NVDANvidia

We note that you disclose non-GAAP margin and Non-GAAP diluted earnings per share excluding the $4.5 billion inventory charge taken in the first quarter of fiscal 2026. Please provide us more information as to the nature of the charge and explain to us why you do not believe that it represents a normal, recurring operating cost of your business.

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As part of your response, please tell us why you do not believe the products could be sold to another customer or have alternative use. See guidance in Question 100.01 of the SEC Staff’s Compliance and Disclosure Issues on Non-GAAP Financial Measures. Consolidated Statements of Income, page 52 We note that during fiscal year 2025 your revenue has increased significantly. We also note your disclosure in Note 1, on page 57, that you derive your revenue from 2. product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services. Further disclosure indicates you have contracts with multiple performance obligations for more than one product or service, which are separately accounted for as a distinct performance obligation. Please tell us the amount of revenue related to licensing or other services, and if that amount is over 10% of consolidated revenue, please revise to separately present revenue from licenses and revenue from services as line items separate from product revenue on your statements of income. The corresponding amounts of costs of revenue should also be separately presented. See Rule 5-03(b)(1) and (b)(2) of Regulation S-X. Note 16. Segment Information, page 78 3. We note that in your table of segment results, you have a column titled “All Other” and that this column includes the expenses that are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. As this amount appears to represent the reconciling items between the total of the operating income segment measures and your consolidated operating income, rather than revenue/expenses related to other segments, it should not be given prominence as a separate column, but instead should be reflected as a reconciling item in a reconciliation which totals the segment profitability measures and reconciles to consolidated income before income taxes. See guidance in ASC 280-10-50-30. Please revise your disclosure in future filings. 4. Please tell us how you have complied with the guidance in ASC 280-10-50-40 to provide revenue for each product and service or each group of similar products and services.

NVIDIA incurred a $4.5 billion charge in the first quarter of fiscal 2026 associated with H20 excess inventory and purchase obligations as the demand for H20 diminished. This charge was significant and unprecedented. We respectfully submit that the charge relating to our first quarter of fiscal 2026 H20 charge for excess inventory and purchase obligations was not a normal recurring operating cost of our business.

The U.S. government (USG) had defined export controls and licensing requirements to ship products to certain jurisdictions.

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These export controls were defined in October of 2023 and we had notified the USG at that time of our plans to manufacture and ship the H20 product. On April 9, 2025, the USG informed us that the USG now requires a license for export to China and D:5 countries of the Company’s H20. On April 14, 2025, the USG also informed us that the license requirement will be in effect for the indefinite future. We had shipped to date the H20 product to China customers. We had purchased and procured significant manufacturing material for the H20 China customer orders received. No licenses to date have been provided to China customers and we had more performant products for all other customers and countries.

The nature of the H20 charge is inherently different and distinct from other inventory impairment charges we incur. The H20 charge was not due to a change in our operations, competition, technology or business strategy, but rather was the result of a determination outside our control. Accordingly, providing additional disclosure excluding H20 facilitated an understanding for investors of our operating performance for the first quarter of fiscal 2026.

We respectfully advise the Staff that the H20 data center product was designed specifically for the Chinese market in conformance with specific USG license requirements, and there is not a market outside of China for H20. The manufacturing process and components for the H20 products are unique to our previous Hopper architecture and the Chinese market. Current demand from customers, not subject to an export control license, is primarily for our latest Blackwell architecture products, which has a significant improvement in performance and efficiency compared to the Hopper architecture products and H20. Outside of the China market for which the H20 products were specifically designed, there is minimal alternative use given the increased speed of NVIDIA product innovation, product releases and increased performance customers receive with the current Blackwell products.

We further advise the Staff that in accordance with Question 100.01, we have not on a routine basis excluded normal recurring inventory charges, such as excess inventory and purchase obligations, in our presentation of non-GAAP financial measures. We did highlight first and foremost our GAAP cost of goods sold, gross margin (GM), and diluted earnings per share (EPS). We specifically clarified how much impact to our GM and diluted EPS including tax implications related to the H20 charge. Given our significant charge of $4.5 billion in H20 inventory and purchase commitments, we faced inquiries regarding the actions taken and USG’s decisions.

Investors indicated that the supplemental disclosure provided transparency and helped them understand the impact of this unique event on our financial results and enabled investors to compare our operating performance from period-to-period on a more consistent basis.

