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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 26,2025ORTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT

2、 OF 1934Commission file number:0-23985 NVIDIA CORPORATION(Exact name of registrant as specified in its charter)Delaware94-3177549(State or other jurisdiction of(I.R.S.Employerincorporation or organization)Identification No.)2788 San Tomas Expressway,Santa Clara,California95051 (Address of principal

3、executive offices)(Zip Code)Registrants telephone number,including area code:(408)486-2000Securities registered pursuant to Section 12(b)of the Act:Title of each classTrading Symbol(s)Name of each exchange on which registeredCommon Stock,$0.001 par value per shareNVDAThe Nasdaq Global Select MarketS

4、ecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of

5、 the Act.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12 months(or for such shorterperiod that the registrant was required to file such reports),and(2)has been subje

6、ct to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during thepreceding 12 months(or for such shorter

7、period that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,“accel

8、erated filer,“smaller reporting company,and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filerAccelerated filerNon-accelerated filerSmaller reporting companyEmerging growth companyIf an emerging growth company,indicate by check mark if the registrant has elected not to

9、 use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a)of the Exchange Act.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its

10、internal control over financial reporting under Section 404(b)ofthe Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial state

11、ments of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registran

12、ts executive officers duringthe relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the voting stock held by non-affiliates of the registrant as of July 26,2024 wa

13、s approximately$2.7 trillion(based on the closing sales price of the registrants common stock asreported by the Nasdaq Global Select Market on July 26,2024).This calculation excludes 1.0 billion shares held by directors and executive officers of the registrant.This calculation does not exclude share

14、sheld by such organizations whose ownership exceeds 5%of the registrants outstanding common stock that have represented to the registrant that they are registered investment advisers or investmentcompanies registered under section 8 of the Investment Company Act of 1940.The number of shares of commo

15、n stock outstanding as of February 21,2025 was 24.4 billion.DOCUMENTS INCORPORATED BY REFERENCEPortions of the registrants Proxy Statement for its 2025 Annual Meeting of Shareholders to be filed with the Securities and Exchange Commission pursuant to Regulation 14A not later than 120 days after thee

16、nd of the fiscal year covered by this Annual Report on Form 10-K are incorporated by reference into Part III,Items 10-14 of this Annual Report on Form 10-K.Table of ContentsNVIDIA CorporationTable of Contents Page Part I Item 1.Business 4Item 1A.Risk Factors 13Item 1B.Unresolved Staff Comments 32Ite

17、m 1CCybersecurity 32Item 2.Properties 33Item 3.Legal Proceedings 33Item 4.Mine Safety Disclosures 33 Part II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 33Item 6.Reserved35Item 7.Managements Discussion and Analysis of Financial Co

18、ndition and Results of Operations 36Item 7A.Quantitative and Qualitative Disclosures About Market Risk 45Item 8.Financial Statements and Supplementary Data 46Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 46Item 9A.Controls and Procedures 46Item 9B.Other

19、Information 47Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections47 Part III Item 10.Directors,Executive Officers and Corporate Governance 47Item 11.Executive Compensation 48Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

20、48Item 13.Certain Relationships and Related Transactions,and Director Independence48Item 14.Principal Accountant Fees and Services 48 Part IV Item 15.Exhibits and Financial Statement Schedules 49Item 16.Form 10-K Summary 85Signatures 862Table of ContentsWhere You Can Find More InformationInvestors a

21、nd others should note that we announce material financial information to our investors using our investor relations website,press releases,SECfilings and public conference calls and webcasts.We also use the following social media channels as a means of disclosing information about the company,ourpro

22、ducts,our planned financial and other announcements and attendance at upcoming investor and industry conferences,and other matters and for complyingwith our disclosure obligations under Regulation FD:NVIDIA Corporate Blog(https:/ Technical Blog(https:/ LinkedIn Page(https:/ Facebook Page(https:/ Ins

23、tagram Page(https:/ X Account(https:/ addition,investors and others can view NVIDIA videos on YouTube(https:/www.YouT information we post through these social media channels may be deemed material.Accordingly,investors should monitor these accounts and the blog,inaddition to following our press rele

24、ases,SEC filings and public conference calls and webcasts.This list may be updated from time to time.The information wepost through these channels is not a part of this Annual Report on Form 10-K.These channels may be updated from time to time on NVIDIAs investor relationswebsite.Forward-Looking Sta

25、tementsThis Annual Report on Form 10-K contains forward-looking statements which are based on our managements beliefs and assumptions and on informationcurrently available to our management.In some cases,you can identify forward-looking statements by terms such as“may,”“will,”“should,”“could,”“goal,

26、”“would,”“expect,”“plan,”“anticipate,”“believe,”“estimate,”“project,”“predict,”“potential,”and similar expressions intended to identify forward-lookingstatements.These statements involve known and unknown risks,uncertainties and other factors,which may cause our actual results,performance,time frame

27、sor achievements to be materially different from any future results,performance,time frames or achievements expressed or implied by the forward-lookingstatements.We discuss many of these risks,uncertainties,and other factors in this Annual Report on Form 10-K in greater detail under the heading“Risk

28、Factors.”Given these risks,uncertainties,and other factors,you should not place undue reliance on these forward-looking statements.Also,these forward-looking statements represent our estimates and assumptions only as of the date of this filing.You should read this Annual Report on Form 10-K complete

29、ly andwith the understanding that our actual future results may be materially different from what we expect.We hereby qualify our forward-looking statements by thesecautionary statements.Except as required by law,we assume no obligation to update these forward-looking statements publicly,or to updat

30、e the reasons actualresults could differ materially from those anticipated in these forward-looking statements,even if new information becomes available in the future.All references to“NVIDIA,”“we,”“us,”“our,”or the“Company”mean NVIDIA Corporation and its subsidiaries.In addition,statements that“we

31、believe”and similar statements reflect our beliefs and opinions on the relevant subject.These statements are based uponinformation available to us as of the filing date of this Annual Report on Form 10-K,and while we believe such information forms a reasonable basis for suchstatements,such informati

32、on may be limited or incomplete,and our statements should not be read to indicate that we have conducted an exhaustive inquiry into,or review of,all potentially available relevant information.These statements are inherently uncertain and investors are cautioned not to unduly rely upon thesestatement

33、s.2025 NVIDIA Corporation.All rights reserved.3Table of ContentsPart IItem 1.BusinessOur CompanyNVIDIA pioneered accelerated computing to help solve the most challenging computational problems.NVIDIA is now a full-stack computing infrastructurecompany with data-center-scale offerings that are reshap

34、ing industry.Our full-stack includes the foundational CUDA programming model that runs on all NVIDIA GPUs,as well as hundreds of domain-specific software libraries,software development kits,or SDKs,and Application Programming Interfaces,or APIs.This deep and broad software stack accelerates the perf

35、ormance andeases the deployment of NVIDIA accelerated computing for computationally intensive workloads such as artificial intelligence,or AI,model training andinference,data analytics,scientific computing,and 3D graphics,with vertical-specific optimizations to address industries ranging from health

36、care and telecom toautomotive and manufacturing.Our data-center-scale offerings are comprised of compute and networking solutions that can scale to tens of thousands of GPU-accelerated serversinterconnected to function as a single giant computer;this type of data center architecture and scale is nee

37、ded for the development and deployment of modernAI applications.The GPU was initially used to simulate human imagination,enabling the virtual worlds of video games and films.Today,it also simulates human intelligence,enabling a deeper understanding of the physical world.Its parallel processing capab

38、ilities,supported by thousands of computing cores,are essential for deeplearning algorithms.This form of AI,in which software writes itself by learning from large amounts of data,can serve as the brain of computers,robots,and self-driving cars that can perceive and understand the world.GPU-powered A

39、I solutions are being developed by thousands of enterprises to deliver services andproducts that would have been immensely difficult or even impossible with traditional coding.Examples include generative AI,which can create new contentsuch as text,code,images,audio,video,molecule structures,and reco

40、mmendation systems,which can recommend highly relevant content such as products,services,media,or ads using deep neural networks trained on vast datasets that capture the users preferences.NVIDIA has a platform strategy,bringing together hardware,systems,software,algorithms,libraries,and services to

41、 create unique value for the markets weserve.While the computing requirements of these end markets are diverse,we address them with a unified underlying architecture leveraging our GPUs andnetworking and software stacks.The programmable nature of our architecture allows us to support several multi-b

42、illion-dollar end markets with the sameunderlying technology by using a variety of software stacks developed either internally or by third-party developers and partners.The large and growing numberof developers and installed base across our platforms strengthens our ecosystem and increases the value

43、 of our platform to our customers.Innovation is at our core.We have invested over$58.2 billion in research and development since our inception,yielding inventions that are essential to moderncomputing.Our invention of the GPU in 1999 sparked the growth of the PC gaming market and redefined computer

44、graphics.With our introduction of the CUDAprogramming model in 2006,we opened the parallel processing capabilities of our GPU to a broad range of compute-intensive applications,paving the way forthe emergence of modern AI.In 2012,the AlexNet neural network,trained on NVIDIA GPUs,won the ImageNet com

45、puter image recognition competition,marking the“Big Bang”moment of AI.We introduced our first Tensor Core GPU in 2017,built from the ground-up for the new era of AI,and our first autonomousdriving system-on-chips,or SoC,in 2018.Our acquisition of Mellanox in 2020 expanded our innovation canvas to in

46、clude networking,enabled our platforms tobe data center scale,and led to the introduction of a new processor class the data processing unit,or DPU.Over the past 5 years,we have built full softwarestacks that run on top of our GPUs and CUDA to bring AI to the worlds largest industries,including NVIDI

47、A DRIVE stack for autonomous driving,Clara forhealthcare,and Omniverse for industrial digitalization;and introduced the NVIDIA AI Enterprise software essentially an operating system for enterprise AIapplications.In 2023,we introduced our first data center CPU,Grace,built for giant-scale AI and high

