NVDA Equity Award Activity

As of January 28, 2024 and January 29, 2023, there were 147 million and 160 million shares, respectively, of common stock available for future grants under our equity incentive plans.


NVDA Equity Award Activity

The total fair value of RSUs and PSUs, as of their respective vesting dates, during the years ended January 28, 2024, January 29, 2023, and January 30, 2022, was $8.2 billion, $4.3 billion, and $5.6 billion, respectively.


NVDA Note 5 - Net Income Per Share

The following is a reconciliation of the denominator of the basic and diluted net income per share computations for the periods presented: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions, except per share data)#### Numerator:############ Net income##$##29,760##$##4,368##$##9,752 Denominator:############ Basic weighted average shares####2,469####2,487####2,496 Dilutive impact of outstanding equity awards####25####20####39 Diluted weighted average shares####2,494####2,507####2,535 Net income per share:############ Basic (1)##$##12.05##$##1.76##$##3.91 Diluted (2)##$##11.93##$##1.74##$##3.85 Equity awards excluded from diluted net income per share because their effect would have been anti-dilutive####15####40####21


NVDA Note 5 - Net Income Per Share

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


NVDA Note 5 - Net Income Per Share

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


NVDA Note 6 - Goodwill

As of January 28, 2024, the total carrying amount of goodwill was $4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $4.1 billion and $370 million, respectively. As of January 29, 2023, the total carrying amount of goodwill was $4.4 billion, consisting of goodwill balances allocated to our Compute & Networking and Graphics reporting units of $4.0 billion and $370 million, respectively. Goodwill increased by $59 million in fiscal year 2024 from an immaterial acquisition and was allocated to our Compute & Networking reporting unit. During the fourth quarters of fiscal years 2024, 2023, and 2022, we completed our annual qualitative impairment tests and concluded that goodwill was not impaired.


NVDA Note 7 - Amortizable Intangible Assets

The components of our amortizable intangible assets are as follows: ########Jan 28, 2024##############Jan 29, 2023#### ####Gross  Carrying Amount####Accumulated Amortization####Net Carrying Amount######Gross  Carrying Amount####Accumulated Amortization####Net Carrying Amount ##############(In millions)############ Acquisition-related intangible assets (1)##$##2,642##$##(1,720)##$##922####$##3,093##$##(1,614)##$##1,479 Patents and licensed technology####449####(259)####190######446####(249)####197 Total intangible assets##$##3,091##$##(1,979)##$##1,112####$##3,539##$##(1,863)##$##1,676


(1) During the first quarter of fiscal year 2023, we commenced amortization of a $630 million in-process research and development intangible asset related to our acquisition of Mellanox.


Amortization expense associated with intangible assets for fiscal years 2024, 2023, and 2022 was $614 million, $699 million, and $563 million, respectively.


The following table outlines the estimated future amortization expense related to the net carrying amount of intangible assets as of January 28, 2024: ####Future Amortization Expense ####(In millions) Fiscal Year:#### 2025##$##555 2026####261 2027####150 2028####37 2029####9 2030 and thereafter####100 Total##$##1,112


NVDA Note 8 - Cash Equivalents and Marketable Securities

Our cash equivalents and marketable securities related to debt securities are classified as “available-for-sale” debt securities.


The following is a summary of cash equivalents and marketable securities: ##############Jan 28, 2024############## ####Amortized Cost####Unrealized Gain####Unrealized Loss######Estimated Fair Value######Reported as#### ######################Cash Equivalents######Marketable Securities ##############(In millions)############## Corporate debt securities##$##10,126##$##31##$##(5)####$##10,152##$##2,231####$##7,921 Debt securities issued by the U.S. Treasury####9,517####17####(10)######9,524####1,315######8,209 Debt securities issued by U.S. government agencies####2,326####8####(1)######2,333####89######2,244 Money market funds####3,031####—####—######3,031####3,031######— Certificates of deposit####510####—####—######510####294######216 Foreign government bonds####174####—####—######174####60######114 Total##$##25,684##$##56##$##(16)####$##25,724##$##7,020####$##18,704 ##############Jan 29, 2023############## ####Amortized Cost####Unrealized Gain####Unrealized Loss######Estimated Fair Value######Reported as#### ######################Cash Equivalents######Marketable Securities ##############(In millions)############## Corporate debt securities##$##4,809##$##—##$##(12)####$##4,797##$##1,087####$##3,710 Debt securities issued by the U.S. Treasury####4,185####1####(44)######4,142####—######4,142 Debt securities issued by U.S. government agencies####1,836####—####(2)######1,834####50######1,784 Money market funds####1,777####—####—######1,777####1,777######— Certificates of deposit####365####—####—######365####134######231 Foreign government bonds####140####—####—######140####100######40 Total##$##13,112##$##1##$##(58)####$##13,055##$##3,148####$##9,907


