 2017 through a combination of share repurchases and cash dividends. We also declared on May 12, 2016 that we would pay our nextongoing quarterly cash dividend of $0.1150 perdividends and share on June 20, 2016, to all shareholders of record on May 26, 2016.repurchases.

Our cash dividend program and the payment of future cash dividends under that program are subject to continued capital availability and our Board's continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders and are in compliance with all laws and agreements of NVIDIA applicable to the declaration and payment of cash dividends.
Convertible Notes

In December 2013, we issued $1.50 billion of Convertible Notes that mature in December 2018 unless repurchased or converted prior to such date. The Convertible Notes first became convertible at the holders’ option beginning on the first day of fiscal year 2017. We have utilized U.S. cash to settle an aggregate of $1.28 billion in principal amount of the Convertible Notes through the first quarter of fiscal year 2018 and we have received additional conversion notices for an aggregate of $136 million in principal amount, which are expected to be settled in the second quarter of fiscal year 2018. Please refer to Note 11 of the Notes to the Condensed Consolidated Financial Statements for further discussion.

Operating Capital and Capital Expenditure Requirements

We believe that our existing cash balances and anticipated cash flows from operations will be sufficient to meet our operating acquisition, share repurchase, cash dividend and capital requirements for at least the next twelve months. However, there is no assurance that we will not need to raise additional equity or debt financing within this time frame. Additional financing may not be available on favorable terms and may be dilutive to our then-current shareholders. We also may require additional capital for other purposes not presently contemplated. If we are unable to obtain sufficient capital, we could be required to curtail capital equipment purchases or research and development expenditures, which could harm our business.



Off-Balance Sheet Arrangements

During fiscal year 2016, we began to constructWe are constructing 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. The banks have committed to fund up to $380 million of costs relating to construction. 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. The lease has an initial 7.5 year term expiring onin 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. 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. Please refer to Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion regarding our operating lease financing arrangement.

Contractual Obligations

As of May 1, 2016,April 30, 2017, we had outstanding inventory purchase obligations totaling $696$799 million. ThereExcept as described above with respect to the Convertible Notes and the Notes, there were no other material changes in our contractual obligations from those disclosed in our Annual Report on Form 10-K for the fiscal year ended January 31, 2016.29, 2017.

Please see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources” in our Annual Report on Form 10-K for the fiscal year ended January 31, 201629, 2017 for a description of our contractual obligations.

Adoption of New and Recently Issued Accounting Pronouncements

Please see Note 1 of the Notes to Condensed Consolidated Financial Statements for a discussion of adoption of new and recently issued accounting pronouncements.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Investment and Interest Rate Risk

Financial market risks related to investment and interest rate risk are described in our 20162017 Annual Report on Form 10-K. As of May 1, 2016,April 30, 2017, there have been no material changes to the financial market risks described as of January 31, 2016.29, 2017.

Foreign Exchange Rate Risk

During the first quarter of fiscal year May 1, 2016, we entered into foreign currency forward contracts to mitigate theThe impact of foreign currency transactions related to foreign exchange rate movementsrisk is described in our 2017 Annual Report on our operating expenses. We designate these contractsForm 10-K. As of April 30, 2017, there have been no material changes to the foreign exchange rate risks described 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 will be reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur.January 29, 2017.

Please see Note 9 of the Notes to Condensed Consolidated Financial Statements for additional information.

ITEM 4. CONTROLS AND PROCEDURES

Controls and Procedures
 
Disclosure Controls and Procedures
 
Based on their evaluation as of May 1, 2016April 30, 2017, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) were effective to provide reasonable assurance.
 
Changes in Internal Control Over Financial Reporting
 
There were no changes in our internal control over financial reporting during the first quarter of fiscal year 20172018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Inherent Limitations on Effectiveness of Controls
 
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal controls, will prevent all error and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within NVIDIA have been detected.