48、performance computing,or HPC.With a strongengineering culture,we drive fast,yet harmonized,product and technology innovations in all dimensions of computing including silicon,systems,networking,software and algorithms.More than half of our engineers work on software.The worlds leading cloud service

49、providers,or CSPs,and consumer internet companies use our data center-scale accelerated computing platforms to enable,accelerate,develop,or enrich the services and offerings they deliver to billions of end users,including AI solutions and assistants,AI foundation models,search,recommendations,social

50、 networking,online shopping,live video,and translation.Enterprises and startups across a broad range of industries use our accelerated computing platforms to build new generative and agentic AI-enabled productsand services,and/or to dramatically accelerate and reduce the costs of their workloads and

51、 workflows.The enterprise software industry uses them for new AIassistants,chatbots,and agents;the transportation industry for autonomous driving;the healthcare industry for accelerated and computer-aided drug discovery;and the financial services industry for customer support and fraud detection.4Ta

52、ble of ContentsResearchers and developers use our computing solutions to accelerate a wide range of important applications,from simulating molecular dynamics to climateforecasting.With support for more than 4,400 applications,NVIDIA computing enables some of the most promising areas of discovery,fro

53、m climate prediction tomaterials science and from wind tunnel simulation to genomics.Including GPUs and networking,NVIDIA powers over 75%of the supercomputers on the globalTOP500 list,including 38 of the top 50 systems on the Green500 list.Gamers choose NVIDIA GPUs to enjoy immersive,increasingly ci

54、nematic virtual worlds.In addition to serving the growing number of gamers,the market for PCGPUs is expanding because of the burgeoning population of live streamers,broadcasters,artists,and creators.With the advent of generative AI,we expect abroader set of PC users to choose NVIDIA GPUs for running

55、 generative AI applications locally on their PC,which is critical for privacy,latency,and cost-sensitiveAI applications.Professional artists,architects and designers use NVIDIA partner products accelerated with our GPUs and software platform for a range of creative and designuse cases,such as creati

56、ng visual effects in movies or designing buildings and products.In addition,generative AI is expanding the market for our workstation-class GPUs,as more enterprise customers develop and deploy AI applications with their data on-premises.Headquartered in Santa Clara,California,NVIDIA was incorporated

57、 in California in April 1993 and reincorporated in Delaware in April 1998.Our BusinessesWe report our business results in two segments.The Compute&Networking segment includes our Data Center accelerated computing platforms and AI solutions and software;networking;automotive platformsand autonomous a

58、nd electric vehicle solutions;Jetson for robotics and other embedded platforms;and DGX Cloud computing services.The Graphics segment includes GeForce GPUs for gaming and PCs,the GeForce NOW game streaming service and related infrastructure,and solutions forgaming platforms;Quadro/NVIDIA RTX GPUs for

59、 enterprise workstation graphics;virtual GPU,or vGPU,software for cloud-based visual and virtual computing;automotive platforms for infotainment systems;and Omniverse Enterprise software for building and operating industrial AI and digital twin applications.Our MarketsWe specialize in markets where

60、our computing platforms can provide tremendous acceleration for applications.These platforms incorporate processors,interconnects,software,algorithms,systems,and services to deliver unique value.Our platforms address four large markets where our expertise is critical:DataCenter,Gaming,Professional V

61、isualization,and Automotive.Data CenterThe NVIDIA Data Center platform is focused on accelerating the most compute-intensive workloads,such as AI,data analytics,graphics,and scientificcomputing,delivering significantly better performance and power efficiency relative to conventional CPU-only approac

62、hes.It is deployed in cloud,hyperscale,on-premises and edge data centers.The platform consists of compute and networking offerings typically delivered to customers as systems,subsystems,ormodules,along with software and services.Our compute offerings include supercomputing platforms and servers,brin

63、ging together our energy efficient GPUs,CPUs,interconnects,and fully optimized AIand HPC software stacks.In addition,they include NVIDIA AI Enterprise software;our DGX Cloud service;and a growing body of acceleration libraries,APIs,SDKs,and domain-specific application frameworks.Our networking offer

64、ings include end-to-end platforms for InfiniBand and Ethernet,consisting of network adapters,cables,DPUs,switch chips and systems,aswell as a full software stack.This has enabled us to architect data center-scale computing platforms that can interconnect thousands of compute nodes withhigh-performan

65、ce networking.While historically the server was the unit of computing,as AI and HPC workloads have become extremely large spanningthousands of compute nodes,the data center has become the new unit of computing,with networking as an integral part.Our customers include the worlds leading public cloud

66、and consumer internet companies,thousands of enterprises and startups,and public sector entities.Wework with industry leaders to help build or transform their applications and data center infrastructure.Our direct customers include original equipmentmanufacturers,or OEMs,original device manufacturer

67、s,or ODMs,system integrators and distributors which we partner with to help bring our products tomarket.We also have partnerships in automotive,healthcare,financial services,manufacturing,retail,and technology among others,to accelerate the adoptionof AI.At the foundation of the NVIDIA accelerated c

68、omputing platform are our GPUs,which excel at parallel workloads such as the training and inferencing of neuralnetworks.They are available in the NVIDIA accelerated computing platform and in5Table of Contentsindustry standard servers from every major cloud provider and server maker.Beyond GPUs,our d

69、ata center platform expanded to include DPUs in fiscal year2022 and CPUs in fiscal year 2024.We can optimize across the entire computing,networking and storage stack to deliver data center-scale computingsolutions.While our approach starts with powerful chips,what makes it a full-stack computing pla

70、tform is our large body of software,including the CUDA parallelprogramming model,the CUDA-X collection of acceleration libraries,APIs,SDKs,and domain-specific application frameworks.In addition to software delivered to customers as an integral part of our data center computing platform,we offer paid

71、 licenses to NVIDIA AI Enterprise,acomprehensive suite of enterprise-grade AI software and NVIDIA vGPU software for graphics-rich virtual desktops and workstations.We also offer the NVIDIADGX Cloud,a fully managed AI-training-as-a-service platform which includes cloud-based infrastructure and softwa

72、re for AI,customizable pretrained AI models,and access to NVIDIA experts.In fiscal year 2025,we launched the NVIDIA Blackwell architecture,a full set of data center scale infrastructure that includes GPUs,CPUs,DPUs,interconnects,switch chips and systems,and networking adapters.Blackwell excels at pr

73、ocessing cutting edge generative AI and accelerated computing workloads withmarket leading performance and efficiency.Offered in a number of configurations,it can address the needs of customers across industries and a diverse set ofAI and accelerated computing use cases.GamingGaming is the largest e

74、ntertainment industry,with PC gaming as the predominant platform.Many factors propel its growth,including new high production valuegames and franchises,the continued rise of competitive gaming,or eSports,social connectivity and the increasing popularity of game streamers,modders,orgamers who remaste

75、r games,and creators.Our gaming platforms leverage our GPUs and sophisticated software to enhance the gaming experience with smoother,higher quality graphics.We developedNVIDIA RTX to bring next generation graphics and AI to games.NVIDIA RTX features ray tracing technology for real-time,cinematic-qu

76、ality rendering.Raytracing,which has long been used for special effects in the movie industry,is a computationally intensive technique that simulates the physical behavior of lightto achieve greater realism in computer-generated scenes.NVIDIA RTX also features deep learning super sampling,or NVIDIA

77、DLSS,our AI technology thatboosts frame rates while generating beautiful,sharp images for games.RTX GPUs will also accelerate a new generation of AI applications.With an installedbase of over 100 million AI capable PCs,more than 700 RTX AI-enabled applications and games,and a robust suite of develop

78、ment tools,RTX is already the AIPC leader.Our products for the gaming market include GeForce RTX and GeForce GTX GPUs for gaming desktop and laptop PCs,GeForce NOW cloud gaming forplaying PC games on underpowered devices,as well as SoCs and development services for game consoles.In fiscal year 2025,

79、we launched the NVIDIA Blackwell GeForce RTX 50 Series family of desktop and laptop GPUs.The Blackwell architecture introduced neuralgraphics which combines AI models with traditional rendering to unlock a new era of graphics innovation.The RTX 50 Series also features the next generation ofour DLSS

80、technology powered for the first time by a transformer model architecture.Together these technologies help deliver up to a 2x leap in performance andstunning visual realism for PC gamers,developers,and creatives.Professional VisualizationWe serve the Professional Visualization market by working clos

81、ely with independent software vendors,or ISVs,to optimize their offerings for NVIDIA GPUs.OurGPU computing platform enhances productivity and introduces new capabilities for critical workflows in many fields,such as design and manufacturing anddigital content creation.Design and manufacturing encomp

82、ass computer-aided design,architectural design,consumer-products manufacturing,medicalinstrumentation,and aerospace.Digital content creation includes professional video editing and post-production,special effects for films,and broadcast-television graphics.Additionally,the infusion of generative AI

83、into an increasing number of applications is giving rise to the need for the enhanced AI processingcapabilities of our RTX GPUs.The NVIDIA RTX platform makes it possible to render film-quality,photorealistic objects and environments with physically accurate shadows,reflections andrefractions using r

84、ay tracing in real-time.Many leading 3D design and content creation applications developed by our ecosystem partners now support RTX,allowing professionals to accelerate and transform their workflows with NVIDIA RTX GPUs and software.We offer NVIDIA Omniverse as a development platform and operating

85、system for building and running virtual world simulation applications,available as asoftware subscription for enterprise use and free for individual use.Industrial enterprises are adopting Omniverses 3D and simulation technologies to digitalizetheir complex physical assets,processes,and environments

86、 building digital twins of factories,real time 3D product configurators,testing and validatingautonomous robots and vehicles,powered by NVIDIA accelerated computing infrastructure on-premises and in the cloud.6Table of ContentsAutomotiveAutomotive is comprised of platform solutions for automated dri