NVDA Notes to the Consolidated Financial Statements (Continued)

The following tables provide the breakdown of unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position: ################Jan 28, 2024############## ######Less than 12 Months##########12 Months or Greater##########Total#### ####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss ################(In millions)############## Debt securities issued by the U.S. Treasury##$##3,343####$##(5)##$##1,078####$##(5)##$##4,421####$##(10) Corporate debt securities####1,306######(3)####618######(2)####1,924######(5) Debt securities issued by U.S. government agencies####670######(1)####—######—####670######(1) Total##$##5,319####$##(9)##$##1,696####$##(7)##$##7,015####$##(16) ################Jan 29, 2023############## ######Less than 12 Months##########12 Months or Greater##########Total#### ####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss####Estimated Fair Value######Gross Unrealized Loss ################(In millions)############## Debt securities issued by the U.S. Treasury##$##2,444####$##(21)##$##1,172####$##(23)##$##3,616####$##(44) Corporate debt securities####1,188######(7)####696######(5)####1,884######(12) Debt securities issued by U.S. government agencies####1,307######(2)####—######—####1,307######(2) Total##$##4,939####$##(30)##$##1,868####$##(28)##$##6,807####$##(58)


The gross unrealized losses are related to fixed income securities, driven primarily by changes in interest rates. Net realized gains and losses were not significant for all periods presented.


The amortized cost and estimated fair value of cash equivalents and marketable securities are shown below by contractual maturity. ######Jan 28, 2024############Jan 29, 2023#### ####Amortized Cost######Estimated Fair Value######Amortized Cost######Estimated Fair Value ############(In millions)########## Less than one year##$##16,336####$##16,329####$##9,738####$##9,708 Due in 1 - 5 years####9,348######9,395######3,374######3,347 Total##$##25,684####$##25,724####$##13,112####$##13,055


NVDA Note 9 - Fair Value of Financial Assets and Liabilities and Investments in Non-Affiliated Entities

The fair values of our financial assets and liabilities are determined using quoted market prices of identical assets or quoted market prices of similar assets from active markets. We review fair value hierarchy classification on a quarterly basis. ########Fair Value at#### ##Pricing Category####Jan 28, 2024######Jan 29, 2023 ########(In millions)#### Assets############ Cash equivalents and marketable securities:############ Money market funds##Level 1##$##3,031####$##1,777 Corporate debt securities##Level 2##$##10,152####$##4,797 Debt securities issued by the U.S. Treasury##Level 2##$##9,524####$##4,142 Debt securities issued by U.S. government agencies##Level 2##$##2,333####$##1,834 Certificates of deposit##Level 2##$##510####$##365 Foreign government bonds##Level 2##$##174####$##140 Other assets (Investment in non-affiliated entities):############ Publicly-held equity securities##Level 1##$##225####$##11 Liabilities (1)############ 0.309% Notes Due 2023##Level 2##$##—####$##1,230 0.584% Notes Due 2024##Level 2##$##1,228####$##1,185 3.20% Notes Due 2026##Level 2##$##970####$##966 1.55% Notes Due 2028##Level 2##$##1,115####$##1,099 2.85% Notes Due 2030##Level 2##$##1,367####$##1,364 2.00% Notes Due 2031##Level 2##$##1,057####$##1,044 3.50% Notes Due 2040##Level 2##$##851####$##870 3.50% Notes Due 2050##Level 2##$##1,604####$##1,637 3.70% Notes Due 2060##Level 2##$##403####$##410


(1) These liabilities are carried on our Consolidated Balance Sheets at their original issuance value, net of unamortized debt discount and issuance costs.


NVDA Investments in Non-Affiliated Entities

Our investments in non-affiliated entities include marketable equity securities, which are publicly traded, and non-marketable equity securities, which are primarily investments in privately held companies. Our marketable equity securities have readily determinable fair values and are recorded as long-term other assets on our Consolidated Balance Sheets at fair value with changes in fair value recorded in Other income and expense, net on our Consolidated Statements of Income. Marketable equity securities totaled $225 million and $11 million as of January 28, 2024 and January 29, 2023, respectively. The net unrealized and realized gains and losses of investments in marketable securities net were not significant for fiscal years 2024, 2023 and 2022.


