Document and Entity Information Document (USD $)

6 Months Ended

Jul. 30, 2017

Aug. 18, 2017

Jul. 29, 2016

Document Information [Line Items]

Entity Registrant Name

NVIDIA CORP

Entity Central Index Key

0001045810

Current Fiscal Year End Date

--01-28

Entity Filer Category

Large Accelerated Filer

Document Type

10-Q

Document Period End Date

Jul. 30, 2017

Document Fiscal Year Focus

2018

Document Fiscal Period Focus

Q2

Amendment Flag

false

Entity Common Stock, Shares Outstanding

600,171,277

Entity Well-known Seasoned Issuer

Yes

Entity Voluntary Filers

No

Entity Current Reporting Status

Yes

Entity Public Float

$ 28,978,018,802

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Revenue

$ 2,230

$ 1,428

$ 4,167

$ 2,733

Cost of revenue

928

602

1,715

1,156

Gross profit

1,302

826

2,452

1,577

Operating expenses

Research and development

416

350

827

697

Sales, general and administrative

198

157

383

316

Restructuring and other charges

0

2

0

3

Total operating expenses

614

509

1,210

1,016

Income from operations

688

317

1,242

561

Interest income

15

12

31

23

Interest expense

(15)

(12)

(31)

(23)

Other, net

(4)

0

(21)

(3)

Total other income (expense)

(4)

0

(21)

(3)

Income before income tax expense

684

317

1,221

558

Income tax expense

101

56

130

89

Net income

$ 583

$ 261

$ 1,091

$ 469

Basic net income per share

$ 0.98 ¹

$ 0.49 ¹

$ 1.83 ¹

$ 0.88 ¹

Diluted net income per share

$ 0.92 ²

$ 0.41 ²

$ 1.71 ²

$ 0.76 ²

Weighted average shares used in basic per share computation

597

534

595

536

Weighted average shares used in diluted per share computation

633

634

637

620

Cash dividends declared and paid per common share

$ 0.140

$ 0.115

$ 0.280

$ 0.230

[1] Calculated as net income divided by basic weighted average shares.

[2] Calculated as net income divided by diluted weighted average shares.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Net income

$ 583

$ 261

$ 1,091

$ 469

Net unrealized gain on available-for-sale securities

3

5

11

Reclassification adjustments for net realized gains on available-for-sale securities included in net income, net of tax

0

Net change in unrealized gain on available-for-sale securities

3

5

11

Net unrealized losses on cash flow hedges

(1)

(3)

(2)

(4)

Reclassification adjustments for net realized gains on cash flow hedges included in net income, net of tax

1

0

1

0

Net change in unrealized loss on cash flow hedges

0

(3)

(1)

(4)

Other comprehensive income, net of tax

3

2

4

7

Total comprehensive income

$ 586

$ 263

$ 1,095

$ 476

CONDENSED CONSOLIDATED BALANCE SHEETS (USD $)

In Millions, unless otherwise specified

Jul. 30, 2017

Jan. 29, 2017

Current assets:

Cash and cash equivalents

$ 1,988

$ 1,766

Marketable securities

3,889

5,032

Accounts receivable, net

1,213

826

Inventories

855

794

Prepaid expenses and other current assets

125

118

Total current assets

8,070

8,536

Property and equipment, net

578

521

Goodwill

618

Intangible assets, net

76

104

Other assets

60

62

Total assets

9,402

9,841

Current liabilities:

Accounts payable

431

485

Accrued and other current liabilities

517

507

Convertible short-term debt

84

796

Total current liabilities

1,032

1,788

Long-term debt

1,984

1,983

Other long-term liabilities

408

271

Capital lease obligations, long-term

3

6

Total Liabilities

3,427

4,048

Commitments and contingencies - see Note 12

Convertible debt conversion obligation

2

31

Shareholders' equity

Preferred stock

0

Common stock

1

Additional paid-in capital

5,048

4,708

Treasury stock, at cost

(6,070)

(5,039)

Accumulated other comprehensive loss

(12)

(16)

Retained earnings

7,006

6,108

Total shareholders' equity

5,973

5,762

Total liabilities, convertible debt conversion obligation and shareholders' equity

$ 9,402

$ 9,841

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)

In Millions, unless otherwise specified

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Cash flows from operating activities:

Net income

$ 1,091

$ 469

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

Depreciation and amortization

96

92

Stock-based compensation expense

158

111

Deferred income taxes

115

77

Amortization of debt discount

2

14

Loss on early debt conversions

17

0

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

1

(3)

Other

8

7

Changes in operating assets and liabilities:

Accounts receivable

(387)

(138)

Inventories

(61)

(104)

Prepaid expenses and other assets

(15)

(17)

Accounts payable

(63)

131

Accrued and other current liabilities

9

(85)

Other long-term liabilities

16

(35)

Net cash provided by operating activities

987

519

Cash flows from investing activities:

Proceeds from sales of marketable securities

726

901

Proceeds from maturities of marketable securities

450

506

Proceeds from sale of long-lived assets and investments

0

6

Purchases of marketable securities

(36)

(1,415)

Purchases of property and equipment and intangible assets

(108)

(87)

Investment in non-affiliates

(16)

(4)

Net cash provided by (used in) investing activities

1,016

(93)

Cash flows from financing activities:

Payments related to repurchases of common stock

(758)

(509)

Repayment of Convertible Notes

(741)

0

Dividends paid

(166)

(124)

Proceeds related to employee stock plans

76

91

Payments related to tax on restricted stock units

(190)

(51)

Other

(2)

(3)

Net cash used in financing activities

(1,781)

(596)

Change in cash and cash equivalents

222

(170)

Cash and cash equivalents at beginning of period

1,766

596

Cash and cash equivalents at end of period

1,988

426

Other non-cash activity:

Assets acquired by assuming related liabilities

$ 32

$ 15

Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. The January 29, 2017 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017, as filed with the SEC, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations and financial position have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017.

Significant Accounting Policies

For a description of significant accounting policies, see Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017. There have been no material changes to our significant accounting policies since the filing of the Annual Report on Form 10-K.

Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2018 and 2017 are both 52-week years. The second quarter of fiscal years 2018 and 2017 were both 13-week quarters.

Reclassifications

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

Principles of Consolidation

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

Use of Estimates

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

Adoption of New and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

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

Recent Accounting Pronouncements Not Yet Adopted

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

The FASB issued an accounting standards update that creates a single source of revenue guidance under U.S. GAAP for all companies, in all industries. We expect to adopt this guidance beginning in our first quarter of fiscal year 2019 using the modified retrospective approach. While we are still finalizing our analysis to quantify the adoption impact of the provisions of the new standard, we do not expect it to have a material impact on our consolidated financial statements.

Stock Based Compensation

Stock-Based Compensation

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

Our Condensed Consolidated Statements of Income include stock-based compensation expense, net of amounts capitalized as inventory, as follows:



	Three Months Ended				Six Months Ended
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	(In millions)
Cost of revenue	$	4	$	4	$	8	$	8
Research and development	44		30		85		59
Sales, general and administrative	33		24		65		44
Total	$	81	$	58	$	158	$	111

Equity Award Activity

The following is a summary of equity award transactions under our equity incentive plans:



	RSUs, PSUs, and Market-based PSUs Outstanding				Options Outstanding
	Number of Shares		Weighted Average Grant-Date Fair Value Per Share		Number of Shares		Weighted Average Exercise Price Per Share
	(In millions, except per share data)
Balances, January 29, 2017	27		$	32.84	7		$	14.47
Granted (1) (2)	3		$	106.65	—		$	—
Exercised	—		$	—	(1	)	$	14.51
Vested	(5	)	$	21.06	—		$	—
Balances, July 30, 2017	25		$	42.54	6		$	14.46


(1)	Includes PSUs that will be issued and eligible to vest if the corporate financial performance maximum target level for fiscal year 2018 is achieved. Depending on the actual level of achievement of the corporate performance target at the end of fiscal year 2018, the PSUs issued could be up to 0.6 million shares.