87、ving from the cloud to the car.Leveraging our technology leadership in AI and building on ourlong-standing automotive relationships,we are delivering a complete end-to-end solution for the AV market under the DRIVE Hyperion brand.We havedemonstrated multiple applications of AI within the car:AI can

88、drive the car itself as a pilot in fully autonomous mode or it can also be a co-pilot,assisting thehuman driver while creating a safer driving experience.We are working with several hundred partners in the automotive ecosystem including automakers,truck makers,tier-one suppliers,sensor manufacturers

89、,automotive research institutions,HD mapping companies,and startups to develop and deploy AI systems for self-driving vehicles.Our unified AI computingarchitecture starts with training deep neural networks using our Data Center computing solutions,and then running a full perception,fusion,planning,a

90、nd controlstack within the vehicle on the NVIDIA DRIVE Hyperion platform.DRIVE Hyperion consists of the high-performance,energy efficient DRIVE AGX computinghardware running an in-vehicle operating system(DRIVE OS),a reference sensor set that supports full self-driving capability as well as an open,

91、modular DRIVEsoftware platform for autonomous driving,mapping,and parking services,and intelligent in-vehicle experiences.In addition,we offer a scalable data center-based simulation solution based on NVIDIA Omniverse software to develop synthetic data for AI model training,aswell as for testing and

92、 validating a self-driving platform.Our unique end-to-end,software-defined approach is designed for continuous innovation and continuousdevelopment,enabling cars to receive over-the-air updates to add new features and capabilities throughout the life of a vehicle.Business StrategiesNVIDIAs key strat

93、egies that shape our overall business approach include:Advancing the NVIDIA accelerated computing platform.Our accelerated computing platform can solve complex problems in significantly less time and withlower power consumption than alternative computational approaches.Indeed,it can help solve probl

94、ems that were previously deemed unsolvable.We work todeliver continued performance leaps that outpace Moores Law by leveraging innovation across the architecture,chip design,system,interconnect,algorithm,and software layers.This full-stack innovation approach allows us to deliver order-of-magnitude

95、performance advantages relative to legacy approaches in ourtarget markets,which include Data Center,Gaming,Professional Visualization,and Automotive.While the computing requirements of these end markets arediverse,we address them with a unified underlying architecture leveraging our GPUs,CPUs,CUDA a

96、nd networking technologies as the fundamental buildingblocks.The programmable nature of our architecture allows us to make leveraged investments in research and development:we can support several multi-billion-dollar end markets with shared underlying technology by using a variety of software stacks

97、 developed either internally or by third-party developers andpartners.We utilize this platform approach in each of our target markets.Extending our technology and platform leadership in AI.We provide a complete,end-to-end accelerated computing platform for AI,addressing both trainingand inferencing.

98、This includes full-stack data center-scale compute and networking solutions across processing units,interconnects,systems,and software.Ourcompute solutions include all three major processing units in AI servers GPUs,CPUs,and DPUs.GPUs are uniquely suited to AI,and we will continue to addAI-specific

99、features to our GPU architecture to further extend our leadership position.In addition,we offer DGX Cloud,a fully managed AI-training-as-a-service platform,along with NVIDIA AI Enterprisea comprehensive software suite designedto simplify the development and deployment of production-grade,end-to-end

100、generative AI applications.NVIDIA AI Enterprise includes:NVIDIA NIM,whichdelivers a 2.5x increase in token throughput using industry-leading open and proprietary models;NVIDIA NeMo,a complete solution for curating,fine-tuning,evaluating,and safeguarding domain-adapted models;and AI Blueprints,pre-bu

101、ilt,runnable templates that help enterprises build,optimize,and deploy AIagents while preserving privacy.These tools enable organizations to securely develop and run AI applications on NVIDIA-accelerated infrastructure anywhere.Our AI technology leadership is reinforced by our large and expanding ec

102、osystem in a virtuous cycle.Our computing platforms are available from virtually everymajor server maker and CSP,as well as on our own AI supercomputers.There are over 5.9 million developers worldwide using CUDA and our other softwaretools to help deploy our technology in our target markets.We evang

103、elize AI through partnerships with hundreds of universities and thousands of startups throughour Inception program.Additionally,our Deep Learning Institute provides instruction on the latest techniques on how to design,train,and deploy neural networksin applications using our accelerated computing p

104、latform.Extending our technology and platform leadership in computer graphics.We believe that computer graphics infused with AI is fundamental to thecontinued expansion and evolution of computing.We apply our research and development resources to enhance the user experience for consumerentertainment

105、 and professional visualization applications and create new virtual world and simulation capabilities.Our technologies are instrumental in drivingthe gaming,design,and creative industries forward,as developers leverage our libraries and algorithms to deliver an optimized experience on our GeForce an

106、dNVIDIA RTX platforms.Our computer graphics platforms leverage AI end-to-end,from the developer tools and cloud services to the Tensor Cores included in allRTX-class GPUs.For example,NVIDIA Avatar Cloud Engine,or ACE,is7Table of Contentsa suite of technologies that help developers bring digital avat

107、ars to life with generative AI,running in the cloud or locally on the PC.GeForce Experienceenhances each gamers experience by optimizing their PCs settings,as well as enabling the recording and sharing of gameplay.Our Studio drivers enhanceand accelerate a number of popular creative applications.Omn

108、iverse is real-time 3D design collaboration and virtual world simulation software that empowersartists,designers,and creators to connect and collaborate in leading design applications.We also enable interactive graphics applications-such as games,movie and photo editing and design software-to be acc

109、essed by almost any device,almost anywhere,through our cloud platforms such as vGPU for enterpriseand GeForce NOW for gaming.Advancing the leading autonomous vehicle platform.We believe the advent of autonomous vehicles,or AV,and electric vehicles,or EV,is revolutionizingthe transportation industry.

110、The algorithms required for autonomous driving-such as perception,localization,and planning-are too complex for legacy hand-coded approaches and will use multiple neural networks instead.Therefore,we provide an AI-based hardware and software solution,designed and implementedfrom the ground up based

111、on automotive safety standards,for the AV and EV market under the DRIVE brand,which we are bringing to market through ourpartnerships with automotive OEMs,tier-1 suppliers,and start-ups.Our AV solution also includes the GPU-based hardware required to train the neural networksbefore their in-vehicle

112、deployment,as well as to re-simulate their operation prior to any over-the-air software updates.We believe our comprehensive,top-to-bottom and end-to-end approach will enable the transportation industry to solve the complex problems arising from the shift to autonomous driving.Leveraging our intelle

113、ctual property,or IP.We believe our IP is a valuable asset that can be accessed by our customers and partners through license anddevelopment agreements when they desire to build such capabilities directly into their own products or have us do so through a custom development.Suchlicense and developme

114、nt arrangements can further enhance the reach of our technology.Sales and MarketingOur worldwide sales and marketing strategy is key to achieving our objective of providing markets with our high-performance and efficient computing platformsand software.Our sales and marketing teams,located across ou

115、r global markets,work closely with customers and various industry ecosystems through ourpartner network.Our partner network incorporates global,regional and specialized CSPs,OEMs,ODMs,ISVs,global system integrators,add-in boardmanufacturers,or AIBs,distributors,automotive manufacturers and tier-1 au

116、tomotive suppliers,and other ecosystem participants.Members of our sales team have technical expertise and product and industry knowledge.We also employ a team of application engineers and solutionarchitects to provide pre-sales assistance to our partner network in designing,testing,and qualifying s

117、ystem designs that incorporate our platforms.Forexample,our solution architects work with CSPs to provide pre-sales assistance to enable our customers to optimize their hardware and software infrastructurefor generative AI and LLM training and deployment.They also work with foundation model and ente

118、rprise software developers to enable our customers tooptimize the training and fine-tuning of their models and services,and with enterprise end-users,often in collaboration with their global system integrator ofchoice,to fine-tune models and build AI applications.We believe that the depth and qualit

119、y of our design support are key to improving our partner networkstime-to-market,maintaining a high level of customer satisfaction,and fostering relationships that encourage our customers and partner network to use the nextgeneration of our products within each platform.To encourage the development o

120、f applications optimized for our platforms and software,we seek to establish and maintain strong relationships in the softwaredevelopment community.Engineering and marketing personnel engage with key software developers to promote and discuss our platforms,as well as toascertain individual product r

121、equirements and solve technical problems.Our developer program supports the development of AI frameworks,SDKs,and APIs forsoftware applications and game titles that are optimized for our platforms.Our Deep Learning Institute provides in-person and online training for developers inindustries and orga

122、nizations around the world to build AI and accelerated computing applications that leverage our platforms.SeasonalityOur computing platforms serve a diverse set of markets such as data centers,gaming,professional visualization,and automotive.Our desktop gaming productstypically see stronger revenue

123、in the second half of our fiscal year.Historical seasonality trends may not repeat.ManufacturingWe utilize a fabless and contracting manufacturing strategy,whereby we employ and partner with key suppliers for all phases of the manufacturing process,including wafer fabrication,assembly,testing,and pa

124、ckaging.We use the expertise of industry-leading suppliers that are certified by the InternationalOrganization for Standardization in such areas as fabrication,assembly,quality control and assurance,reliability,and testing.Additionally,we can avoid many ofthe significant costs and risks associated w

125、ith owning and operating manufacturing operations.While we may directly procure certain raw materials used in theproduction of our products,such as memory,substrates,and a variety of components,our suppliers are responsible for procurement of most raw materials usedin the production of our products.