PART II. OTHER INFORMATION
 
ITEM 1. LEGAL PROCEEDINGS

Please see Part I, Item 1, Note 12 of the Notes to Condensed Consolidated Financial Statements for a discussion of significant developments in our legal proceedings since January 31, 2016.29, 2017. Please also see Item 3, “Legal Proceedings” in our Annual Report on Form 10-K for the fiscal year ended January 31, 201629, 2017 for a prior discussion of our legal proceedings.

ITEM 1A. RISK FACTORS

Please refer to the description of the risk factors associated with our business previously disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2016.29, 2017. There have been no material changes from the risk factors previously described under Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2016.29, 2017.

Before you buy our common stock, you should know that making such an investment involves some risks including, but not limited to, the risks described in Item 1A of our Annual Report on Form 10-K for the fiscal year ended January 31, 2016 and any additional risks set forth below.29, 2017. Additionally, any one of those risks could harm our business, financial condition and results of operations, which could cause our stock price to decline. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also impair our business operations.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer Purchases of Equity Securities

Beginning August 2004, our Board of Directors authorized us, subject to certain specifications, to repurchase shares of our common stock. In May 2015,November 2016, the Board extended the previously authorized repurchase program through December 2018 and authorized an additional $1.62$2.00 billion under theour repurchase program.program and extended it through December 2020.

Through May 1, 2016,April 30, 2017, we have repurchased an aggregate of 243245 million shares under our share repurchase program for a total cost of $4.35$4.59 billion. All shares delivered from these repurchases have been placed into treasury stock. As of May 1, 2016,April 30, 2017, we arewere authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $0.97$2.73 billion through December 2018. We2020. For fiscal year 2018, we intend to return approximately $1.00$1.25 billion to our shareholders in fiscal year 2017 in the form ofthrough ongoing quarterly cash dividends and share repurchases and cash dividends.repurchases.

The repurchases willcan be made from time to time in the open market, in privately negotiated transactions, or in structured share repurchase programs, and maycan be made in one or more larger repurchases, in compliance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended, subject to market conditions, applicable legal requirements, and other factors. The program does not obligate NVIDIA to acquire any particular amount of common stock and the program may be suspended at any time at our discretion. As part of our share repurchase program, we have entered into, and we may continue to enter into, structured share repurchase transactions with financial institutions. These agreements generally require that we make an up-front payment in exchange for the right to receive a fixed number of shares of our common stock upon execution of the agreement, and a potential incremental number of shares of our common stock, within a pre-determined range, at the end of the term of the agreement.

The following table presents details ofTransactions Related to our share repurchase transactions duringConvertible Notes and Note Hedges

During the first quarter of fiscal year 2017:
Period Total Number of Shares Purchased Average Price Paid per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (In billions)
February 1, 2016 - February 28, 2016 
 $
 
 $1.47
February 29, 2016 - March 27, 2016 
 
 
 $1.47
March 28, 2016 - May 1, 2016 12,108,718
 
 12,108,718
 $0.97
Total 12,108,718
 $41.29
 12,108,718
  
(1) In March 2016,2018, we entered intoissued an accelerated share repurchase, or ASR, agreement with an investment bank, under which we made an upfront paymentaggregate of $50024 million to purchase shares of our common stock and received an initial delivery of 12,108,718 shares. Upon finalupon settlement of Convertible Notes submitted for conversion. In connection with these conversions, we exercised a portion of our Note Hedges to acquire shares of our common stock. The counterparty to the ASR, weNote Hedges may either (1) receive additionalbe deemed an “affiliated purchaser” and may have purchased the shares of our common stock or (2) be requireddeliverable to deliverus upon this exercise of our option.