(2)

Includes market-based PSUs that will be issued and eligible to vest if the maximum target for total shareholder return, or TSR, over the 3-year measurement period is achieved. Depending on the ranking of our TSR compared to the respective TSRs of the companies comprising the Standard & Poor’s 500 Index during a 3-year measurement period, the market-based PSUs issued could be up to 0.1 million shares.

Of the total fair value of equity awards granted during the second quarter and first half of fiscal year 2018, we estimated that the stock-based compensation expense related to equity awards that are not expected to vest was $10 million and $39 million, respectively. Of the total fair value of equity awards granted during the second quarter and first half of fiscal year 2017, we estimated that the stock-based compensation expense related to equity awards that are not expected to vest was $5 million and $17 million, respectively.

The following summarizes the aggregate unearned stock-based compensation expense and estimated weighted average amortization period as of July 30, 2017 and January 29, 2017:



	July 30,		January 29,
	2017		2017
	(In millions)
Aggregate unearned stock-based compensation expense	$	697	$	627

Estimated weighted average remaining amortization period	(In years)
Stock options	0.1		0.5
RSUs, PSUs, and market-based PSUs	2.4		2.6
ESPP	0.6		0.6

Net Income Per Share

The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented:



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions, except per share data)
Numerator:
Net income	$	583	$	261	$	1,091	$	469
Denominator:
Basic weighted average shares	597		534		595		536
Dilutive impact of outstanding securities:
Equity awards	26		26		26		23
1% Convertible Senior Notes	4		43		9		37
Warrants issued with the 1% Convertible Senior Notes	6		31		7		24
Diluted weighted average shares	633		634		637		620
Net income per share:
Basic (1)	$	0.98	$	0.49	$	1.83	$	0.88
Diluted (2)	$	0.92	$	0.41	$	1.71	$	0.76
Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	—		—		1		2


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


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

The 1.00% Convertible Senior Notes, or the Convertible Notes, are included in the calculation of diluted net income per share. The Convertible Notes have a dilutive impact on net income per share if our average stock price for the reporting period exceeds the adjusted conversion price of $20.0480 per share. The warrants associated with our Convertible Notes, or the Warrants, outstanding are also included in the calculation of diluted net income per share. The Warrants have a dilutive impact on net income per share if our average stock price for the quarter exceeds the adjusted strike price of $26.9876 per share. All outstanding Warrants were terminated during the second quarter of fiscal year 2018.

For the second quarter and first half of fiscal year 2018, our average stock price was $144.57 and $124.89, respectively, which exceeded both the adjusted conversion price and the adjusted strike price, causing the Convertible Notes and the Warrants to have a dilutive impact for these periods.

The denominator for diluted net income per share does not include any effect from the convertible note hedge transactions, or the Note Hedges, that we entered into concurrently with the issuance of the Convertible Notes, as this effect would be anti-dilutive. In the event of conversion of the Convertible Notes, the shares delivered to us under the Note Hedges will offset the dilutive effect of the shares that we would issue under the Convertible Notes.

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

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

Income Taxes

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

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

Our effective tax rates for the first half of fiscal years 2018 and 2017 of 10.7% and 15.9%, respectively, were lower than the U.S. federal statutory rate of 35% due primarily to income earned in jurisdictions where the tax rate is lower than the U.S. federal statutory tax rate, tax benefits related to stock-based compensation, and the benefit of the U.S. federal research tax credit.

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

While we believe that we have adequately provided for all uncertain tax positions, or tax positions where we believe it is not more-likely-than-not that the position will be sustained upon review, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved with the respective tax authorities. As of July 30, 2017, we do not believe that our estimates, as otherwise provided for, on such tax positions will significantly increase or decrease within the next twelve months.

Marketable Securities

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

We performed an impairment review of our investment portfolio as of July 30, 2017. Based on our quarterly impairment review, we concluded that our investments were appropriately valued and that no other-than-temporary impairment charges were necessary on our portfolio of available-for-sale investments as of July 30, 2017.

The following is a summary of cash equivalents and marketable securities as of July 30, 2017 and January 29, 2017:



	July 30, 2017
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value		Reported as
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value		Cash Equivalents		Marketable Securities
	(In millions)
Corporate debt securities	$	1,664	$	1	$	(5	)	$	1,660	$	—	$	1,660
Debt securities of United States government agencies	1,030		—		(4		)	1,026		—		1,026
Debt securities issued by the United States Treasury	658		—		(2		)	656		—		656
Asset-backed securities	330		—		(1		)	329		—		329
Mortgage-backed securities issued by United States government-sponsored enterprises	153		2		(1		)	154		—		154
Foreign government bonds	64		—		—			64		—		64
Money market funds	1,663		—		—			1,663		1,663		—
Total	$	5,562	$	3	$	(13	)	$	5,552	$	1,663	$	3,889



	January 29, 2017
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value		Reported as
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value		Cash Equivalents		Marketable Securities
	(In millions)
Corporate debt securities	$	2,397	$	1	$	(10	)	$	2,388	$	33	$	2,355
Debt securities of United States government agencies	1,193		—		(5		)	1,188		27		1,161
Debt securities issued by the United States Treasury	852		—		(2		)	850		55		795
Asset-backed securities	490		—		(1		)	489		—		489
Mortgage-backed securities issued by United States government-sponsored enterprises	161		2		(1		)	162		—		162
Foreign government bonds	70		—		—			70		—		70
Money market funds	321		—		—			321		321		—
Total	$	5,484	$	3	$	(19	)	$	5,468	$	436	$	5,032

The following table provides the breakdown of unrealized losses as of July 30, 2017, aggregated by investment category and length of time that individual securities have been in a continuous loss position:



	Less than 12 Months					12 Months or Greater					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Corporate debt securities	$	1,243	$	(4	)	$	86	$	(1	)	$	1,329	$	(5	)
Debt securities issued by United States government agencies	881		(3		)	100		(1		)	981		(4		)
Debt securities issued by the United States Treasury	645		(2		)	—		—			645		(2		)
Asset-backed securities	304		(1		)	—		—			304		(1		)
Mortgage-backed securities issued by United States government-sponsored enterprises	40		—			36		(1		)	76		(1		)
	$	3,113	$	(10	)	$	222	$	(3	)	$	3,335	$	(13	)

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

The amortized cost and estimated fair value of cash equivalents and marketable securities, which are primarily debt instruments, are classified as available-for-sale as of July 30, 2017 and January 29, 2017 and are shown below by contractual maturity:



	July 30, 2017				January 29, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In millions)
Less than 1 year	$	3,086	$	3,085	$	2,209	$	2,209
Due in 1 - 5 years	2,423		2,414		3,210		3,194
Mortgage-backed securities issued by United States government-sponsored enterprises not due at a single maturity date	53		53		65		65
Total	$	5,562	$	5,552	$	5,484	$	5,468

Fair Value of Financial Assets and Liabilities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets. We review the fair value hierarchy classification on a quarterly basis. There were no significant transfers between Levels 1 and 2 assets for the second quarter of fiscal year 2018. We did not have any investments classified as Level 3 as of July 30, 2017.