126、As a result,we can focus our resources on product design,quality assurance,marketing,and customer support.In periods8Table of Contentsof growth,we may place non-cancellable inventory orders for certain product components in advance of our historical lead times,pay premiums,or providedeposits to secu

127、re future supply and capacity and may need to continue to do so.We have expanded our supplier relationships to build redundancy and resilience in our operations to provide long-term manufacturing capacity aligned withgrowing customer demand.Our supply chain is mainly concentrated in the Asia-Pacific

128、 region.We utilize foundries,such as Taiwan SemiconductorManufacturing Company Limited,or TSMC,and Samsung Electronics Co.,Ltd.,or Samsung,to produce our semiconductor wafers.We purchase memory fromSK Hynix Inc.,Micron Technology,Inc.,and Samsung.We utilize CoWoS technology for semiconductor packagi

129、ng.We engage with independent subcontractorsand contract manufacturers such as Hon Hai Precision Industry Co.,Ltd.,Wistron Corporation,and Fabrinet to perform assembly,testing and packaging of ourfinal products.CompetitionThe market for our products is intensely competitive and is characterized by r

130、apid technological change and evolving industry standards.We believe that theprincipal competitive factors in this market are performance,breadth of product offerings,access to customers and partners and distribution channels,softwaresupport,conformity to industry standard APIs,manufacturing capabil

131、ities,processor pricing,and total system costs.We believe that our ability to remaincompetitive will depend on how well we are able to anticipate the features and functions that customers and partners will demand and whether we are able todeliver consistent volumes of our products at acceptable leve

132、ls of quality and at competitive prices.We expect competition to increase from both existingcompetitors and new market entrants with products that may be lower priced than ours or may provide better performance or additional features not provided byour products.In addition,it is possible that new co

133、mpetitors or alliances among competitors could emerge and acquire significant market share.A significant source of competition comes from companies that provide or intend to provide GPUs,CPUs,DPUs,embedded SoCs,and other accelerated,AIcomputing processor products,and providers of semiconductor-based

134、 high-performance interconnect products based on InfiniBand,Ethernet,Fibre Channel,and proprietary technologies.Some of our competitors may have greater marketing,financial,distribution and manufacturing resources than we do and may bemore able to adapt to customers or technological changes.We expec

135、t an increasingly competitive environment in the future.Our current competitors include:suppliers and licensors of hardware and software for discrete and integrated GPUs,custom chips and other accelerated computing solutions,includingsolutions offered for AI,such as Advanced Micro Devices,Inc.,or AM

136、D,Huawei Technologies Co.Ltd.,or Huawei,and Intel Corporation,or Intel;large cloud services companies with internal teams designing hardware and software that incorporate accelerated or AI computing functionality as partof their internal solutions or platforms,such as Alibaba Group,Alphabet Inc.,Ama

137、zon,Inc.,or Amazon,Baidu,Inc.,Huawei,and Microsoft Corporation,or Microsoft;suppliers of Arm-based CPUs and companies that incorporate hardware and software for CPUs as part of their internal solutions or platforms,such asAmazon,Huawei,and Microsoft;suppliers of hardware and software for SoC product

138、s that are used in servers or embedded into automobiles,autonomous machines,and gamingdevices,such as Ambarella,Inc.,AMD,Broadcom,Inc.,or Broadcom,Intel,Qualcomm Incorporated,Renesas Electronics Corporation,and Samsung,or companies with internal teams designing SoC products for their own products an

139、d services,such as Tesla,Inc.;andnetworking products consisting of switches,network adapters(including DPUs),and cable solutions(including optical modules)include such as AMD,Arista Networks,Broadcom,Cisco Systems,Inc.,Hewlett Packard Enterprise Company,Huawei,Intel,Lumentum Holdings Inc.,and Marvel

140、lTechnology,Inc.as well as internal teams of system vendors and large cloud services companies.Patents and Proprietary RightsWe rely primarily on a combination of patents,trademarks,trade secrets,employee and third-party nondisclosure agreements,and licensing arrangements toprotect our IP in the Uni

141、ted States and internationally.Our currently issued patents have expiration dates from February 2025 to June 2045.We have numerouspatents issued,allowed,and pending in the United States and in foreign jurisdictions.Our patents and pending patent applications primarily relate to ourproducts and the t

142、echnology used in connection with our products.We also rely on international treaties,organizations,and foreign laws to protect our IP.Thelaws of certain foreign countries in which our products are or may be manufactured or sold,including various countries in Asia,may not protect our products orIP r

143、ights to the same extent as the laws of the United States.This decreased protection makes the possibility of piracy of our technology and products morelikely.We continuously assess whether and where to seek formal protection for innovations and technologies based on such factors as:the location in w

144、hich our products are manufactured;9Table of Contentsour strategic technology or product directions in different countries;the degree to which IP laws exist and are meaningfully enforced in different jurisdictions;andthe commercial significance of our operations and our competitors operations in par

145、ticular countries and regions.We have licensed technology from third parties and expect to continue entering such license agreements.Government RegulationsOur worldwide business activities are subject to various laws,rules,and regulations of the United States as well as of foreign governments.Over t

146、he past three years,we have been subject to a series of shifting and expanding export control restrictions,impacting our ability to serve customers outsidethe United States.In August 2022,the U.S.government,or the USG,announced licensing requirements that,with certain exceptions,impact exports to Ch

147、ina(including HongKong and Macau)and Russia of our A100 and H100 integrated circuits,DGX or any other systems or boards which incorporate A100 or H100 integrated circuits.In July 2023,the USG informed us of an additional licensing requirement for a subset of A100 and H100 products destined to certai

148、n customers and otherregions,including some countries in the Middle East.In October 2023,the USG announced new and updated licensing requirements that became effective in our fourth quarter of fiscal year 2024 for exports toChina and Country Groups D1,D4,and D5(including but not limited to Saudi Ara

149、bia,the United Arab Emirates,and Vietnam,but excluding Israel)of ourproducts exceeding certain performance thresholds,including,but not limited to,the A100,A800,H100,H800,L4,L40,L40S and RTX 4090.The licensingrequirements also apply to the export of products exceeding certain performance thresholds

150、to a party headquartered in,or with an ultimate parentheadquartered in,Country Group D5,including China.On October 23,2023,the USG informed us that the licensing requirements were effective immediately forshipments of our A100,A800,H100,H800,and L40S products(removing the grace period granted by the

151、 official rule).Blackwell systems,such as GB200 NVL72 and NVL 36 as well as B200 are also subject to these requirements and therefore require a license for any shipment to certain entities and to China andCountry Groups D1,D4 and D5,excluding Israel.To date,we have not received licenses to ship thes

152、e restricted products to China.Additionally,we understandthat partners and customers have also not received a license to ship these restricted products.On January 15,2025,the USG published the“AI Diffusion”IFR in the Federal Register.After a 120-day delayed compliance period,the IFR will,unless modi

153、fied,impose a worldwide licensing requirement on all products classified under Export Control Classification Numbers,or ECCNs,3A090.a,4A090.a,orcorresponding.z ECCNs,including all related software and technology.Any system that incorporates one or more of the covered integrated circuits,or ICs,(incl

154、uding but not limited to NVIDIA DGX,HGX,and MGX systems)will be covered by the new licensing requirement.The licensing requirement will includefuture NVIDIA ICs,boards,or systems classified with ECCN 3A090.a or 4A090.a,or corresponding.z ECCNs,achieving certain total processing performanceand/or per

155、formance density.Unless a license exception is available,the worldwide licensing requirements will apply to the following NVIDIA products,and any others we develop that meetthe characteristics of 3A090.a or 4A090.a,including but not limited to:A100,A800,H100,H200,H800,B100,B200,GB200,L4,L40S,and RTX

156、 6000 Ada.Our competitive position has been harmed by the existing export controls,and our competitive position and future results may be further harmed,over the longterm,if there are further changes in the USGs export controls.Given the increasing strategic importance of AI and rising geopolitical

157、tensions,the USG haschanged and may again change the export control rules at any time and further subject a wider range of our products to export restrictions and licensingrequirements,negatively impacting our business and financial results.In the event of such change,we may be unable to sell our in

158、ventory of such products andmay be unable to develop replacement products not subject to the licensing requirements,effectively excluding us from all or part of the China market,as well asother impacted markets,including the Middle East and countries designated“Tier 2”by the AI Diffusion IFR.In addi

159、tion to export controls,the USG may imposerestrictions on the import and sale of products that incorporate technologies developed or manufactured in whole or in part in China.For example,the USG isconsidering restrictions on the import and sale of certain automotive products in the United States,whi

160、ch if adopted and interpreted broadly,could impact ourability to develop and supply solutions for our automotive customers.While we work to enhance the resiliency and redundancy of our supply chain,which is currently concentrated in the Asia-Pacific region,new and existing exportcontrols or changes

161、to existing export controls could limit alternative manufacturing locations and negatively impact our business.Refer to“Item 1A.Risk Factors Risks Related to Regulatory,Legal,Our Stock and Other Matters”for a discussion of this potential impact.10Table of ContentsCompliance with laws,rules,and regul

162、ations has not otherwise had a material effect upon our capital expenditures,results of operations,or competitive positionand we do not currently anticipate material capital expenditures for environmental control facilities.Compliance with existing or future governmental regulations,including,but no

163、t limited to,those pertaining to IP ownership and infringement,taxes,import and export requirements and tariffs,anti-corruption,businessacquisitions,foreign exchange controls and cash repatriation restrictions,data privacy requirements,competition and antitrust,advertising,employment,productregulati

164、ons,cybersecurity,environmental,health and safety requirements,the responsible use of AI,climate change,cryptocurrency,and consumer laws,couldfurther increase our costs,impact our competitive position,and otherwise may have a material adverse impact on our business,financial condition and results of

165、operations in subsequent periods.Refer to“Item 1A.Risk Factors”for a discussion of these potential impacts.Sustainability and GovernanceNVIDIA invents computing technologies that improve lives and address global challenges.Our goal is to integrate sound environmental,social,and corporategovernance p