Our non-marketable equity securities are recorded in long-term other assets on our Consolidated Balance Sheets. The carrying value of our non-marketable equity securities totaled $1.3 billion and $288 million as of January 28, 2024 and January 29, 2023, respectively. Gains and losses on these investments, realized and unrealized, are recognized in Other income and expense, net on our Consolidated Statements of Income.


Adjustments to the carrying value of our non-marketable equity securities accounted for under the measurement alternative were as follows: ####Year Ended ####Jan 28, 2024 ####(In millions) Carrying amount as of Jan 29, 2023##$##288 Adjustments related to non-marketable equity securities:#### Net additions####859 Unrealized gains####194 Impairments and unrealized losses####(20) Carrying amount as of Jan 28, 2024##$##1,321


In the fourth quarter of fiscal year 2024, one of our private company investments completed a secondary equity raise that resulted in an unrealized gain of $178 million.


Net unrealized gains recognized for the year ended January 28, 2024 for non-marketable investments in non-affiliated entities still held as of January 28, 2024 were $174 million. Net unrealized and realized gains related to non-marketable equity securities were not significant for fiscal years 2023 and 2022.


The following table summarizes the cumulative gross unrealized gains and cumulative gross unrealized losses and impairments related to non-marketable equity securities accounted for under the measurement alternative: ####Jan 28, 2024 ####(In millions) Cumulative gross unrealized gains##$##270 Cumulative gross unrealized losses and impairments####(45)


NVDA Note 10 - Balance Sheet Components

Two customers accounted for 24% and 11% of our accounts receivable balance as of January 28, 2024. Two customers accounted for 14% and 11% of our accounts receivable balance as of January 29, 2023.


NVDA Note 10 - Balance Sheet Components

Certain balance sheet components are as follows: ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Inventories (1):########## Raw materials##$##1,719####$##2,430 Work in-process####1,505######466 Finished goods####2,058######2,263 Total inventories##$##5,282####$##5,159


NVDA Note 10 - Balance Sheet Components

(1) In fiscal years 2024 and 2023, we recorded an inventory provision of $774 million and $1.0 billion, respectively, in cost of revenue.


####Jan 28, 2024######Jan 29, 2023##Estimated Useful Life ######(In millions)######(In years) Property and Equipment:############ Land##$##218####$##218##(A) Buildings, leasehold improvements, and furniture####1,816######1,598##(B) Equipment, compute hardware, and software####5,200######4,303##3-7 Construction in process####189######382##(C) Total property and equipment, gross####7,423######6,501## Accumulated depreciation and amortization####(3,509)######(2,694)## Total property and equipment, net##$##3,914####$##3,807##


(A)Land is a non-depreciable asset.


(B)The estimated useful lives of our buildings are up to thirty years. Leasehold improvements and finance leases are amortized based on the lesser of either the asset’s estimated useful life or the expected remaining lease term.


(C)Construction in process represents assets that are not available for their intended use as of the balance sheet date.


Depreciation expense for fiscal years 2024, 2023, and 2022 was $894 million, $844 million, and $611 million, respectively.


Accumulated amortization of leasehold improvements and finance leases was $400 million and $327 million as of January 28, 2024 and January 29, 2023, respectively.


Property, equipment and intangible assets acquired by assuming related liabilities during fiscal years 2024, 2023, and 2022 were $170 million, $374 million, and $258 million, respectively. ####Jan 28, 2024######Jan 29, 2023 Other assets:######(In millions)#### Prepaid supply and capacity agreements (1)##$##2,458####$##2,989 Investments in non-affiliated entities####1,546######299 Prepaid royalties####364######387 Other####132######145 Total other assets##$##4,500####$##3,820


(1)As of January 28, 2024 and January 29, 2023, there was an additional $2.5 billion and $458 million of short-term prepaid supply and capacity agreements included in Prepaid expenses and other current assets, respectively.


####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Accrued and Other Current Liabilities:########## Customer program accruals##$##2,081####$##1,196 Excess inventory purchase obligations (1)####1,655######954 Deferred revenue (2)####764######354 Accrued payroll and related expenses####675######530 Product warranty and return provisions####415######108 Taxes payable####296######467 Operating leases####228######176 Unsettled share repurchases####187######117 Licenses and royalties####182######149 Other####199######69 Total accrued and other current liabilities##$##6,682####$##4,120


(1)In fiscal years 2024 and 2023, we recorded an expense of approximately $1.4 billion and $1.1 billion, respectively, in cost of revenue for inventory purchase obligations in excess of our current demand projections, supplier charges and for penalties related to cancellations and underutilization.