		Fair Value at
	Pricing Category	July 30, 2017		January 29, 2017
		(In millions)
Assets
Cash equivalents and marketable securities:
Corporate debt securities	Level 2	$	1,660	$	2,388
Debt securities of United States government agencies	Level 2	$	1,026	$	1,188
Debt securities issued by the United States Treasury	Level 2	$	656	$	850
Asset-backed securities	Level 2	$	329	$	489
Mortgage-backed securities issued by United States government-sponsored enterprises	Level 2	$	154	$	162
Foreign government bonds	Level 2	$	64	$	70
Money market funds	Level 1	$	1,663	$	321

Liabilities
Current liability:
1.00% Convertible Senior Notes (1)	Level 2	$	693	$	4,474
Other noncurrent liabilities:
2.20% Notes Due 2021 (1)	Level 2	$	996	$	975
3.20% Notes Due 2026 (1)	Level 2	$	1,000	$	961
Interest rate swap (2)	Level 2	$	5	$	2


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


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

Intangible Assets

Amortizable Intangible Assets

The components of our amortizable intangible assets are as follows:



	July 30, 2017							January 29, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In millions)
Acquisition-related intangible assets	$	193	$	(175	)	$	18	$	193	$	(167	)	$	26
Patents and licensed technology	469		(411		)	58		468		(390		)	78
Total intangible assets	$	662	$	(586	)	$	76	$	661	$	(557	)	$	104

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

Balance Sheet Components

Certain balance sheet components are as follows:



	July 30,		January 29,
	2017		2017
Inventories:	(In millions)
Raw materials	$	294	$	252
Work in-process	209		176
Finished goods	352		366
Total inventories	$	855	$	794

As of July 30, 2017, we had outstanding inventory purchase obligations totaling $1.04 billion.



	July 30,		January 29,
	2017		2017
Accrued and Other Current Liabilities:	(In millions)
Customer related liabilities (1)	$	218	$	197
Accrued payroll and related expenses	120		137
Deferred revenue (2)	74		85
Coupon interest on debt obligations	20		21
Professional service fees	15		13
Warranty accrual (3)	14		8
Taxes payable	12		4
Accrued royalties	11		7
Accrued restructuring and other charges (4)	10		13
Leases payable	5		4
Contributions payable	4		4
Other	14		14
Total accrued and other current liabilities	$	517	$	507


(1)	Customer related liabilities include accrued customer programs, such as rebates and marketing development funds.


(2)	Deferred revenue primarily includes customer advances and deferrals related to license and service arrangements.


(3)	Please refer to Note 10 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding warranties.


(4)	Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.



	July 30,		January 29,
	2017		2017
Other Long-Term Liabilities:	(In millions)
Deferred income tax liability	$	252	$	141
Income tax payable	105		96
Contributions payable	12		9
Employee benefits liability	11		10
Deferred rent	8		6
Licenses payable	7		1
Deferred revenue	6		4
Other	7		4
Total other long-term liabilities	$	408	$	271

Derivative Financial Instrument

Derivative Instruments and Hedging Activities Disclosure

Derivative Financial Instruments

In fiscal year 2016, we entered into an interest rate swap for a portion of the operating lease financing arrangement for our new headquarters building that entitles us to pay amounts based on a fixed interest rate in exchange for receipt of amounts based on variable interest rates. The objective of this interest rate swap is to mitigate variability in the benchmark interest rate on the first $200 million of existing operating lease financing payments. This interest rate swap is designated as a cash flow hedge, will have settlements beginning in the second quarter of fiscal year 2019, and will terminate in the fourth quarter of fiscal year 2023. Gains or losses on this swap are recorded in accumulated other comprehensive income (loss) and will subsequently be recorded in earnings at the point when the related operating lease financing expense begins to affect earnings or if ineffectiveness of the swap should occur.

We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. We designate these contracts as cash flow hedges and assess the effectiveness of the hedge relationships on a spot to spot basis. Gains or losses on the contracts are recorded in accumulated other comprehensive income (loss) and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur. The fair value of the contracts as of July 30, 2017 was not significant.

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

The table below presents the notional value of our foreign currency forward contracts:



	Three Months Ended				Six Months Ended
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	(In millions)
Designated as cash flow hedges	$	89	$	61	$	163	$	96
Not designated for hedge accounting	$	69	$	13	$	120	$	13

Under the master netting agreements with the respective counterparties to our foreign currency forward contracts, we are allowed to net settle transactions with the same counterparty, subject to applicable requirements. However, we present our derivative assets and liabilities at their gross fair values on our Condensed Consolidated Balance Sheets. We are not required to pledge, and are not entitled to receive, cash collateral related to these derivative instruments.

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

We formally assess, both at inception and on an ongoing basis, whether derivative financial instruments designated for hedge accounting treatment are highly effective. For the second quarter and first half of fiscal years 2018 and 2017, all derivative financial instruments designated for hedge accounting treatment were determined to be highly effective and there were no gains or losses associated with ineffectiveness.

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

Guarantees

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

Accrual for Product Warranty Liabilities

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

The estimated product returns and estimated product warranty liabilities as of July 30, 2017 and January 29, 2017 were as follows:



	July 30,			January 29,
	2017			2017
	(In millions)
Balance at beginning of period	$	8		$	11
Additions	8			2
Deductions	(2		)	(5		)
Balance at end of period	$	14		$	8

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

Debt

Debt Disclosure

Debt

Convertible Debt

1.00% Convertible Senior Notes Due 2018

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

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

Holders may convert all or any portion of their Convertible Notes at their option at any time prior to August 1, 2018 under certain circumstances. For example, during any fiscal quarter, if the last reported sale price of the common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day, the Convertible Notes become convertible at the holders' option. As this condition was met, the Convertible Notes first became convertible at the holders' option beginning on the first day of fiscal year 2017 and continue to be convertible at the holders’ option through October 29, 2017.

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

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

The following table presents the carrying value of the Convertible Notes:



	July 30,			January 29,
	2017			2017
	(In millions)
1.00% Convertible Senior Notes	$	86		$	827
Unamortized debt discount (1)	(2		)	(31		)
Net carrying amount	$	84		$	796

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

The following table presents interest expense for the contractual interest and the accretion of debt discount and issuance costs related to the Convertible Notes:



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions)
Contractual coupon interest expense	$	—	$	4	$	—	$	8
Amortization of debt discount	1		7		2		14
Total interest expense related to Convertible Notes	$	1	$	11	$	2	$	22

Note Hedges and Warrants

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

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

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

Long-Term Debt

2.20% Notes Due 2021 and 3.20% Notes Due 2026

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

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

The carrying value of our long-term debt and the associated interest rates were as follows:



	Expected Remaining Term (years)	Effective Interest Rate	July 30, 2017			January 29, 2017
			(In millions)
2.20% Notes Due 2021	4.1	2.38%	$	1,000		$	1,000
3.20% Notes Due 2026	9.1	3.31%	1,000			1,000
Unamortized debt discount and issuance costs			(16		)	(17		)
Net carrying amount			$	1,984		$	1,983

Commitments and Contingencies

Operating Lease Financing Arrangement

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

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

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

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

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

Litigation

Polaris Innovations Limited

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

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

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

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

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

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

Accounting for Loss Contingencies

While there can be no assurance of favorable outcomes, we believe the claims made by the other party in the above ongoing matters are without merit and we intend to vigorously defend the actions. As of July 30, 2017, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further, any possible range of loss in these matters cannot be reasonably estimated at this time. We are engaged in other legal actions not described above arising in the ordinary course of its business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.

Shareholders' Equity

Stockholders' Equity

Shareholders’ Equity

Capital Return Program

Beginning August 2004, our Board of Directors authorized us, subject to certain specifications, to repurchase shares of our common stock.

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

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

Convertible Preferred Stock

As of July 30, 2017 and January 29, 2017, there were no shares of preferred stock outstanding.

Common Stock

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

Segment Information

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

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

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

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

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

Our CODM does not review any information regarding total assets on a reportable segment basis. Reportable segments do not record intersegment revenue, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for NVIDIA as a whole. The table below presents details of our reportable segments and the “All Other” category.