166、rinciples and practices into every aspect of the Company.The Nominating and Corporate Governance Committee of our Board of Directors isresponsible for reviewing and discussing with management our practices related to sustainability and corporate governance.We assess our programs annuallyin considera

167、tion of stakeholder expectations,market trends,and business risks and opportunities.These issues are important for our continued businesssuccess and reflect the topics of highest concern to NVIDIA and our stakeholders.The following section and the Human Capital Management Section below provide an ov

168、erview of our principles and practices.More information can be found onour website and in our annual Sustainability Report.Information contained on our website or in our annual Sustainability Report is not incorporated by referenceinto this or any other report we file with the Securities and Exchang

169、e Commission,or the SEC.Refer to“Item 1A.Risk Factors”for a discussion of risks anduncertainties we face related to sustainability.Climate ChangeIn the area of environmental sustainability,we work to address our climate impacts across our product lifecycle and assess related risks,including current

170、andemerging regulations and market impacts.In May 2024,we published metrics related to our environmental impact for fiscal year 2024.Fiscal year 2025 metrics are expected to be published in the firsthalf of fiscal year 2026.There has been no material impact to our capital expenditures,results of ope

171、rations or competitive position associated with globalenvironmental sustainability regulations,compliance,or costs from sourcing renewable energy.We committed to purchase or generate enough renewableenergy to match 100%of our global electricity usage for offices and data centers under our operationa

172、l control starting with our fiscal year 2025.In fiscal year2024,we made progress towards this goal and increased the percentage of our electricity use matched by renewable energy to 76%.By the end of fiscal year2026,we also aim to engage manufacturing suppliers comprising at least 67%of NVIDIAs scop

173、e 3 category 1 GHG emissions with the goal of effecting supplieradoption of science-based targets.Whether it is creation of technology to power next-generation laptops or designs to support high-performance supercomputers,improving energy efficiency isimportant in our research,development,and design

174、 processes.GPU-accelerated computing is inherently more energy efficient than traditional computing formany workloads because it is optimized for throughput,performance per watt,and certain AI workloads.We continue to have a strong presence on theGreen500 list of the most energy-efficient systemswe

175、powered 8 of the top 10 most energy efficient systems,including the top supercomputer,on theNovember 2024 Green500 list.We launched our Earth-2 initiative to create a digital twin of the Earth on NVIDIA AI and NVIDIA Omniverse platforms.Earth-2 will enable scientists,companies,and policy makers to d

176、o ultra-high-resolution predictions of the impact of climate change and explore mitigation and adaptation strategies.Human Capital ManagementWe believe that our employees are our greatest assets,and they play a key role in creating long-term value for our stakeholders.As of the end of fiscal year202

177、5,we had approximately 36,000 employees in 38 countries;27,100 were engaged in research and development and 8,900 were engaged in sales,marketing,operations,and administrative positions.The Compensation Committee of our Board of Directors assists in the oversight of policies and strategiesrelating t

178、o human capital management.To execute our business strategy successfully,we must recruit,develop,and retain the very best talent globally,including exceptional executives,scientists,engineers,and technical and non-technical staff.RecruitmentAs the demand for global technical talent continues to be h

179、igh,we have grown our technical workforce and have been successful in attracting top talent toNVIDIA.We have attracted talent worldwide through our strong employer brand and differentiated hiring strategies for college,professional,and leadershiptalent.Our workforce is 82%technical and 51%11Table of

180、 Contentshold advanced degrees.Additionally,we have increased our focus on diversity recruiting and we welcome employees of all backgrounds.Our own employeesalso help to surface top talent,with over 41%of our new hires in fiscal year 2025 coming from employee referrals.Development and RetentionTo su

181、pport employee development,we provide opportunities to learn on-the-job through training courses,targeted development programs,mentoring and peercoaching and ongoing feedback.We constantly upgrade our learning offerings to ensure that our employees are exposed to the most current content andtechnolo

182、gies available.We offer tuition reimbursement programs to subsidize educational programs and advanced certifications and encourage internal jobmobility.We have also implemented specifically designed mentoring and development programs for women and employees from traditionally underrepresentedgroups

183、to ensure widespread readiness for future advancement.To evaluate employee sentiment and engagement,we use pulse surveys,a suggestion box,and an anonymous third-party platform.We want NVIDIA to be aplace where people can grow their careers over their lifetime and our employees tend to come and stay.

184、In fiscal year 2025,our overall turnover rate was 2.5%.Compensation,Benefits,and Well-BeingOur compensation program rewards performance and is structured to encourage employees to invest in the Companys future.Employees receive equity,exceptwhere unavailable due to local regulations,that is tied to

185、the value of our stock price and vests over time to retain employees while simultaneously aligning theirinterests with those of our shareholders.We offer comprehensive benefits to support our employees and their families physical health,well-being,and financial health.Programs include 401(k)programs

186、 in the U.S.,statutory and supplemental pension programs outside the U.S.,our employee stock purchase program,flexible work hours,and time offpolicies.We evaluate our benefit offerings globally and aim to provide comparable support across the regions where we operate.We offer tailored benefitsbased

187、on the needs of our employees including continuing support for parents;both new birth parents and those who wish to become parents.Our support isenhanced during times of crisis,such as war or economic volatility,to take care of our existing team of world-class talent and their families.Diversity,Inc

188、lusion and Belonging at NVIDIAWe believe that diverse teams fuel innovation,and we are committed to creating an inclusive culture that supports all our employees.When recruiting new talent or developing our current employees,we strive to build a diverse talent pipeline that includes those underrepre

189、sented in thetechnology field,including women,Black/African American,and Hispanic/Latino candidates.To this end,we:Hire,promote and compensate our employees based on merit;Partner with institutions and professional organizations serving historically underrepresented communities;Enlist dedicated recr

190、uiting teams to shepherd underrepresented candidates through the interview process and identify internal opportunities;Support the development and growth of women employees through programs aimed at building a pipeline of future leaders;Provide peer support and executive sponsors for our internal co

191、mmunity resource groups;Provide training and education to managers and peers on fostering supportive environments that allow all our employees to do their best work;Track equity and parity in retention,promotions,pay,and employee engagement scores;andMeasure year over year progress and provide leade

192、rship visibility on talent and diversity efforts.As of the end of fiscal year 2025,our global workforce was 78%male,21%female,and 1%not declared,with 6%of our workforce in the United Statescomposed of Black or African American and Hispanic or Latino employees.Flexible Working EnvironmentWe support a

193、 flexible work environment allowing us to recruit the very best employees,regardless of where they live.This flexibility supports diverse hiring,retention of talent,including working parents and other caregivers and employee engagement,which we believe makes NVIDIA a great place to work.We alsoprovi

194、de company-wide 2-days off per quarter for employees to rest and recharge.12Table of ContentsInformation About Our Executive OfficersThe following sets forth certain information regarding our executive officers,their ages,and positions as of February 21,2025:NameAgePositionJen-Hsun Huang62President

195、and Chief Executive OfficerColette M.Kress57Executive Vice President and Chief Financial OfficerAjay K.Puri70Executive Vice President,Worldwide Field OperationsDebora Shoquist70Executive Vice President,OperationsTimothy S.Teter58Executive Vice President and General CounselJen-Hsun Huang co-founded N

196、VIDIA in 1993 and has served as our President,Chief Executive Officer,and a member of the Board of Directors since ourinception.From 1985 to 1993,Mr.Huang was employed at LSI Logic Corporation,a computer chip manufacturer,where he held a variety of positions includingas Director of Coreware,the busi

197、ness unit responsible for LSIs SOC.From 1983 to 1985,Mr.Huang was a microprocessor designer for AMD,a semiconductorcompany.Mr.Huang holds a B.S.E.E.degree from Oregon State University and an M.S.E.E.degree from Stanford University.Colette M.Kress joined NVIDIA in 2013 as Executive Vice President and

198、 Chief Financial Officer.Prior to NVIDIA,Ms.Kress most recently served as SeniorVice President and Chief Financial Officer of the Business Technology and Operations Finance organization at Cisco Systems,Inc.,a networking equipmentcompany,since 2010.At Cisco,Ms.Kress was responsible for financial str

199、ategy,planning,reporting and business development for all business segments,engineering and operations.From 1997 to 2010 Ms.Kress held a variety of positions at Microsoft,a software company,including,beginning in 2006,ChiefFinancial Officer of the Server and Tools division,where Ms.Kress was respons

200、ible for financial strategy,planning,reporting and business development for thedivision.Prior to joining Microsoft,Ms.Kress spent eight years at Texas Instruments Incorporated,a semiconductor company,where she held a variety of financepositions.Ms.Kress holds a B.S.degree in Finance from University

201、of Arizona and an M.B.A.degree from Southern Methodist University.Ajay K.Puri joined NVIDIA in 2005 as Senior Vice President,Worldwide Sales and became Executive Vice President,Worldwide Field Operations in 2009.Priorto NVIDIA,he held positions in sales,marketing,and general management over a 22-yea

202、r career at Sun Microsystems,Inc.,a computing systems company.Mr.Puri previously held marketing,management consulting,and product development positions at Hewlett-Packard,an information technology company,Booz AllenHamilton Inc.,a management and technology consulting company,and Texas Instruments In

203、corporated.Mr.Puri holds a B.S.E.E.degree from the University ofMinnesota,an M.S.E.E.degree from the California Institute of Technology and an M.B.A.degree from Harvard Business School.Debora Shoquist joined NVIDIA in 2007 as Senior Vice President of Operations and in 2009 became Executive Vice Pres

204、ident of Operations.Prior to NVIDIA,Ms.Shoquist served from 2004 to 2007 as Executive Vice President of Operations at JDS Uniphase Corp.,a provider of communications test and measurementsolutions and optical products for the telecommunications industry.She served from 2002 to 2004 as Senior Vice Pre