(2)Deferred revenue primarily includes customer advances and deferrals related to support for hardware and software, license and development arrangements, and cloud services. $233 million and $35 million of the balance in fiscal 2024 and 2023 respectively, related to customer advances. ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Other Long-Term Liabilities:########## Income tax payable (1)##$##1,361####$##1,204 Deferred income tax####462######247 Deferred revenue (2)####573######218 Licenses payable####80######181 Other####65######63 Total other long-term liabilities##$##2,541####$##1,913


(1)Income tax payable is comprised of the long-term portion of the one-time transition tax payable, unrecognized tax benefits, and related interest and penalties.


(2)Deferred revenue primarily includes deferrals related to support for hardware and software.


NVDA Deferred Revenue

The following table shows the changes in deferred revenue during fiscal years 2024 and 2023. ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Balance at beginning of period##$##572####$##502 Deferred revenue additions during the period####2,038######830 Revenue recognized during the period####(1,273)######(760) Balance at end of period##$##1,337####$##572


NVDA Deferred Revenue

Revenue recognized during fiscal year 2024 that was included in deferred revenue as of January 29, 2023 was $338 million. Revenue recognized during fiscal year 2023 that was included in deferred revenue as of January 30, 2022 was $282 million.


NVDA Deferred Revenue

Revenue related to remaining performance obligations represents the contracted license and development arrangements and support for hardware and software. This includes deferred revenue currently recorded and amounts that will be


invoiced in future periods. Revenue allocated to remaining performance obligations, which includes deferred revenue and amounts that will be invoiced and recognized as revenue in future periods, was $1.1 billion as of January 28, 2024. We expect to recognize approximately 40% of this revenue over the next twelve months and the remainder thereafter. This excludes revenue related to performance obligations for contracts with a length of one year or less.


NVDA Note 11 - Derivative Financial Instruments

We enter into foreign currency forward contracts to mitigate the impact of foreign currency exchange rate movements on our operating expenses. These contracts are designated as cash flow hedges for hedge accounting treatment. Gains or losses on the contracts are recorded in accumulated other comprehensive income or loss and reclassified to operating expense when the related operating expenses are recognized in earnings or ineffectiveness should occur.


We also enter into foreign currency forward contracts to mitigate the impact of foreign currency movements on monetary assets and liabilities that are denominated in currencies other than the U.S. dollar. These forward contracts were not designated for hedge accounting treatment. Therefore, the change in fair value of these contracts is recorded in other income or expense and offsets the change in fair value of the hedged foreign currency denominated monetary assets and liabilities, which is also recorded in other income or expense.


The table below presents the notional value of our foreign currency forward contracts outstanding: ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Designated as cash flow hedges##$##1,168####$##1,128 Non-designated hedges##$##597####$##366


The unrealized gains and losses or fair value of our foreign currency forward contracts was not significant as of January 28, 2024 and January 29, 2023.


As of January 28, 2024, all designated foreign currency forward contracts mature within 18 months. The expected realized gains and losses deferred into accumulated other comprehensive income or loss related to foreign currency forward contracts within the next twelve months was not significant.


During fiscal years 2024 and 2023, the impact of derivative financial instruments designated for hedge accounting treatment on other comprehensive income or loss was not significant and all such instruments were determined to be highly effective.


NVDA Long-Term Debt

The carrying value of our outstanding notes, the calendar year of maturity, and the associated interest rates were as follows: ##Expected Remaining Term (years)##Effective Interest Rate####Jan 28, 2024######Jan 29, 2023 ##########(In millions)#### 0.309% Notes Due 2023 (1)##—##0.41%##$##—####$##1,250 0.584% Notes Due 2024##0.4##0.66%####1,250######1,250 3.20% Notes Due 2026##2.6##3.31%####1,000######1,000 1.55% Notes Due 2028##4.4##1.64%####1,250######1,250 2.85% Notes Due 2030##6.2##2.93%####1,500######1,500 2.00% Notes Due 2031##7.4##2.09%####1,250######1,250 3.50% Notes Due 2040##16.2##3.54%####1,000######1,000 3.50% Notes Due 2050##26.2##3.54%####2,000######2,000 3.70% Notes Due 2060##36.2##3.73%####500######500 Unamortized debt discount and issuance costs########(41)######(47) Net carrying amount########9,709######10,953 Less short-term portion########(1,250)######(1,250) Total long-term portion######$##8,459####$##9,703


NVDA Long-Term Debt

(1) In fiscal year 2024, we repaid the 0.309% Notes Due 2023.


NVDA Long-Term Debt

All our notes are unsecured senior obligations. All existing and future liabilities of our subsidiaries will be effectively senior to the notes. Our notes pay interest semi-annually. We may redeem each of our notes prior to maturity, subject to a make-whole premium as defined in the applicable form of note.