	GPU		Tegra Processor			All Other			Consolidated
	(In millions)
Three Months Ended July 30, 2017
Revenue	$	1,897	$	333		$	—		$	2,230
Depreciation and amortization expense	$	29	$	9		$	11		$	49
Operating income (loss)	$	761	$	71		$	(144	)	$	688

Three Months Ended July 31, 2016
Revenue	$	1,196	$	166		$	66		$	1,428
Depreciation and amortization expense	$	29	$	7		$	11		$	47
Operating income (loss)	$	379	$	(14	)	$	(48	)	$	317

Six Months Ended July 30, 2017
Revenue	$	3,459	$	665		$	43		$	4,167
Depreciation and amortization expense	$	57	$	18		$	21		$	96
Operating income (loss)	$	1,363	$	118		$	(239	)	$	1,242

Six Months Ended July 31, 2016
Revenue	$	2,275	$	326		$	132		$	2,733
Depreciation and amortization expense	$	57	$	14		$	21		$	92
Operating income (loss)	$	727	$	(52	)	$	(114	)	$	561



	Three Months Ended						Six Months Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
	(In millions)
Reconciling items included in "All Other" category:
Unallocated revenue	$	—		$	66		$	43		$	132
Stock-based compensation expense	(81		)	(58		)	(158		)	(111		)
Unallocated cost of revenue and operating expenses	(59		)	(49		)	(114		)	(104		)
Acquisition-related costs	(4		)	(4		)	(8		)	(8		)
Restructuring and other charges	—			(2		)	—			(3		)
Contributions	—			(1		)	(2		)	(4		)
Legal settlement costs	—			—			—			(16		)
Total	$	(144	)	$	(48	)	$	(239	)	$	(114	)

Revenue by geographic region is allocated to individual countries based on the location to which the products are initially billed even if our customers’ revenue is attributable to end customers that are located in a different location. The following table summarizes information pertaining to our revenue from customers based on the invoicing address by geographic regions:



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions)
Revenue:
Taiwan	$	674	$	505	$	1,277	$	949
China	481		256		810		504
Other Asia Pacific	420		191		797		351
United States	278		206		631		400
Other Americas	199		103		292		206
Europe	178		167		360		323
Total revenue	$	2,230	$	1,428	$	4,167	$	2,733

The following table summarizes information pertaining to our revenue by each of the specialized markets we serve:



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions)
Revenue:
Gaming	$	1,186	$	781	$	2,213	$	1,468
Professional Visualization	235		214		440		403
Datacenter	416		151		825		294
Automotive	142		119		282		232
OEM & IP	251		163		407		336
Total revenue	$	2,230	$	1,428	$	4,167	$	2,733

Accounts receivable from significant customers, those representing 10% or more of total accounts receivable for the respective periods, is summarized as follows:

Restructuring and Other Charges

Restructuring and Related Activities Disclosure [Text Block]

Restructuring and Other Charges

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

The following table provides a summary of the restructuring activities and related liabilities recorded in accrued liabilities on our Condensed Consolidated Balance Sheets as of July 30, 2017 and January 29, 2017:



	July 30,			January 29,
	2017			2017
	(In millions)
Balance at beginning of period	$	13		$	23
Restructuring and other charges	—			3
Cash payments	(3		)	(13		)
Balance at end of period	$	10		$	13

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

Summary of Significant Accounting Policies (Policies)

Basis of Presentation and Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America, or U.S. GAAP, for interim financial information and with the instructions to Form 10-Q and Article 10 of Securities and Exchange Commission, or SEC, Regulation S-X. The January 29, 2017 consolidated balance sheet was derived from our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017, as filed with the SEC, but does not include all disclosures required by U.S. GAAP. In the opinion of management, all adjustments, consisting only of normal recurring adjustments except as otherwise noted, considered necessary for a fair statement of results of operations and financial position have been included. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited consolidated financial statements and notes thereto included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017.

Significant Accounting Policies

For a description of significant accounting policies, see Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended January 29, 2017. There have been no material changes to our significant accounting policies since the filing of the Annual Report on Form 10-K.

Fiscal Year

We operate on a 52- or 53-week year, ending on the last Sunday in January. Fiscal years 2018 and 2017 are both 52-week years. The second quarter of fiscal years 2018 and 2017 were both 13-week quarters.

Reclassifications

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

Principles of Consolidation

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

Use of Estimates

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

Adoption of New and Recently Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncement

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

Recent Accounting Pronouncements Not Yet Adopted

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

The FASB issued an accounting standards update that creates a single source of revenue guidance under U.S. GAAP for all companies, in all industries. We expect to adopt this guidance beginning in our first quarter of fiscal year 2019 using the modified retrospective approach. While we are still finalizing our analysis to quantify the adoption impact of the provisions of the new standard, we do not expect it to have a material impact on our consolidated financial statements.

Stock Based Compensation (Tables)

Stock-based compensation expense, net of amounts capitalized as inventory



	Three Months Ended				Six Months Ended
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	(In millions)
Cost of revenue	$	4	$	4	$	8	$	8
Research and development	44		30		85		59
Sales, general and administrative	33		24		65		44
Total	$	81	$	58	$	158	$	111

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award



	RSUs, PSUs, and Market-based PSUs Outstanding				Options Outstanding
	Number of Shares		Weighted Average Grant-Date Fair Value Per Share		Number of Shares		Weighted Average Exercise Price Per Share
	(In millions, except per share data)
Balances, January 29, 2017	27		$	32.84	7		$	14.47
Granted (1) (2)	3		$	106.65	—		$	—
Exercised	—		$	—	(1	)	$	14.51
Vested	(5	)	$	21.06	—		$	—
Balances, July 30, 2017	25		$	42.54	6		$	14.46


(1)	Includes PSUs that will be issued and eligible to vest if the corporate financial performance maximum target level for fiscal year 2018 is achieved. Depending on the actual level of achievement of the corporate performance target at the end of fiscal year 2018, the PSUs issued could be up to 0.6 million shares.

(2)

Includes market-based PSUs that will be issued and eligible to vest if the maximum target for total shareholder return, or TSR, over the 3-year measurement period is achieved. Depending on the ranking of our TSR compared to the respective TSRs of the companies comprising the Standard & Poor’s 500 Index during a 3-year measurement period, the market-based PSUs issued could be up to 0.1 million shares.

Summary of unearned stock-based compensation expense



	July 30,		January 29,
	2017		2017
	(In millions)
Aggregate unearned stock-based compensation expense	$	697	$	627

Estimated weighted average remaining amortization period	(In years)
Stock options	0.1		0.5
RSUs, PSUs, and market-based PSUs	2.4		2.6
ESPP	0.6		0.6

Net Income Per Share (Tables)

Reconciliation of numerators and denominators of basic and diluted net income (loss) per share computations



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions, except per share data)
Numerator:
Net income	$	583	$	261	$	1,091	$	469
Denominator:
Basic weighted average shares	597		534		595		536
Dilutive impact of outstanding securities:
Equity awards	26		26		26		23
1% Convertible Senior Notes	4		43		9		37
Warrants issued with the 1% Convertible Senior Notes	6		31		7		24
Diluted weighted average shares	633		634		637		620
Net income per share:
Basic (1)	$	0.98	$	0.49	$	1.83	$	0.88
Diluted (2)	$	0.92	$	0.41	$	1.71	$	0.76
Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive	—		—		1		2


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


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

Marketable Securities (Tables)

Cash Equivalents and Marketable Securities



	July 30, 2017
	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)
Corporate debt securities	$	1,664	$	1	$	(5	)	$	1,660	$	—	$	1,660
Debt securities of United States government agencies	1,030		—		(4		)	1,026		—		1,026
Debt securities issued by the United States Treasury	658		—		(2		)	656		—		656
Asset-backed securities	330		—		(1		)	329		—		329
Mortgage-backed securities issued by United States government-sponsored enterprises	153		2		(1		)	154		—		154
Foreign government bonds	64		—		—			64		—		64
Money market funds	1,663		—		—			1,663		1,663		—
Total	$	5,562	$	3	$	(13	)	$	5,552	$	1,663	$	3,889