205、sident and General Manager of the Electro-Optics business at Coherent,Inc.,a manufacturer of commercial and scientific laser equipment.Previously,she worked at Quantum Corp.,a data protectioncompany,as President of the Personal Computer Hard Disk Drive Division,and at Hewlett-Packard.Ms.Shoquist hol

206、ds a B.S.degree in Electrical Engineeringfrom Kansas State University and a B.S.degree in Biology from Santa Clara University.Timothy S.Teter joined NVIDIA in 2017 as Senior Vice President,General Counsel and Secretary and became Executive Vice President,General Counsel andSecretary in February 2018

207、.Prior to NVIDIA,Mr.Teter spent more than two decades at the law firm of Cooley LLP,where he focused on litigating patent andtechnology related matters.Prior to attending law school,he worked as an engineer at Lockheed Missiles and Space Company,an aerospace company.Mr.Teter holds a B.S.degree in Me

208、chanical Engineering from the University of California at Davis and a J.D.degree from Stanford Law School.Available InformationOur annual reports on Form 10-K,quarterly reports on Form 10-Q,current reports on Form 8-K and,if applicable,amendments to those reports filed or furnishedpursuant to Sectio

209、n 13(a)or 15(d)of the Securities Exchange Act of 1934,as amended,or the Exchange Act,are available free of charge on or through ourwebsite,http:/,as soon as reasonably practicable after we electronically file such material with,or furnish it to,the Securities and ExchangeCommission,or the SEC.The SE

210、Cs website,http:/www.sec.gov,contains reports,proxy and information statements,and other information regarding issuersthat file electronically with the SEC.Our web site and the information on it or connected to it are not a part of this Annual Report on Form 10-K.Item 1A.Risk FactorsThe following ri

211、sk factors should be considered in addition to the other information in this Annual Report on Form 10-K.The following risks could harm ourbusiness,financial condition,results of operations or reputation,which could cause our stock13Table of Contentsprice to decline.Additional risks,trends and uncert

212、ainties not presently known to us or that we currently believe are immaterial may also harm our business,financial condition,results of operations or reputation.Risk Factors SummaryRisks Related to Our Industry and MarketsFailure to meet the evolving needs of our industry and markets may adversely i

213、mpact our financial results.Competition could adversely impact our market share and financial results.Risks Related to Demand,Supply,and ManufacturingLong manufacturing lead times and uncertain supply and component availability,combined with a failure to estimate customer demand accurately hasled an

214、d could lead to mismatches between supply and demand.Dependency on third-party suppliers and their technology to manufacture,assemble,test,or package our products reduces our control over productquantity and quality,manufacturing yields,and product delivery schedules and could harm our business.Defe

215、cts in our products have caused and could cause us to incur significant expenses to remediate and could damage our business.Risks Related to Our Global Operating BusinessAdverse economic conditions may harm our business.International sales and operations are a significant part of our business,which

216、exposes us to risks that could harm our business.Product,system security and data breaches and cyber-attacks could disrupt our operations and adversely affect our financial condition,stock price andreputation.Business disruptions could harm our operations and financial results.Climate change may hav

217、e a long-term impact on our business.We may not be able to realize the potential benefits of business investments or acquisitions,nor successfully integrate acquisition targets.A significant amount of our revenue stems from a limited number of partners and distributors and we have a concentration of

218、 sales to customers,andour revenue could be adversely affected if we lose or are prevented from selling to any of these end customers.We may be unable to attract,retain,and motivate our executives and key employees.Modification or interruption of our business processes and information systems may di

219、srupt our business and internal controls.Our operating results have in the past fluctuated and may in the future fluctuate,and if our operating results are below the expectations of securitiesanalysts or investors,our stock price could decline.Risks Related to Regulatory,Legal,Our Stock,and Other Ma

220、ttersWe are subject to complex laws,rules,regulations,and political and other actions,including restrictions on the export of our products,which mayadversely impact our business.Increased scrutiny regarding our corporate sustainability practices could result in financial,reputational,or operational

221、harm and liability.Issues relating to the responsible use of our technologies,including AI,may result in reputational or financial harm and liability.Adequately protecting our IP rights could be costly,and our ability to compete could be harmed if we are unsuccessful or if we are prohibited frommaki

222、ng or selling our products.We are subject to stringent and changing data privacy and security laws,rules,regulations,and other obligations.These areas could damage ourreputation,deter customers,affect product design,or result in legal or regulatory proceedings and liability.14Table of ContentsOur op

223、erating results may be adversely impacted by additional tax liabilities,higher than expected tax rates,changes in tax laws,and other tax-relatedfactors.Our business is exposed to the burden and risks associated with litigation,investigations,and regulatory proceedings.Delaware law,provisions in our

224、governing documents and our agreement with Microsoft could delay or prevent a change in control.Risk FactorsRisks Related to Our Industry and MarketsFailure to meet the evolving needs of our industry and markets may adversely impact our financial results.Our accelerated computing platforms experienc

225、e rapid changes in technology,customer requirements,competitive products,and industry standards.Our success depends on our ability to:timely identify industry changes,adapt our strategies,and develop new or enhance and maintain existing products and technologies that meet theevolving needs of our ma

226、rkets,including addressing unexpected shifts in industry standards or disruptive technological innovations that could renderour products incompatible with those developed by other companies;develop or acquire new products and technologies through investments in research and development;launch new of

227、ferings with new business models including software,services,and cloud solutions,as well as software-,infrastructure-,or platform-as-a-service solutions;expand the ecosystem for our products and technologies;meet evolving and prevailing customer and industry safety,security,reliability expectations,

228、and compliance standards;manage product and software lifecycles to maintain customer and end-user satisfaction;develop,acquire,maintain,and secure access to the internal and external infrastructure needed to scale our business,including sufficient energy forpowering data centers using our products,a

229、cquisition integrations,customer support,e-commerce,IP licensing capabilities,and cloud service capacity;andcomplete technical,financial,operational,compliance,sales and marketing investments for the above activities.We have invested in research and development in markets where we have a limited ope

230、rating history,which may not produce meaningful revenue for severalyears,if at all.If we fail to develop or monetize new products and technologies,or if they do not become widely adopted,our financial results could be adverselyaffected.Obtaining design wins may involve a lengthy process and depends

231、on our ability to anticipate and provide features and functionality that customers willdemand.They also do not guarantee revenue.Failure to obtain a design win may prevent us from obtaining future design wins in subsequent generations.Wecannot ensure that our products and technologies will provide v

232、alue to our customers and partners.If we fail any of these key success criteria,our financialresults may be harmed.We offer enterprise customers NVIDIA DGX Cloud services,which include cloud-based infrastructure,software and services for training and deploying AImodels.We have partnered with CSPs to

233、 host such software and services in their data centers,and we entered and may continue to enter into multi-year cloudservice agreements to support these offerings and our research and development activities.The timing and availability of these cloud services have changedand may continue to shift,imp

234、acting our revenue,expenses,and development timelines.NVIDIA DGX Cloud services may not be successful and will take time,resources,and investment.We also offer or plan to offer standalone software solutions,including NVIDIA AI Enterprise,NVIDIA Omniverse,NVIDIA DRIVE,andother software products.These

235、 new business models or strategies may not be successful,and we may fail to sell any meaningful standalone software orservices.We may incur significant costs and may not achieve any significant revenue from these offerings.Competition could adversely impact our market share and financial results.Our

236、 target markets remain competitive,and competition may intensify with expanding and changing product and service offerings,industry standards,customerand market needs,new entrants and consolidations.Our competitors products,services and technologies,including those mentioned above in this AnnualRepo

237、rt on Form 10-K,may be cheaper or provide better functionality or features than ours,which has resulted and may in the future result in lower-than-expected selling prices or demand for our products.Some of our competitors operate their own fabrication facilities,and have longer operating histories,l

238、argercustomer bases,more comprehensive IP portfolios and patent protections,more design15Table of Contentswins,and greater financial,sales,marketing and distribution resources than we do.These competitors may be able to acquire market share and/or prevent usfrom doing so,more effectively identify an

239、d capitalize upon opportunities in new markets and end-user trends,more quickly transition their products,and impingeon our ability to procure sufficient foundry capacity and scarce input materials during a supply-constrained environment,which could harm our business.Some ofour customers have in-hou

240、se expertise and internal development capabilities similar to some of ours and can use or develop their own solutions to replace thosewe are providing.For example,others may offer cloud-based services that compete with our AI cloud service offerings,and we may not be able to establishmarket share su

241、fficient to achieve the scale necessary to meet our business objectives.If we are unable to successfully compete in this environment,demandfor our products,services and technologies could decrease and we may not establish meaningful revenue.Risks Related to Demand,Supply,and ManufacturingLong manufa

242、cturing lead times and uncertain supply and component availability,combined with a failure to estimate customer demand accurately,has led and could lead to mismatches between supply and demand.We have long manufacturing lead times and build finished products and maintain inventory in advance of anti

243、cipated demand.In periods of shortages impactingthe semiconductor industry and/or limited supply or capacity in our supply chain,the lead times for certain supply may be extended.We have previouslyexperienced and may continue to experience extended lead times of more than 12 months.To secure future

244、supply and capacity,we have paid premiums,provided deposits,and entered into long-term supply agreements and capacity commitments,which have increased our product costs and this may continue.We may still be unable to secure sufficient commitments for capacity to address our business needs.If we inac

245、curately estimate demand,or our customers change orders,as we have experienced in the past,we may not be able to reduce our supplycommitments in time,at the same rate,or at all.Significant mismatches between supply and demand have varied across our market platforms,resulted in bothproduct shortages

246、and excess inventory,significantly harmed our financial results and could reoccur.If we underestimate demand,and our foundry partners andcontract manufacturers are unable to increase production or provide sufficient supply,we may not be able to meet increased customer demand in a timelymanner,or at