NVDA Long-Term Debt

As of January 28, 2024, we were in compliance with the required covenants, which are non-financial in nature, under the outstanding notes.


NVDA Commercial Paper

We have a $575 million commercial paper program to support general corporate purposes. As of January 28, 2024, we had no commercial paper outstanding.


NVDA Purchase Obligations

Our purchase obligations reflect our commitments to purchase components used to manufacture our products, including long-term supply and capacity agreements, certain software and technology licenses, other goods and services and long-lived assets.


NVDA Purchase Obligations

As of January 28, 2024, we had outstanding inventory purchase and long-term supply and capacity obligations totaling $16.1 billion. We enter into agreements with contract manufacturers that allow them to procure inventory based upon criteria as defined by us, and in certain instances, these agreements allow us the option to cancel, reschedule, and adjust our requirements based on our business needs prior to firm orders being placed, but these changes may result in the payment of costs incurred through the date of cancellation. Other non-inventory purchase obligations were $4.6 billion, which includes $3.5 billion of multi-year cloud service agreements, primarily to support our research and development efforts.


Total future purchase commitments as of January 28, 2024 are as follows: ####Commitments ####(In millions) Fiscal Year:#### 2025##$##17,316 2026####1,143 2027####1,060 2028####770 2029 and thereafter####418 Total##$##20,707


NVDA Accrual for Product Warranty Liabilities

The estimated amount of product warranty liabilities was $306 million and $82 million as of January 28, 2024 and January 29, 2023, respectively. The estimated product returns and estimated product warranty activity consisted of the following: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ######(In millions)###### Balance at beginning of period##$##82##$##46##$##22 Additions####278####145####40 Utilization####(54)####(109)####(16) Balance at end of period##$##306##$##82##$##46


In fiscal years 2024 and 2023, the additions in product warranty liabilities primarily related to Compute & Networking segment.


We have provided indemnities for matters such as tax, product, and employee liabilities. We have included intellectual property indemnification provisions in our technology-related agreements with third parties. Maximum potential future payments cannot be estimated because many of these agreements do not have a maximum stated liability. We have not recorded any liability in our Consolidated Financial Statements for such indemnifications.


NVDA Securities Class Action and Derivative Lawsuits

The plaintiffs in the putative securities class action lawsuit, captioned 4:18-cv-07669-HSG, initially filed on December 21, 2018 in the United States District Court for the Northern District of California, and titled In Re NVIDIA Corporation Securities Litigation, filed an amended complaint on May 13, 2020. The amended complaint asserted that NVIDIA and certain NVIDIA executives violated Section 10(b) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and SEC Rule 10b-5, by making materially false or misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand between May 10, 2017 and November 14, 2018. Plaintiffs also alleged that the NVIDIA executives who they named as defendants violated Section 20(a) of the Exchange Act. Plaintiffs sought class certification, an award of unspecified compensatory damages, an award of reasonable costs and expenses, including attorneys’ fees and expert fees, and further relief as the Court may deem just and proper. On March 2, 2021, the district court granted NVIDIA’s motion to dismiss the complaint without leave to amend, entered judgment in favor of NVIDIA and closed the case. On March 30, 2021, plaintiffs filed an appeal from judgment in the United States Court of Appeals for the Ninth Circuit, case number 21-15604. On August 25, 2023, a majority of a three-judge Ninth Circuit panel affirmed in part and reversed in part the district court’s dismissal of the case, with a third judge dissenting on the basis that the district court did not err in dismissing the case. On November 15, 2023, the Ninth Circuit denied NVIDIA’s petition for rehearing en banc of the Ninth Circuit panel’s majority decision to reverse in part the dismissal of the case, which NVIDIA had filed on October 10, 2023. On November 21, 2023, NVIDIA filed a motion with the Ninth Circuit for a stay of the mandate pending NVIDIA’s petition for a writ of certiorari in the Supreme Court of the United States and the Supreme Court’s


resolution of the matter. On December 5, 2023, the Ninth Circuit granted NVIDIA’s motion to stay the mandate. NVIDIA’s deadline to file a petition for a writ of certiorari is March 4, 2024.


The putative derivative lawsuit pending in the United States District Court for the Northern District of California, captioned 4:19-cv-00341-HSG, initially filed January 18, 2019 and titled In re NVIDIA Corporation Consolidated Derivative Litigation, was stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. On February 22, 2022, the court administratively closed the case, but stated that it would reopen the case once the appeal in the In Re NVIDIA Corporation Securities Litigation action is resolved. Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in this derivative matter. The lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, waste of corporate assets, and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs are seeking unspecified damages and other relief, including reforms and improvements to NVIDIA’s corporate governance and internal procedures.