	January 29, 2017
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value		Reported as
	Amortized Cost		Unrealized Gain		Unrealized Loss			Estimated Fair Value		Cash Equivalents		Marketable Securities
	(In millions)
Corporate debt securities	$	2,397	$	1	$	(10	)	$	2,388	$	33	$	2,355
Debt securities of United States government agencies	1,193		—		(5		)	1,188		27		1,161
Debt securities issued by the United States Treasury	852		—		(2		)	850		55		795
Asset-backed securities	490		—		(1		)	489		—		489
Mortgage-backed securities issued by United States government-sponsored enterprises	161		2		(1		)	162		—		162
Foreign government bonds	70		—		—			70		—		70
Money market funds	321		—		—			321		321		—
Total	$	5,484	$	3	$	(19	)	$	5,468	$	436	$	5,032

Schedule of Unrealized Loss on Investments



	Less than 12 Months					12 Months or Greater					Total
	Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses			Estimated Fair Value		Gross Unrealized Losses
	(In millions)
Corporate debt securities	$	1,243	$	(4	)	$	86	$	(1	)	$	1,329	$	(5	)
Debt securities issued by United States government agencies	881		(3		)	100		(1		)	981		(4		)
Debt securities issued by the United States Treasury	645		(2		)	—		—			645		(2		)
Asset-backed securities	304		(1		)	—		—			304		(1		)
Mortgage-backed securities issued by United States government-sponsored enterprises	40		—			36		(1		)	76		(1		)
	$	3,113	$	(10	)	$	222	$	(3	)	$	3,335	$	(13	)

Schedule of Amortization Cost and Estimated FV of CE and MS



	July 30, 2017				January 29, 2017
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In millions)
Less than 1 year	$	3,086	$	3,085	$	2,209	$	2,209
Due in 1 - 5 years	2,423		2,414		3,210		3,194
Mortgage-backed securities issued by United States government-sponsored enterprises not due at a single maturity date	53		53		65		65
Total	$	5,562	$	5,552	$	5,484	$	5,468

Fair Value of Financial Assets and Liabilities (Tables)

Fair Value Measurements, Recurring and Nonrecurring



		Fair Value at
	Pricing Category	July 30, 2017		January 29, 2017
		(In millions)
Assets
Cash equivalents and marketable securities:
Corporate debt securities	Level 2	$	1,660	$	2,388
Debt securities of United States government agencies	Level 2	$	1,026	$	1,188
Debt securities issued by the United States Treasury	Level 2	$	656	$	850
Asset-backed securities	Level 2	$	329	$	489
Mortgage-backed securities issued by United States government-sponsored enterprises	Level 2	$	154	$	162
Foreign government bonds	Level 2	$	64	$	70
Money market funds	Level 1	$	1,663	$	321

Liabilities
Current liability:
1.00% Convertible Senior Notes (1)	Level 2	$	693	$	4,474
Other noncurrent liabilities:
2.20% Notes Due 2021 (1)	Level 2	$	996	$	975
3.20% Notes Due 2026 (1)	Level 2	$	1,000	$	961
Interest rate swap (2)	Level 2	$	5	$	2


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


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

Intangible Assets (Tables)

Amortizable Intangible Assets Components



	July 30, 2017							January 29, 2017
	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
	(In millions)
Acquisition-related intangible assets	$	193	$	(175	)	$	18	$	193	$	(167	)	$	26
Patents and licensed technology	469		(411		)	58		468		(390		)	78
Total intangible assets	$	662	$	(586	)	$	76	$	661	$	(557	)	$	104

Balance Sheet Components (Tables)

Inventories



	July 30,		January 29,
	2017		2017
Inventories:	(In millions)
Raw materials	$	294	$	252
Work in-process	209		176
Finished goods	352		366
Total inventories	$	855	$	794

Accrued and Other Current Liabilities



	July 30,		January 29,
	2017		2017
Accrued and Other Current Liabilities:	(In millions)
Customer related liabilities (1)	$	218	$	197
Accrued payroll and related expenses	120		137
Deferred revenue (2)	74		85
Coupon interest on debt obligations	20		21
Professional service fees	15		13
Warranty accrual (3)	14		8
Taxes payable	12		4
Accrued royalties	11		7
Accrued restructuring and other charges (4)	10		13
Leases payable	5		4
Contributions payable	4		4
Other	14		14
Total accrued and other current liabilities	$	517	$	507


(1)	Customer related liabilities include accrued customer programs, such as rebates and marketing development funds.


(2)	Deferred revenue primarily includes customer advances and deferrals related to license and service arrangements.


(3)	Please refer to Note 10 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding warranties.


(4)	Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.

Other Long-term Liabilities



	July 30,		January 29,
	2017		2017
Other Long-Term Liabilities:	(In millions)
Deferred income tax liability	$	252	$	141
Income tax payable	105		96
Contributions payable	12		9
Employee benefits liability	11		10
Deferred rent	8		6
Licenses payable	7		1
Deferred revenue	6		4
Other	7		4
Total other long-term liabilities	$	408	$	271

Derivative Financial Instrument Summary of notional value of foreign currency forward contracts (Tables)

Schedule of Notional Amounts of Outstanding Derivative Positions



	Three Months Ended				Six Months Ended
	July 30, 2017		July 31, 2016		July 30, 2017		July 31, 2016
	(In millions)
Designated as cash flow hedges	$	89	$	61	$	163	$	96
Not designated for hedge accounting	$	69	$	13	$	120	$	13

Guarantees (Tables)

Guarantees



	July 30,			January 29,
	2017			2017
	(In millions)
Balance at beginning of period	$	8		$	11
Additions	8			2
Deductions	(2		)	(5		)
Balance at end of period	$	14		$	8

Debt (Table)

Convertible Debt

The following table presents the carrying value of the Convertible Notes:



	July 30,			January 29,
	2017			2017
	(In millions)
1.00% Convertible Senior Notes	$	86		$	827
Unamortized debt discount (1)	(2		)	(31		)
Net carrying amount	$	84		$	796

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

The following table presents interest expense for the contractual interest and the accretion of debt discount and issuance costs related to the Convertible Notes:



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions)
Contractual coupon interest expense	$	—	$	4	$	—	$	8
Amortization of debt discount	1		7		2		14
Total interest expense related to Convertible Notes	$	1	$	11	$	2	$	22

Long-term Debt



	Expected Remaining Term (years)	Effective Interest Rate	July 30, 2017			January 29, 2017
			(In millions)
2.20% Notes Due 2021	4.1	2.38%	$	1,000		$	1,000
3.20% Notes Due 2026	9.1	3.31%	1,000			1,000
Unamortized debt discount and issuance costs			(16		)	(17		)
Net carrying amount			$	1,984		$	1,983

Segment Information (Tables)

Financial Information by Operating Segment



	GPU		Tegra Processor			All Other			Consolidated
	(In millions)
Three Months Ended July 30, 2017
Revenue	$	1,897	$	333		$	—		$	2,230
Depreciation and amortization expense	$	29	$	9		$	11		$	49
Operating income (loss)	$	761	$	71		$	(144	)	$	688

Three Months Ended July 31, 2016
Revenue	$	1,196	$	166		$	66		$	1,428
Depreciation and amortization expense	$	29	$	7		$	11		$	47
Operating income (loss)	$	379	$	(14	)	$	(48	)	$	317

Six Months Ended July 30, 2017
Revenue	$	3,459	$	665		$	43		$	4,167
Depreciation and amortization expense	$	57	$	18		$	21		$	96
Operating income (loss)	$	1,363	$	118		$	(239	)	$	1,242

Six Months Ended July 31, 2016
Revenue	$	2,275	$	326		$	132		$	2,733
Depreciation and amortization expense	$	57	$	14		$	21		$	92
Operating income (loss)	$	727	$	(52	)	$	(114	)	$	561

Reconciling items included in All Other category



	Three Months Ended						Six Months Ended
	July 30, 2017			July 31, 2016			July 30, 2017			July 31, 2016
	(In millions)
Reconciling items included in "All Other" category:
Unallocated revenue	$	—		$	66		$	43		$	132
Stock-based compensation expense	(81		)	(58		)	(158		)	(111		)
Unallocated cost of revenue and operating expenses	(59		)	(49		)	(114		)	(104		)
Acquisition-related costs	(4		)	(4		)	(8		)	(8		)
Restructuring and other charges	—			(2		)	—			(3		)
Contributions	—			(1		)	(2		)	(4		)
Legal settlement costs	—			—			—			(16		)
Total	$	(144	)	$	(48	)	$	(239	)	$	(114	)