247、all.Our reputation and customer relationships could be damaged and we could lose revenue and market share.Additionally,since some of ourproducts are part of a complex data center buildout,supply constraints or availability issues with respect to any one component have had and may have abroader reven

248、ue impact.For example,our ability to sell certain products has been and could be impeded if components necessary for the finished products arenot available from third parties.If we overestimate demand,or if customers cancel or defer orders or choose to purchase from our competitors,we may not be abl

249、e to utilize on-hand inventoryor reduce purchase commitments accordingly.We have had to reduce average selling prices,including due to our channel pricing programs,increase prices forcertain of our products as a result of our suppliers increase in prices,write down our inventory,incur cancellation p

250、enalties,and record impairments,and mayhave to do so in the future.These impacts would be amplified by our non-cancellable and non-returnable purchase orders placed in advance of our historicallead times and could be exacerbated if we need to make changes to the design of future products.The risk of

251、 these impacts has increased and may continue toincrease as our purchase obligations and prepaids have grown and are expected to continue to grow and become a greater portion of our total supply.All ofthese factors may negatively impact our gross margins and financial results.Factors that have cause

252、d and/or could in the future cause us to underestimate or overestimate demand,and impact the timing and volume of our revenue,include:changes in product development cycles and time to market;competing technologies and competitor product releases,announcements or other actions;changes in business and

253、 economic conditions;sudden or sustained government lockdowns or public health issues;rapidly changing technology or customer requirements;the availability of sufficient data center capacity or energy for customers to procure;new product introductions and transitions resulting in less demand for exi

254、sting products;new or unexpected end-use cases;increase in demand for competitive products;changes in end-user demand;16Table of Contentspurchasing decisions made,and inventory levels held by,distributors,ODMs,OEMs,system integrators,other channel partners and other third parties;the ability of deve

255、lopers,end customers and other third parties to build,enhance,and maintain accelerated computing applications that leverage ourplatforms;the availability of third-party content on our platforms,such as GeForce NOW;the demand for accelerated computing,AI-related cloud services,or large language model

256、s;changes that impact the ecosystem for the architectures underlying our products and technologies;government actions or changes in governmental policies,such as export controls,increased restrictions on gaming usage,or tariffs;andour customers ability to invest in AI infrastructure.Challenges in es

257、timating demand could become more pronounced or volatile in the future on both a global and regional basis.Extended lead times may occur ifwe experience other supply constraints caused by natural disasters,pandemics or other events.In addition,geopolitical tensions,such as those involving Taiwanand

258、China,which comprise a significant portion of our revenue and where we have suppliers,contract manufacturers,and assembly partners who are critical toour supply continuity,could have a material adverse impact on us.We continue to increase our supply and capacity purchases with existing and new suppl

259、iers to support our demand projections and increasing complexity of ourdata center products.With these additions,we have also entered and may continue to enter into prepaid manufacturing and capacity agreements to supply bothcurrent and future products.The increased purchase volumes and integration

260、of new suppliers and contract manufacturers into our supply chain creates morecomplexity in managing multiple suppliers with variations in production planning,execution and logistics.Our expanding product portfolio and varying componentcompatibility and quality may lead to increased inventory levels

261、.We have incurred and may in the future incur inventory provisions or impairments if ourinventory or supply or capacity commitments exceed demand for our products or demand declines.Product transitions are complex and we often ship both new and prior architecture products simultaneously as our chann

262、el partners prepare to ship and supportnew products.We are generally in various stages of transitioning the architectures of our Data Center,Gaming,Professional Visualization,and Automotiveproducts.The computing industry is experiencing a broader and faster launch cadence of accelerated computing pl

263、atforms to meet a growing and diverse set ofAI opportunities.We have introduced a new product and architecture cadence of our Data Center solutions where we seek to complete new computing solutionseach year and provide a greater variety of Data Center offerings.The increased frequency of these trans

264、itions and the larger number of products and productconfigurations may magnify the challenges associated with managing our supply and demand which may further create volatility in our revenue.Qualificationtime for new products,customers anticipating product transitions,and channel partners reducing

265、channel inventory of prior architectures ahead of new productintroductions can reduce,or create volatility in,our revenue.We have experienced and may in the future experience reduced demand for current generationarchitectures when customers anticipate transitions,and we may be unable to sell multipl

266、e product architectures at the same time for current and futurearchitecture transitions.Our financial results have been and may in the future be negatively impacted if we are unable to execute our architectural transitions asplanned for any reason.The increased frequency and complexity of newly intr

267、oduced products could result in unanticipated quality or production issues thatcould increase the magnitude of inventory provisions,warranty,or other costs or result in product delays.For example,our gross margins in the second quarterof fiscal year 2025 were negatively impacted by inventory provisi

268、ons for low-yielding Blackwell material.We incur significant engineering development resources for new products,and changes to our product roadmap may impact our ability to develop other productsor adequately manage our supply chain cost.Customers may delay purchasing existing products as we increas

269、e the frequency of new products or may not beable to adopt our new products as fast as forecasted,both impacting the timing of our revenue and supply chain cost.While we have managed prior producttransitions and have sold multiple product architectures at the same time,these transitions are difficul

270、t,may impair our ability to predict demand and impact oursupply mix,and may cause us to incur additional costs.Demand estimates for our products,applications,and services can be incorrect,which may create volatility in our revenue or supply levels.We may not be ableto generate significant revenue fr

271、om them.Because our products may be used in multiple use cases and applications,it is difficult to estimate with anyreasonable degree of precision the impact of generative AI models on our reported revenue or forecasted demand.The use of our GPUs for new,mercurial,or trendy applications,has impacted

272、 and can impact in the future demand for our products,including by leading toinconsistent spikes and drops in demand.For example,several years ago,our Gaming GPUs began to be used for mining digital currencies,such as Ethereum.It is difficult for us to estimate with any reasonable degree of precisio

273、n the past or current impact of cryptocurrency mining,or forecast the future impact of17Table of Contentscryptocurrency mining,on demand for our products.Volatility in the cryptocurrency market,including new compute technologies,price changes incryptocurrencies,government cryptocurrency policies and

274、 regulations,new cryptocurrency standards and changes in the method of verifying blockchaintransactions,has impacted and can in the future impact cryptocurrency mining and demand for our products and can further impact our ability to estimatedemand for our products.Changes to cryptocurrency standard

275、s and processes including,but not limited to,the Ethereum 2.0 merge in 2022,have reduced andmay in the future decrease the usage of GPUs for Ethereum mining.This has created and may in the future create increased aftermarket sales of our GPUs,which could negatively impact retail prices for our GPUs

276、and reduce demand for our new GPUs.In general,our new products or previously sold products maybe resold online or on the unauthorized“gray market,”which also makes demand forecasting difficult.Gray market products and reseller marketplaces competewith our new products and distribution channels.Our i

277、nability to accurately predict our demand that arises from new use cases may create volatility in ourrevenue.Dependency on third-party suppliers and their technology to manufacture,assemble,test,or package our products reduces our control over productquantity and quality,manufacturing yields,and pro

278、duct delivery schedules and could harm our business.We depend on foundries to manufacture our semiconductor wafers using their fabrication equipment and techniques.We do not assemble,test,or package ourproducts,but instead contract with independent subcontractors.These subcontractors assist with pro

279、curing components used in our systems,boards,andproducts.We face risks which have adversely affected or could adversely affect our ability to meet customer demand and scale our supply chain,negativelyimpact longer-term demand for our products and services,and adversely affect our business operations

280、,gross margin,revenue and/or financial results,including:lack of guaranteed supply of wafer,component and capacity;decommitment by our suppliers;potential higher wafer and component prices resulting from incorrectly estimating demand and failing to place orders with our suppliers with sufficientquan

281、tities or timely;failure by our foundries or contract manufacturers to procure raw materials or provide adequate levels of manufacturing or test capacity for ourproducts;failure by our foundries to develop,obtain,or successfully implement high quality process technologies,including transitions to sm

282、aller geometryprocess technologies such as advanced process node technologies and memory designs needed to manufacture our products;failure by our suppliers to comply with our policies and expectations and emerging regulatory requirements;limited number and geographic concentration of global supplie

283、rs,foundries,contract manufacturers,assembly and test providers and memorymanufacturers;loss of a supplier and additional expense and/or production delays as a result of qualifying a new foundry or subcontractor and commencing volumeproduction or testing in the event of a loss,addition or change of

284、a supplier;lack of direct control over product quantity,quality,and delivery schedules;integration of new suppliers and contract manufacturers creating more complexity in managing multiple suppliers with variations in production planning,execution,and logistics;suppliers or their suppliers failing t

285、o provide high quality products and/or making changes to their products without our qualification;delays in product shipments,shortages,a decrease in product quality and/or higher expenses in the event our subcontractors or foundries prioritize ourcompetitors or other customers orders over ours;requ

286、irements to place orders that are not cancellable upon changes in demand or requirements to prepay for supply in advance;low manufacturing yields resulting from issues in our product design or a foundrys proprietary process technology;suppliers extending lead times and/or increasing costs during sho

287、rtages;anddisruptions in manufacturing,assembly and other processes due to closures related to heat waves,earthquakes,fires,or other natural disasters,electricity conservation efforts,pandemics,and cybersecurity incidents.18Table of ContentsDefects in our products have caused and could cause us to i

288、ncur significant expenses to remediate,which can damage our reputation and cause usto lose market share.Our hardware and software product and service offerings are complex.They have in the past and may in the future contain defects,security vulnerabilities,experience failures,or unsatisfactory perfo

289、rmance due to issues in design,fabrication,packaging,materials,bugs and/or use within a system.These risks mayalso increase when our products are introduced into new devices,markets,technologies and applications,or new versions are released,and when we rely onpartners to supply and manufacture compo