The putative derivative actions initially filed September 24, 2019 and pending in the United States District Court for the District of Delaware, Lipchitz v. Huang, et al. (Case No. 1:19-cv-01795-UNA) and Nelson v. Huang, et. al. (Case No. 1:19-cv-01798- UNA), remain stayed pending resolution of the plaintiffs’ appeal in the In Re NVIDIA Corporation Securities Litigation action. Following the Ninth Circuit’s denial of NVIDIA’s petition for rehearing on November 15, 2023, the parties are conferring regarding the next steps in these derivative matters. The lawsuits assert claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty, unjust enrichment, insider trading, misappropriation of information, corporate waste and violations of Sections 14(a), 10(b), and 20(a) of the Exchange Act based on the dissemination of allegedly false, and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and unspecified corporate governance measures.


Another putative derivative action was filed on October 30, 2023 in the Court of Chancery of the State of Delaware, captioned Horanic v. Huang, et al. (Case No. 2023-1096-KSJM). This lawsuit asserts claims, purportedly on behalf of us, against certain officers and directors of the Company for breach of fiduciary duty and insider trading based on the dissemination of allegedly false and misleading statements related to channel inventory and the impact of cryptocurrency mining on GPU demand. The plaintiffs seek unspecified damages and other relief, including disgorgement of profits from the sale of NVIDIA stock and reform of unspecified corporate governance measures. This derivative matter is stayed pending the final resolution of In Re NVIDIA Corporation Securities Litigation action.


NVDA Accounting for Loss Contingencies

As of January 28, 2024, we have not recorded any accrual for contingent liabilities associated with the legal proceedings described above based on our belief that liabilities, while possible, are not probable. Further, except as specifically described above, any possible loss or range of loss in these matters cannot be reasonably estimated at this time. We are engaged in legal actions not described above arising in the ordinary course of business and, while there can be no assurance of favorable outcomes, we believe that the ultimate outcome of these actions will not have a material adverse effect on our operating results, liquidity or financial position.


NVDA Note 14 - Income Taxes

The income tax expense (benefit) applicable to income before income taxes consists of the following: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Current income taxes:############ Federal##$##5,710##$##1,703##$##482 State####335####46####42 Foreign####502####228####71 Total current####6,547####1,977####595 Deferred income taxes:############ Federal####(2,499)####(2,165)####(420) State####(206)####—####— Foreign####216####1####14 Total deferred####(2,489)####(2,164)####(406) Income tax expense (benefit)##$##4,058##$##(187)##$##189


NVDA Note 14 - Income Taxes

Income before income tax consists of the following: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### U.S.##$##29,495##$##3,477##$##8,446 Foreign####4,323####704####1,495 Income before income tax##$##33,818##$##4,181##$##9,941


NVDA Note 14 - Income Taxes

The income tax expense (benefit) differs from the amount computed by applying the U.S. federal statutory rate of 21% to income before income taxes as follows: ################Year Ended############## ######Jan 28, 2024##########Jan 29, 2023##########Jan 30, 2022#### ################(In millions, except percentages)############## Tax expense computed at federal statutory rate##$##7,102####21.0##%##$##878####21.0##%##$##2,088####21.0##% Expense (benefit) resulting from:############################## State income taxes, net of federal tax effect####120####0.4##%####50####1.2##%####42####0.4##% Foreign-derived intangible income####(1,408)####(4.2)##%####(739)####(17.7)##%####(520)####(5.2)##% Stock-based compensation####(741)####(2.2)##%####(309)####(7.4)##%####(337)####(3.4)##% Foreign tax rate differential####(467)####(1.4)##%####(83)####(2.0)##%####(497)####(5.0)##% U.S. federal research and development tax credit####(431)####(1.3)##%####(278)####(6.6)##%####(289)####(2.9)##% Acquisition termination cost####—####—##%####261####6.2##%####—####—##% IP domestication####—####—##%####—####—##%####(244)####(2.5)##% Other####(117)####(0.3)##%####33####0.8##%####(54)####(0.5)##% Income tax expense (benefit)##$##4,058####12.0##%##$##(187)####(4.5)##%##$##189####1.9##%