During the second quarter of fiscal year 2018, we expect to settle at least an aggregate of $136 million in principal amount, and issue shares of our common stock or elect to make a cash paymentfor the excess conversion value, related to the investment bank,Convertible Notes that were submitted for conversion. The actual number of shares issuable upon conversion will be determined based onupon the terms and conditions of the ASR agreement. TheConvertible Notes, and we expect to receive an equal number of shares we received resulted in a reduction, onof our common stock under the delivery date,terms of the outstanding shares used to calculate the weighted-average common shares outstanding for basic and diluted net income per share. The calculation of the $41.29 average price per share for the period February 1, 2016 to May 1, 2016 is based solely on the result of dividing the $500 million we have paid towards the ASR by the 12,108,718 shares that we received during March 2016. The price we will ultimately pay per share will be no more than the volume-weighted average price over the period of the contract.Note Hedges. Please refer to Note 1311 of the Notes to Condensed Consolidated Financial Statements for afurther discussion regarding the ASR program.Convertible Notes and the Note Hedges.

Restricted Stock Unit Share Withholding

In addition to our share repurchase program, weWe also withhold common stock shares associated with net share settlements to cover tax withholding obligations upon the vesting of restricted stock unit awards under our equity incentive program. During the first quarter of fiscal year 2017,2018, we withheld approximately 2 million shares at a total cost of $51$190 million through net share settlements. Please refer to Note 2 of the Notes to Condensed Consolidated Financial Statements for further discussion regarding our equity incentive plans.



ITEM 6. EXHIBITS

EXHIBIT INDEX
Exhibit No. 
 Exhibit Description
 
Schedule
/Form
 File Number Exhibit Filing Date
10.1*10.1+ First Amendment to Participation Agreement dated February 17, 2016 among NVIDIA Land Development, LLC, Wachovia Service Corporation, and Wells Fargo Bank, N.A., and a syndicate of other institutions
10.2+Fiscal Year 2017 Variable Compensation Plan of NVIDIA Corporation- Fiscal Year 2018 8-K 000-23985 10.1 March 14, 201613, 2017
31.1* Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 
 
 
 
31.2* Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 
 
 
 
32.1#* Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 
 
 
 
32.2#* Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 
 
 
 
101.INS* XBRL Instance Document 
 
 
 
101.SCH* XBRL Taxonomy Extension Schema Document 
 
 
 
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 
 
 
 
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document 
 
 
 
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 
 
 
 
101.DEF*XBRL Taxonomy Extension  Definition Linkbase Document

* Filed herewith

+ Management contract or compensatory plan or arrangement.

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, CA 95050.



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 25, 201623, 2017
 NVIDIA Corporation 
By:   /s/ Colette M. Kress 
   
 Colette M. Kress
 Executive Vice President and Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer)



EXHIBIT INDEX
 
Exhibit No. 
 Exhibit Description
 
Schedule
/Form
 File Number Exhibit Filing Date
10.1*10.1+ First Amendment to Participation Agreement dated February 17, 2016 among NVIDIA Land Development, LLC, Wachovia Service Corporation, and Wells Fargo Bank, N.A., and a syndicate of other institutions
10.2+Fiscal Year 2017 Variable Compensation Plan of NVIDIA Corporation- Fiscal Year 2018 8-K 000-23985 10.1 March 14, 201613, 2017
31.1* Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 
 
 
 
31.2* Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934 
 
 
 
32.1#* Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 
 
 
 
32.2#* Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934 
 
 
 
101.INS* XBRL Instance Document 
 
 
 
101.SCH* XBRL Taxonomy Extension Schema Document 
 
 
 
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document 
 
 
 
101.LAB* XBRL Taxonomy Extension Labels Linkbase Document 
 
 
 
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document 
 
 
 
101.DEF*XBRL Taxonomy Extension  Definition Linkbase Document

* Filed herewith

+ Management contract or compensatory plan or arrangement.

# In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release Nos. 33-8238 and 34-47986, Final Rule: Management's Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Quarterly Report on Form 10-Q and will not be deemed “filed” for purpose of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

Copies of above exhibits not contained herein are available to any shareholder upon written request to:

Investor Relations: NVIDIA Corporation, 2701 San Tomas Expressway, Santa Clara, CA 95050.




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