Revenue from customers based in different geographic regions



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions)
Revenue:
Taiwan	$	674	$	505	$	1,277	$	949
China	481		256		810		504
Other Asia Pacific	420		191		797		351
United States	278		206		631		400
Other Americas	199		103		292		206
Europe	178		167		360		323
Total revenue	$	2,230	$	1,428	$	4,167	$	2,733

Schedule of Revenue by Major Markets



	Three Months Ended				Six Months Ended
	July 30,		July 31,		July 30,		July 31,
	2017		2016		2017		2016
	(In millions)
Revenue:
Gaming	$	1,186	$	781	$	2,213	$	1,468
Professional Visualization	235		214		440		403
Datacenter	416		151		825		294
Automotive	142		119		282		232
OEM & IP	251		163		407		336
Total revenue	$	2,230	$	1,428	$	4,167	$	2,733

Schedule of Account Receivable from Major Customers

Restructuring and Other Charges (Tables)

Summary of the restructuring activities and related accrued liabilities



	July 30,			January 29,
	2017			2017
	(In millions)
Balance at beginning of period	$	13		$	23
Restructuring and other charges	—			3
Cash payments	(3		)	(13		)
Balance at end of period	$	10		$	13

Summary of Significant Accounting Policies (Details) (USD $)

In Millions, unless otherwise specified

Jul. 30, 2017

Accounting Policies [Abstract]

Cumulative Effect of New Accounting Principle in Period of Adoption

$ 28

Stock Based Compensation (Details) (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

3 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Jan. 29, 2017

Jul. 30, 2017

Employee Stock Option

Jan. 29, 2017

Employee Stock Option

Jul. 30, 2017

RSUs, PSUs, and Market-based PSUs

Jan. 29, 2017

RSUs, PSUs, and Market-based PSUs

Jul. 30, 2017

Employee Stock Purchase Plan

Jan. 29, 2017

Employee Stock Purchase Plan

Share-based Compensation

Cost of revenue

$ 4

$ 8

Research and development

44

30

85

59

Sales, general and administrative

33

24

65

44

Stock-based compensation expense

81

58

158

111

Stock Options

Stock options beginning balance (in shares)

7

Stock options exercised (in shares)

(1)

Stock options ending balance (in shares)

6

Weighted average exercise price of stock options at beginning of period

$ 14.47

Weighted average exercise price of stock options exercised

$ 14.51

Weighted average exercise price of stock options at end of period

$ 14.46

RSUs, PSUs, and Market-based PSUs

RSUs, PSUs and mkt-based PSUs beginning balance (in shares)

27

RSUs, PSUs and mkt-based PSUs granted (in shares)

3 ¹ ²

RSUs, PSUs and mkt-based PSUs vested (in shares)

(5)

RSUs, PSUs, and mkt-based PSUs ending balance (in shares)

25

Weighted average grant date fair value of RSUs, PSUs and mkt-based PSUs at beginning of period

$ 32.84

Weighted avg grant-date FV of RSUs, PSUs and mkt-based PSUs

$ 106.65

Weighted average grant-date fair value of RSUs, PSUs and mkt-based PSUs vested

$ 21.06

Weighted avg grant date FV of RSUs, PSUs and mkt-based PSUs at end of period

$ 42.54

Maximum number of PSUs issuable

0.6

Maximum number of market-based PSUs issuable

0.1

Stock-based compensation expense related to equity awards not expected to vest

10

5

39

17

Summary of unearned SBC expense

Aggregate amount of unearned stock-based compensation expense related to equity awards, adjusted for estimated forfeitures

$ 697

$ 627

Estimated weighted average amortization period

0 years 1 month 18 days

0 years 6 months 0 days

2 years 4 months 17 days

2 years 7 months 6 days

0 years 7 months 0 days

0 years 7 months 5 days

[1] Includes PSUs that will be issued and eligible to vest if the corporate financial performance maximum target level for fiscal year 2018 is achieved. Depending on the actual level of achievement of the corporate performance target at the end of fiscal year 2018, the PSUs issued could be up to 0.6 million shares.

[2] Includes market-based PSUs that will be issued and eligible to vest if the maximum target for total shareholder return, or TSR, over the 3-year measurement period is achieved. Depending on the ranking of our TSR compared to the respective TSRs of the companies comprising the Standard & Poor’s 500 Index during a 3-year measurement period, the market-based PSUs issued could be up to 0.1 million shares.

Net Income Per Share (Details) (USD $)

In Millions, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Jan. 29, 2017

Numerator:

Net income

$ 583

$ 261

$ 1,091

$ 469

Denominator:

Basic weighted average shares

597

534

595

536

Dilutive impact of outstanding securities:

Equity awards

26

23

1% Convertible Senior Notes

4

43

9

37

Warrants issued with the 1% Convertible Senior Notes

6

31

7

24

Weighted average shares used in diluted per share computation

633

634

637

620

Net income per share:

Basic net income per share

$ 0.98 ¹

$ 0.49 ¹

$ 1.83 ¹

$ 0.88 ¹

Diluted net income per share

$ 0.92 ²

$ 0.41 ²

$ 1.71 ²

$ 0.76 ²

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

0

1

2

Stated interest rate, Convertible Notes

1.00%

Conversion price - Convertible Notes

$ 20.0480

Warrant Strike Price

$ 26.9876

Average stock price

$ 144.57

$ 124.89

Number of warrants terminated

12

63

Total number of shares issued related to terminated Warrants

10

48

[1] Calculated as net income divided by basic weighted average shares.

[2] Calculated as net income divided by diluted weighted average shares.

Income Taxes (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Income Taxes

Income tax expense

$ 101

$ 56

$ 130

$ 89

Effective Income Tax Rate, Continuing Operations

14.80%

17.60%

10.70%

15.90%

Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate

35.00%

Marketable Securities (Details) (USD $)

In Millions, unless otherwise specified

Jul. 30, 2017

Jan. 29, 2017

Summary of cash equivalents and marketable securities:

Amortized Cost

$ 5,562

$ 5,484

Unrealized Gain

3

Unrealized Loss

(13)

(19)

Classified as:

Cash equivalents

1,663

436

Marketable securities

3,889

5,032

Total cash equivalents and marketable securities

5,552

5,468

Amortized Cost

Less than one year

3,086

2,209

Due in 1-5 years

2,423

3,210

Mortgage-backed securities issued by government-sponsored enterprises not due to a single maturity date

53

65

Total

5,562

5,484

Estimated Fair Value

Less than one year

3,085

2,209

Due in 1-5 years

2,414

3,194

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

53

65

Total

5,552

5,468

Fair value, unrealized loss position

Fair value, unrealized loss less than 12 months

3,113

Fair value, unrealized loss greater than 12 months

222

Fair value with unrealized loss, total

3,335

Unrealized Loss Position, Aggregate Losses

Unrealized loss, less than 12 months, gross

(10)

Unrealized loss, 12 months or greater, gross

(3)

Gross unrealized loss, total

(13)

Corporate debt securities

Summary of cash equivalents and marketable securities:

Amortized Cost

1,664

2,397

Unrealized Gain

1

Unrealized Loss

(5)

(10)

Classified as:

Cash equivalents

0

33

Marketable securities

1,660

2,355

Total cash equivalents and marketable securities

1,660

2,388

Fair value, unrealized loss position

Fair value, unrealized loss less than 12 months

1,243

Fair value, unrealized loss greater than 12 months

86

Fair value with unrealized loss, total

1,329

Unrealized Loss Position, Aggregate Losses

Unrealized loss, less than 12 months, gross

(4)

Unrealized loss, 12 months or greater, gross

(1)

Gross unrealized loss, total

(5)