The tax effect of temporary differences that gives rise to significant portions of the deferred tax assets and liabilities are presented below: ####Jan 28, 2024######Jan 29, 2023 ######(In millions)#### Deferred tax assets:########## Capitalized research and development expenditure##$##3,376####$##1,859 GILTI deferred tax assets####1,576######800 Accruals and reserves, not currently deductible for tax purposes####1,121######686 Research and other tax credit carryforwards####936######951 Net operating loss and capital loss carryforwards####439######409 Operating lease liabilities####263######193 Stock-based compensation####106######99 Property, equipment and intangible assets####4######66 Other deferred tax assets####179######91 Gross deferred tax assets####8,000######5,154 Less valuation allowance####(1,552)######(1,484) Total deferred tax assets####6,448######3,670 Deferred tax liabilities:########## Unremitted earnings of foreign subsidiaries####(502)######(228) Operating lease assets####(255)######(179) Acquired intangibles####(74)######(115) Gross deferred tax liabilities####(831)######(522) Net deferred tax asset (1)##$##5,617####$##3,148


(1) Net deferred tax asset includes long-term deferred tax assets of $6.1 billion and $3.4 billion and long-term deferred tax liabilities of $462 million and $247 million for fiscal years 2024 and 2023, respectively. Long-term deferred tax liabilities are included in other long-term liabilities on our Consolidated Balance Sheets.


As of January 28, 2024, we intend to indefinitely reinvest approximately $1.1 billion and $250 million of cumulative undistributed earnings held by certain subsidiaries in Israel and the United Kingdom, respectively. We have not provided the amount of unrecognized deferred tax liabilities for temporary differences related to these investments as the determination of such amount is not practicable.


As of January 28, 2024 and January 29, 2023, we had a valuation allowance of $1.6 billion and $1.5 billion, respectively, related to capital loss carryforwards, and certain state and other deferred tax assets that management determined are not likely to be realized due, in part, to jurisdictional projections of future taxable income, including capital gains. To the extent realization of the deferred tax assets becomes more-likely-than-not, we would recognize such deferred tax assets as income tax benefits during the period.


As of January 28, 2024, we had U.S. federal, state and foreign net operating loss carryforwards of $315 million, $342 million and $361 million, respectively. The federal and state carryforwards will begin to expire in fiscal years 2026 and 2025, respectively. The foreign net operating loss carryforwards of $361 million may be carried forward indefinitely. As of January 28, 2024, we had federal research tax credit carryforwards of $31 million, before the impact of uncertain tax positions, that will begin to expire in fiscal year 2025. We have state research tax credit carryforwards of $1.6 billion, before the impact of uncertain tax positions. $1.5 billion is attributable to the State of California and may be carried over indefinitely and $75 million is attributable to various other states and will begin to expire in fiscal year 2025. As of January 28, 2024, we had federal capital loss carryforwards of $1.4 billion that will begin to expire in fiscal year 2025.


Our tax attributes remain subject to audit and may be adjusted for changes or modification in tax laws, other authoritative interpretations thereof, or other facts and circumstances. Utilization of tax attributes may also be subject to limitations due to ownership changes and other limitations provided by the Internal Revenue Code and similar state and foreign tax provisions. If any such limitations apply, the tax attributes may expire or be denied before utilization.


A reconciliation of gross unrecognized tax benefits is as follows: ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Balance at beginning of period##$##1,238##$##1,013##$##776 Increases in tax positions for current year####616####268####246 Increases in tax positions for prior years####87####1####14 Decreases in tax positions for prior years####(148)####(15)####(4) Settlements####(104)####(9)####(8) Lapse in statute of limitations####(19)####(20)####(11) Balance at end of period##$##1,670##$##1,238##$##1,013


Included in the balance of unrecognized tax benefits as of January 28, 2024 are $1.0 billion of tax benefits that would affect our effective tax rate if recognized.


We classify an unrecognized tax benefit as a current liability, or amount refundable, to the extent that we anticipate payment or receipt of cash for income taxes within one year. The amount is classified as a long-term liability, or reduction of long-term amount refundable, if we anticipate payment or receipt of cash for income taxes during a period beyond a year.


We include interest and penalties related to unrecognized tax benefits as a component of income tax expense. We recognized net interest and penalties related to unrecognized tax benefits in the income tax expense line of our consolidated statements of income of $42 million, $33 million, and $14 million during fiscal years 2024, 2023 and 2022, respectively. As of January 28, 2024 and January 29, 2023, we have accrued $140 million and $95 million, respectively, for the payment of interest and penalties related to unrecognized tax benefits, which is not included as a component of our gross unrecognized tax benefits.


While we believe that we have adequately provided for all tax positions, amounts asserted by tax authorities could be greater or less than our accrued position. Accordingly, our provisions on federal, state and foreign tax-related matters to be recorded in the future may change as revised estimates are made or the underlying matters are settled or otherwise resolved. As of January 28, 2024, we have not identified any positions for which it is reasonably possible that the total amounts of unrecognized tax benefits will significantly increase or decrease within the next twelve months.