290、nents that are used in our products,as these arrangements reduce our direct control over production.AI softwareproducts that we or our partners offer rely on training data that may originate from third parties and new training methods,and the resulting products may containunknown or undetected defec

291、ts and errors,or reflect unintended bias.Although arrangements with component providers may contain provisions for productdefect expense reimbursement,we generally remain responsible to the customer for warranty product defects that may occur from time to time.Some failures inour products or service

292、s have been in the past and may in the future be only discovered after a product or service has been shipped or used.Undiscovered vulnerabilities in our products or services could result in loss of data or intangible property,or expose our customers to unscrupulous third partieswho develop and deplo

293、y malicious software programs that could attack our products or services.Defects or failure of our offerings to perform to specificationscould lead to substantial damage to the products in which our offerings have been integrated by OEMs,ODMs,AIB manufacturers,automotive manufacturers,and tier 1 aut

294、omotive suppliers,and to the user of such end product.Any such defect may cause us to incur significant warranty,support,and repair orreplacement costs as part of a product recall or otherwise,write-off the value of related inventory,and divert the attention of our engineering and managementpersonne

295、l from our product development efforts to find and correct the issue.Our efforts to remedy these issues may not be timely or satisfactory to ourcustomers.An error or defect in new products,releases or related software drivers after commencement of commercial shipments could result in failure toachie

296、ve market acceptance,loss of design wins,temporary or permanent withdrawal from a product or market and harm to our relationships with existing andprospective customers and partners and consumers perceptions of our brand,which would in turn negatively impact our business operations,gross margin,reve

297、nue and/or financial results.We may be required to reimburse our customers,partners or consumers,including for costs to repair or replace products in thefield or in connection with indemnification obligations,or pay fines imposed by regulatory agencies.For example,in fiscal year 2023,a defect was id

298、entified in a third-party component embedded in certain Data Center products.This defect has had,and otherdefects may in the future have,an adverse effect on our cost and supply of components and finished goods.These costs could be significant in future periods.We recorded a net warranty liability d

299、uring fiscal year 2023 primarily in connection with this defect.While we believe we have accurately recorded for warrantyobligations,we may need to record additional amounts in the future if our estimate proves to be incorrect.In general,if a product liability claim regarding any ofour products is b

300、rought against us,even if the alleged damage is due to the actions or inactions of a third party,such as within our supply chain,the cost ofdefending the claim could be significant and would divert the efforts of our technical and management personnel and harm our business.Further,our businessliabil

301、ity insurance may be inadequate or future coverage may be unavailable on acceptable terms,which could adversely impact our financial results.Risks Related to Our Global Operating BusinessAdverse economic conditions may harm our business.Economic and industry uncertainty or changes,including recessio

302、n or slowing growth,inflation,changes or uncertainty in fiscal,monetary,or trade policy,disruptions to capital markets and the banking system,currency fluctuations,higher interest rates,tighter credit,lower capital expenditures by businesses,including on IT infrastructure,increases in unemployment,l

303、abor shortages,and lower consumer confidence and spending,global supply chain constraints,andglobal economic and geopolitical developments,including the implementation of tariffs by the USG or other governments,have in the past and/or could in thefuture have adverse,wide-ranging effects on our busin

304、ess and financial results,including:increased costs for wafers,components,logistics,and other supply chain expenses,which have negatively impacted our gross margin in the past andmay do so in the future;increased supply,employee,facilities and infrastructure costs and volatility in the financial mar

305、kets,which have reduced and may in the future reduceour margins;decrease in demand for our products,services and technologies and those of our customers,partners or licensees;the inability of our suppliers to deliver on their supply commitments to us and our customers or our licensees inability to s

306、upply products to customersand/or end users;limits on our ability to forecast operating results and make business decisions;19Table of Contentsthe insolvency of key suppliers,distributors,customers,CSPs,data center providers,licensing parties or other third parties we rely on;reduced profitability o

307、f customers,which may cause them to scale back operations,exit businesses,file for bankruptcy protection and potentially ceaseoperations,or lead to mergers,consolidations or strategic alliances among other companies,which could adversely affect our ability to competeeffectively;andincreased credit a

308、nd collectability risks,higher borrowing costs or reduced availability of capital markets,reduced liquidity,adverse impacts on ourcustomers and suppliers,failures of counterparties,including financial institutions and insurers,asset impairments,and declines in the value of ourfinancial instruments.A

309、dverse developments affecting financial institutions,such as bank failures or instability,or concerns or speculation about similar events or risks,could lead tomarket-wide liquidity problems and other disruptions,which could impact our customers ability to fulfill their payment obligations to us,our

310、 vendors ability tofulfill their contractual obligations to us,or our ability to fulfill our own obligations.Additionally,we maintain an investment portfolio of various holdings,types,and maturities.These investments are subject to general credit,liquidity,market andinterest rate risks,which may be

311、exacerbated by market downturns or events that affect global financial markets,as described above.A majority of ourinvestment portfolio comprises USG securities.A decline in global financial markets for long periods or a downgrade of the USG credit rating due to an actual orthreatened default on gov

312、ernment debt could result in higher interest rates,a decline in the value of the U.S.dollar,reduced market liquidity or other adverseconditions.These factors could cause an unrealized or realized loss position in our investments or require us to record impairment charges.International sales and oper

313、ations are a significant part of our business,which exposes us to risks that could harm our business.We sell our products internationally,and we also have operations and conduct business internationally.Our semiconductor wafers are manufactured,assembled,tested and packaged by third parties located

314、outside of the United States,and we generated 53%of our revenue in fiscal year 2025 from salesoutside the United States.The market in China,where our offerings are limited by export controls,is highly competitive and we expect it to remain competitivegoing forward.The global nature of our business s

315、ubjects us to a number of risks and uncertainties,which have had in the past and could in the future have amaterial adverse effect on our business,financial condition and results of operations.These include domestic and international economic and political conditionsin countries in which we and our

316、suppliers and manufacturers do business,government lockdowns to control case spread of global or local health issues,differing legal standards with respect to protection of IP and employment practices,different domestic and international business and cultural practices,disruptions to capital markets

317、,counter-inflation policies,currency fluctuations,natural disasters,acts of war or other military actions,terrorism,public healthissues,restrictions on international trade,such as tariffs,sanctions,and other controls on imports or exports,and catastrophic events.Product,system security,and data prot

318、ection incidents or breaches,as well as cyber-attacks,could disrupt our operations,reduce our expectedrevenue,increase our expenses,and significantly harm our business and reputation.Security breaches,computer malware,social-engineering attacks,denial-of-service attacks,software bugs,server malfunct

319、ions,software or hardware failures,loss of data or other information technology assets,and other cyber-attacks are becoming increasingly sophisticated,making it more difficult to successfullydetect,defend against them or implement adequate preventative measures.Cyber-attacks,including ransomware att

320、acks by organized criminal threat actors,nation-states,and nation-state-supported actors,may become more prevalentand severe.Our ability to recover from ransomware attacks may be limited if our backups have been affected by the attack,or if restore from backups is delayedor not feasible.Individuals,

321、groups of hackers and sophisticated organizations,including nation-states and nation-state-supported actors,and other threat actors have engagedand are expected to continue to engage in cyber-attacks.Additionally,some actors are using AI technology to launch more automated,targeted and coordinatedat

322、tacks.Due to geopolitical conflicts and during times of war or other major conflicts,we and the third parties we rely upon may be subject to a heightened risk ofcyber-attacks that could materially disrupt our ability to provide services and products.We may also face cybersecurity threats due to erro

323、r or intentionalmisconduct by employees,contractors or other third-party service providers.Certain aspects of effective cybersecurity are dependent upon our employees,contractors and/or other third-party service providers safeguarding our sensitive information and adhering to our security policies a

324、nd access controlmechanisms.We have in the past experienced,and may in the future experience,security incidents arising from a failure to properly handle sensitive informationor adhere to our security policies and access control mechanisms,including,for example,employees posting company data on thir

325、d-party websites withoutpermission,and,although no such events have had a material adverse effect on our business,there can be no assurance that an insider threat or error will notresult in an incident that is material to us or lead to negative publicity.Furthermore,we rely on products and services

326、provided by third-party suppliers to operatecertain critical business systems,including without limitation,cloud-based infrastructure,encryption and authentication technology,employee email and otherfunctions,which exposes us to20Table of Contentssupply-chain attacks or other business disruptions.We

327、 cannot guarantee that third parties and infrastructure in our supply chain or our partners supply chainshave not been compromised or that they do not contain exploitable vulnerabilities,defects or bugs that could result in a breach of or disruption to our informationtechnology systems,including our

328、 products and services,or the third-party information technology systems that support our services.We have incorporatedthird-party data into some of our AI models and used open-source datasets to train our models and may continue to do so.These datasets may be flawed,insufficient,or contain certain

329、biased information,and may otherwise decrease resilience to security incidents that may compromise the integrity of our AIoutputs,leading to potential reputational damage,regulatory scrutiny,or adverse impacts on the performance and reliability of our products,which could,in turn,affect our partners

330、 operations,customer trust,and our revenue.We may have limited insight into the data privacy or security practices of third-party suppliers,including for our AI algorithms.Our ability to monitor these third parties information security practices is limited,and they may not have adequate informations

331、ecurity measures in place.In addition,if one of our third-party suppliers suffers a security incident(which has happened in the past and may happen in thefuture),our response may be limited or more difficult because we may not have direct access to their systems,logs and other information related to

332、 the securityincident.Additionally,we are incorporated into the supply chain of a large number of entities worldwide and,as a result,if our products or services arecompromised,a significant number of our customers and their data could be affected,which could result in potential liability and harm ou

333、r business.To defend against security incidents,we must continuously engineer more secure products and enhance security and reliability features,which is expected toresult in increased expenses.We must also continue to develop our security measures,including training programs and security awareness initiatives,designedto ensure our suppliers have appropriate security measures in place,and continue