In summary, the April 2025 USG license requirement and its impact was unique to our business due to its size, its immediate impact and the state of our technological roadmap from Hopper to our current Blackwell architecture. Therefore, we respectfully submit that the supplemental adjustment to non-GAAP GM and non-GAAP diluted EPS for the H20 charge falls within the Staff’s guidance.

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Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each change contributed to the overall change in that line item.

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As an example, we note that the year-on-year increase in your Compute & Networking revenues was driven in part by growth from hyperscale customers, purchases made by several CSP partners to support multi-year cloud service agreements for cloud service offerings and research and development activities. Additionally, your disclosure of the increase in research and development expense indicates that it was "primarily driven by increased compensation, employee growth, engineering development costs, and data center infrastructure," but does not quantify any of the factors. See Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350. Please revise future filings accordingly.

to the Staff’s Comment, in future filings, where we describe two or more business reasons that contributed to a material change in a financial statement line item between periods, we will quantify where possible the extent to which each change contributed to the overall change in that line item. Read in the reply ↗

We note your risk factor disclosure which identifies inflation as a potential adverse economic condition which drives the costs for wafers, components, logistics, and other supply chain expenses. In future filings, please expand your disclosures to identify the principal factors contributing to the inflationary pressures the company has experienced and clarify the resulting impact to the company, if material.

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Please also identify actions planned or taken, if any, to mitigate inflationary pressures

to the Staff’s Comment, in future filings we will expand our disclosures to identify the principal factors contributing to the inflationary pressures the Company has experienced and clarify the resulting impact to the Company, in each case to the extent material. We will also identify actions planned or taken, if any, to mitigate inflationary pressures.

Management's Discussion and Analysis of Financial Condition and Results of Operations Gross Profit and Gross Margin, page 42 Read in the reply ↗

We note your narrative discussion of the drivers of the changes in gross margin for both your Compute & Networking and Graphics segment. However, in light of the fact that Note 17 on page 85 discloses that your segment profitability measure is operating income, please revise your discussion in MD&A in future filings to also include a discussion of the nature of the changes in segment operating income for each of

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your reportable segments. Also, if you continue to discuss the changes in segment gross margin, such as on the bottom of page 42, please revise to include quantification of the costs of revenues by segment so that investors can better assess the significance of the items disclosed in your narrative.

to the Staff’s Comment, in future filings we will include a discussion of the nature of material changes in segment operating income for each of our reportable segments in MD&A. If we discuss changes in segment gross margin, we will include quantification of the costs of revenues by segment. Read in the reply ↗

We note from your disclosure on page 36 of MD&A that in 2023 you entered into multiyear cloud service agreements and Note 1 to the financial statements includes disclosure of your revenue recognition for these agreements. Please tell us if you offer these cloud services in connection with the sale of other products or services.

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If so, please tell us and revise Note 1 in future filings to disclose how you recognize revenue for the provision of multiple offerings to one customer and your accounting for any multiple performance obligations within customer contracts.

The Company advises the Staff that it has not executed any multi-element arrangements to offer NVIDIA AI cloud services together with other hardware and/or software or recognized any related revenue to date. If and when such multi-element arrangements are material, we will revise Note 1 in the relevant periods to disclose how we recognize revenue for the provision of multiple offerings to a customer and our accounting for any multiple performance obligations within a customer contract. Read in the reply ↗

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Lead Director and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input

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from shareholders. Please also disclose how the experience of your Lead Director is brought to bear in connection with your board’s role in risk oversight.

On behalf of NVIDIA Corporation (“NVIDIA”), I am responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated September 8, 2022, with respect to NVIDIA’s Definitive Proxy Statement on Schedule 14A listed above (the “Comments”). NVIDIA respectfully acknowledges the Comments and confirms that it will review and enhance its future proxy disclosures in accordance with the topics set forth in the Comments, as well as any material developments to its risk oversight structure. One letter for all the questions, without numbered answers. Read the reply ↗

Please expand upon the role that your Lead Director plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Lead Director may: • represent the board in communications with shareholders and other stakeholders; • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

See the reply above.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • why your board elected to retain direct oversight responsibility for strategic risks and other risk areas not delegated to a committee, including cybersecurity matters, rather than assign oversight to a board committee; • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or

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long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • whether you have a Chief Compliance Officer and to whom this position reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

See the reply above.