Debt securities of United States government agencies

Summary of cash equivalents and marketable securities:

Amortized Cost

1,030

1,193

Unrealized Gain

0

Unrealized Loss

(4)

(5)

Classified as:

Cash equivalents

0

27

Marketable securities

1,026

1,161

Total cash equivalents and marketable securities

1,026

1,188

Fair value, unrealized loss position

Fair value, unrealized loss less than 12 months

881

Fair value, unrealized loss greater than 12 months

100

Fair value with unrealized loss, total

981

Unrealized Loss Position, Aggregate Losses

Unrealized loss, less than 12 months, gross

(3)

Unrealized loss, 12 months or greater, gross

(1)

Gross unrealized loss, total

(4)

Debt securities issued by the United States Treasury

Summary of cash equivalents and marketable securities:

Amortized Cost

658

852

Unrealized Gain

0

Unrealized Loss

(2)

Classified as:

Cash equivalents

0

55

Marketable securities

656

795

Total cash equivalents and marketable securities

656

850

Fair value, unrealized loss position

Fair value, unrealized loss less than 12 months

645

Fair value, unrealized loss greater than 12 months

0

Fair value with unrealized loss, total

645

Unrealized Loss Position, Aggregate Losses

Unrealized loss, less than 12 months, gross

(2)

Unrealized loss, 12 months or greater, gross

0

Gross unrealized loss, total

(2)

Asset-backed Securities

Summary of cash equivalents and marketable securities:

Amortized Cost

330

490

Unrealized Gain

0

Unrealized Loss

(1)

Classified as:

Cash equivalents

0

Marketable securities

329

489

Total cash equivalents and marketable securities

329

489

Fair value, unrealized loss position

Fair value, unrealized loss less than 12 months

304

Fair value, unrealized loss greater than 12 months

0

Fair value with unrealized loss, total

304

Unrealized Loss Position, Aggregate Losses

Unrealized loss, less than 12 months, gross

(1)

Unrealized loss, 12 months or greater, gross

0

Gross unrealized loss, total

(1)

Mortgage backed securities issued by United States government-sponsored enterprises

Summary of cash equivalents and marketable securities:

Amortized Cost

153

161

Unrealized Gain

2

Unrealized Loss

(1)

Classified as:

Cash equivalents

0

Marketable securities

154

162

Total cash equivalents and marketable securities

154

162

Fair value, unrealized loss position

Fair value, unrealized loss less than 12 months

40

Fair value, unrealized loss greater than 12 months

36

Fair value with unrealized loss, total

76

Unrealized Loss Position, Aggregate Losses

Unrealized loss, less than 12 months, gross

0

Unrealized loss, 12 months or greater, gross

(1)

Gross unrealized loss, total

(1)

Foreign government bonds

Summary of cash equivalents and marketable securities:

Amortized Cost

64

70

Unrealized Gain

0

Unrealized Loss

0

Classified as:

Cash equivalents

0

Marketable securities

64

70

Total cash equivalents and marketable securities

64

70

Money market funds

Summary of cash equivalents and marketable securities:

Amortized Cost

1,663

321

Unrealized Gain

0

Unrealized Loss

0

Classified as:

Cash equivalents

1,663

321

Marketable securities

0

Total cash equivalents and marketable securities

$ 1,663

$ 321

Fair Value of Financial Assets and Liabilities (Details) (USD $)

In Millions, unless otherwise specified

Jul. 30, 2017

Jan. 29, 2017

Financial assets and liabilities measured at fair value:

Stated interest rate, Convertible Notes

1.00%

2021 Notes [Member]

Financial assets and liabilities measured at fair value:

Long-term Debt, Stated interest rate

2.20%

2026 Notes [Member]

Financial assets and liabilities measured at fair value:

Long-term Debt, Stated interest rate

3.20%

Fair Value, Inputs, Level 1 [Member] |
Money market funds

Financial assets and liabilities measured at fair value:

Assets, fair value

$ 1,663

$ 321

Fair Value, Inputs, Level 2 [Member]

Financial assets and liabilities measured at fair value:

Convertible Notes, Fair Value

693 ¹

4,474 ¹

Interest rate swap

5 ²

2 ²

Fair Value, Inputs, Level 2 [Member] |
2021 Notes [Member]

Financial assets and liabilities measured at fair value:

Long-term Debt, Fair Value

996 ¹

975 ¹

Fair Value, Inputs, Level 2 [Member] |
2026 Notes [Member]

Financial assets and liabilities measured at fair value:

Long-term Debt, Fair Value

1,000 ¹

961 ¹

Fair Value, Inputs, Level 2 [Member] |
Corporate debt securities

Financial assets and liabilities measured at fair value:

Assets, fair value

1,660

2,388

Fair Value, Inputs, Level 2 [Member] |
Debt securities of United States government agencies

Financial assets and liabilities measured at fair value:

Assets, fair value

1,026

1,188

Fair Value, Inputs, Level 2 [Member] |
Debt securities issued by the United States Treasury

Financial assets and liabilities measured at fair value:

Assets, fair value

656

850

Fair Value, Inputs, Level 2 [Member] |
Asset-backed Securities

Financial assets and liabilities measured at fair value:

Assets, fair value

329

489

Fair Value, Inputs, Level 2 [Member] |
Mortgage backed securities issued by United States government-sponsored enterprises

Financial assets and liabilities measured at fair value:

Assets, fair value

154

162

Fair Value, Inputs, Level 2 [Member] |
Foreign government bonds

Financial assets and liabilities measured at fair value:

Assets, fair value

$ 64

$ 70

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

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

Intangible Assets (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Acquisition-related intangible assets

Jan. 29, 2017

Acquisition-related intangible assets

Jul. 30, 2017

Patents and licensed technology

Jan. 29, 2017

Patents and licensed technology

Jul. 30, 2017

Total intangible assets

Jan. 29, 2017

Total intangible assets

Amortizable intangible assets components

Gross Carrying Amount

$ 193

$ 469

$ 468

$ 662

$ 661

Accumulated Amortization

(175)

(167)

(411)

(390)

(586)

(557)

Net Carrying Amount

18

26

58

78

76

104

Amortization expense

14

18

29

35

Future amortization expense associated with intangible assets

Remainder of fiscal 2018

25

Fiscal 2019

26

Fiscal 2020

16

Fiscal 2021

8

Fiscal 2022 and beyond

$ 1

Balance Sheet Components (Details) (USD $)

Jul. 30, 2017

Jan. 29, 2017

Jan. 31, 2016

Inventories

Raw materials

$ 294,000,000

$ 252,000,000

Work in-process

209,000,000

176,000,000

Finished goods

352,000,000

366,000,000

Total inventories

855,000,000

794,000,000

Outstanding Inventory Purchase Obligations

1,040,000,000

Accrued Liabilities and Other Current Liabilities

Customer related liabilities

218,000,000 ¹

197,000,000 ¹

Accrued payroll and related expenses

120,000,000

137,000,000

Deferred Revenue

74,000,000 ²

85,000,000 ²

Coupon interest on debt obligations

20,000,000

21,000,000

Professional service fees

15,000,000

13,000,000

Warranty accrual

14,000,000 ³

8,000,000 ³

Taxes payable

12,000,000

4,000,000

Accrued royalties

11,000,000

7,000,000

Accrued restructuring and other charges

10,000,000 ⁴

13,000,000 ⁴

23,000,000

Leases payable

5,000,000

4,000,000

Contributions payable

4,000,000

Other

14,000,000

Total accrued and other current liabilities

517,000,000

507,000,000

Other Long-Term Liabilities

Deferred income tax liability

252,000,000

141,000,000

Income taxes payable

105,000,000

96,000,000

Contributions Payable

12,000,000

9,000,000

Employee benefits liability

11,000,000

10,000,000

Deferred rent

8,000,000

6,000,000

Licenses payable

7,000,000

1,000,000

Deferred Revenue

6,000,000

4,000,000

Other

7,000,000

4,000,000

Total other long-term liabilities

$ 408,000,000

$ 271,000,000

[2] Deferred revenue primarily includes customer advances and deferrals related to license and service arrangements.

[3] Please refer to Note 10 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding warranties.

[4] Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.

Derivative Financial Instrument (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Summary of Derivative Instruments [Abstract]

Derivative, Notional Amount

$ 200

Notional amount of FX forward contract, designated as cash flow hedges

89

61

163

96

Notional amount of FX forward contract, not designated for hedge accounting

$ 69

$ 13

$ 120

$ 13

Guarantees (Details) (USD $)

In Millions, unless otherwise specified

6 Months Ended

12 Months Ended

Jul. 30, 2017

Jan. 29, 2017

Estimated product warranty liabilities

Balance at beginning of period

$ 8

$ 11

Additions

8

2

Deductions

(2)

(5)

Balance at end of period

$ 14

$ 8

Debt (Details) (USD $)

Share data in Millions, except Per Share data, unless otherwise specified

3 Months Ended

6 Months Ended

3 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Jul. 28, 2017

Jan. 29, 2017

Jul. 30, 2017

2021 Notes [Member]

Jan. 29, 2017

2021 Notes [Member]

Jul. 30, 2017

2026 Notes [Member]

Jan. 29, 2017

2026 Notes [Member]

Oct. 29, 2017

Subsequent Event [Member]

Debt Instrument

Stated interest rate, Convertible Notes

1.00%

Repayment of Convertible Notes

$ 136,000,000

Convertible Notes - Face Amount

86,000,000

827,000,000

Shares issued - Convertible Notes

5

Loss on early debt conversions

3,000,000

17,000,000

0

Closing stock price

$ 164.39

If-converted value in excess of principal - Convertible Notes

619,000,000

Conversion ratio - Convertible Notes

49.8804

Principal amount of Convertible Notes

1,000

Conversion price - Convertible Notes

$ 20.0480

Extinguishment of Debt, to date

1,410,000,000

Subsequent repayment of Convertible debt

62,000,000

Terms of conversion feature - Convertible Notes

during any fiscal quarter, if the last reported sale price of the common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is greater than or equal to 130% of the conversion price on each applicable trading day, the Convertible Notes become convertible at the holders' option

Initial debt component - Convertible Notes

1,350,000,000

Initial carrying amount of equity component

126,000,000

Purchaser's discount of Convertible Notes

23,000,000

Initial unamortized debt discount at issuance

148,000,000

Effective interest rate - Convertible Notes

3.15%

Unamortized debt discount - Convertible Notes

(2,000,000)¹

(31,000,000)

Convertible Notes, net carrying amount

84,000,000

796,000,000

Remaining discount amortization period

1 year 4 months 2 days

Coupon interest expense, Convertible Notes

0

4,000,000

0

8,000,000

Amortization of Debt Issuance Costs and Discounts

1,000,000

7,000,000

2,000,000

14,000,000

Total interest expense related to Convertible Notes

1,000,000

11,000,000

2,000,000

22,000,000

Note Hedges Strike Price

$ 20.0480

Shares received from Note Hedges

5

Number of warrants terminated

12

63

Total number of shares issued related to terminated Warrants

10

48

Long-term Debt, Gross

1,000,000,000

Long-term Debt, Stated interest rate

2.20%

3.20%

Proceeds from issuance of debt

1,980,000,000

Expected remaining term - Long-term debt

4 years 1 month 18 days

9 years 1 month 19 days

Effective interest rate - Long-term debt

2.38%

3.31%

Unamortized discount and issuance costs

(16,000,000)

(17,000,000)

Long-term debt, net carrying amount

$ 1,984,000,000

$ 1,983,000,000

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

Commitments and Contingencies (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

Jul. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Ground lease to a syndicate of banks - Synthetic Lease

99 years 0 months 0 days

Total Synthetic Lease term

7 years 6 months 0 days

Estimated construction period

2 years 6 months 0 days

Lease term - Synthetic Lease

5 years 0 months 0 days

Maximum number of renewal options

3

Lessee, Operating Lease, Renewal Term

5 years 0 months 0 days

Expected construction costs for Synthetic lease financing

$ 380

Maximum residual value guarantee percentage

87.50%

Maximum total leverage ratio

3.5

Shareholders' Equity (Details) (USD $)

3 Months Ended

6 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Notes to financial statements [Abstract]

Stock Repurchased During Period, Shares

5,000,000

Stock Repurchased During Period, Value

$ 758,000,000

Payments of Dividends

84,000,000

166,000,000

124,000,000

Aggregated number of shares repurchased under stock repurchase program

250,000,000

Aggregated cost of shares repurchased

5,350,000,000

Stock Repurchase Program, Remaining Authorized Repurchase Amount

$ 1,970,000,000

Authorized number of shares of common stock

2,000,000,000

Par value of common stock

$ 0.001

Segment Information (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

12 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Jan. 29, 2017

Revenue by Operating Segment and Geographic Region

Revenue

$ 2,230

$ 1,428

$ 4,167

$ 2,733

Depreciation and amortization expense

49

47

96

92

Operating income (loss)

688

317

1,242

561

Reconciling items included in All Other category

Stock-based compensation expense

(81)

(58)

(158)

(111)

Unallocated cost of revenue and operating expenses

(59)

(49)

(114)

(104)

Acquisition-related costs

(4)

(8)

Restructuring and other charges

0

(2)

0

(3)

Contributions

0

(1)

(2)

(4)

Legal Settlement Costs

0

(16)

Accounts receivable from significant customers (in percent)

14.00%

19.00%

Gaming

Revenue by Operating Segment and Geographic Region

Revenue

1,186

781

2,213

1,468

Professional Visualization

Revenue by Operating Segment and Geographic Region

Revenue

235

214

440

403

Datacenter

Revenue by Operating Segment and Geographic Region

Revenue

416

151

825

294

Automotive

Revenue by Operating Segment and Geographic Region

Revenue

142

119

282

232

OEM & IP

Revenue by Operating Segment and Geographic Region

Revenue

251

163

407

336

Taiwan

Revenue by Operating Segment and Geographic Region

Revenue

674

505

1,277

949

China

Revenue by Operating Segment and Geographic Region

Revenue

481

256

810

504

Other Asia Pacific

Revenue by Operating Segment and Geographic Region

Revenue

420

191

797

351

United States

Revenue by Operating Segment and Geographic Region

Revenue

278

206

631

400

Other Americas

Revenue by Operating Segment and Geographic Region

Revenue

199

103

292

206

Europe

Revenue by Operating Segment and Geographic Region

Revenue

178

167

360

323

GPU

Revenue by Operating Segment and Geographic Region

Revenue

1,897

1,196

3,459

2,275

Depreciation and amortization expense

29

57

Operating income (loss)

761

379

1,363

727

Tegra Processor

Revenue by Operating Segment and Geographic Region

Revenue

333

166

665

326

Depreciation and amortization expense

9

7

18

14

Operating income (loss)

71

(14)

118

(52)

All Other

Revenue by Operating Segment and Geographic Region

Revenue

0

66

43

132

Depreciation and amortization expense

11

21

Operating income (loss)

$ (144)

$ (48)

$ (239)

$ (114)

Restructuring and Other Charges (Details) (USD $)

In Millions, unless otherwise specified

3 Months Ended

6 Months Ended

12 Months Ended

Jul. 30, 2017

Jul. 31, 2016

Jul. 30, 2017

Jul. 31, 2016

Jan. 29, 2017

Restructuring and Other Charges [Abstract]

Balance at beginning of period

$ 13 ¹

$ 23

Restructuring and other charges

0

2

0

3

Cash payments

(3)

(13)

Balance at end of period

$ 10 ¹

$ 13 ¹

[1] Please refer to Note 15 of these Notes to Condensed Consolidated Financial Statements for a discussion regarding restructuring and other charges.

January 29,

Accounts Receivable:

Customer A