We are subject to taxation by taxing authorities both in the United States and other countries. As of January 28, 2024, the significant tax jurisdictions that may be subject to examination include the United States for fiscal years after 2020, as well as China, Germany, Hong Kong, India, Israel, Taiwan, and the United Kingdom for fiscal years 2005 through 2023. As of January 28, 2024, the significant tax jurisdictions for which we are currently under examination include Germany, India, Israel, and Taiwan for fiscal years 2005 through 2023.


NVDA Capital Return Program

In August 2023, our Board of Directors approved an increase to our share repurchase program of an additional $25.0 billion, without expiration. During fiscal year 2024, we repurchased 21 million shares of our common stock for $9.7 billion. As of January 28, 2024, we were authorized, subject to certain specifications, to repurchase additional shares of our common stock up to $22.5 billion. From January 29, 2024 through February 16, 2024, we repurchased 2.8 million shares for $1.9 billion pursuant to a Rule 10b5-1 trading plan. Our share repurchase program aims to offset dilution from shares issued to employees. We may pursue additional share repurchases as we weigh market factors and other investment opportunities.


NVDA Capital Return Program

During fiscal years 2024, 2023, and 2022, we paid $395 million, $398 million, and $399 million in cash dividends to our shareholders, respectively. Our cash dividend program and the payment of future cash dividends under that program are subject to our Board of Directors' continuing determination that the dividend program and the declaration of dividends thereunder are in the best interests of our shareholders.


NVDA Capital Return Program

In fiscal year 2022, we retired our existing 349 million treasury shares. These shares assumed the status of authorized and unissued shares upon retirement. The excess of repurchase price over par value was allocated between additional paid-in capital and retained earnings, resulting in a reduction in additional paid-in capital by $20 million and retained earnings by $12.0 billion. Any future repurchased shares will assume the status of authorized and unissued shares.


NVDA Note 16 - Employee Retirement Plans

We provide tax-qualified defined contribution plans to eligible employees in the U.S. and certain other countries. Our contribution expense for fiscal years 2024, 2023, and 2022 was $255 million, $227 million, and $168 million, respectively.


NVDA Note 17 - Segment Information

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


NVDA Note 17 - Segment Information

The Compute & Networking segment includes our Data Center accelerated computing platform; networking; automotive artificial intelligence, or AI, Cockpit, autonomous driving development agreements, and autonomous vehicle solutions; electric vehicle computing platforms; Jetson for robotics and other embedded platforms; NVIDIA AI Enterprise and other software; and DGX Cloud.


NVDA Note 17 - Segment Information

The Graphics segment includes GeForce GPUs for gaming and PCs, the GeForce NOW game streaming service and related infrastructure, and solutions for gaming platforms; Quadro/NVIDIA RTX GPUs for enterprise workstation graphics; virtual GPU software for cloud-based visual and virtual computing; automotive platforms for infotainment systems; and Omniverse Enterprise software for building and operating 3D internet applications.


NVDA Note 17 - Segment Information

Operating results by segment include costs or expenses that are directly attributable to each segment, and costs or expenses that are leveraged across our unified architecture and therefore allocated between our two segments.


NVDA Note 17 - Segment Information

The “All Other” category includes the expenses that our CODM does not assign to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. The expenses include stock-based compensation expense, corporate infrastructure and support costs, acquisition-related and other costs, intellectual property related, or IP-related costs, acquisition termination cost, and other non-recurring charges and benefits that our CODM deems to be enterprise in nature.


NVDA Note 17 - Segment Information

Our CODM does not review any information regarding total assets on a reportable segment basis. Depreciation and amortization expense directly attributable to each reportable segment is included in operating results for each segment. However, our CODM does not evaluate depreciation and amortization expense by operating segment and, therefore, it is not separately presented. There is no intersegment revenue. The accounting policies for segment reporting are the same as for our consolidated financial statements. The table below presents details of our reportable segments and the “All Other” category. ####Compute & Networking####Graphics######All Other####Consolidated ##########(In millions)######## Year Ended Jan 28, 2024:################## Revenue##$##47,405##$##13,517####$##—##$##60,922 Operating income (loss)##$##32,016##$##5,846####$##(4,890)##$##32,972 Year Ended Jan 29, 2023:################## Revenue##$##15,068##$##11,906####$##—##$##26,974 Operating income (loss)##$##5,083##$##4,552####$##(5,411)##$##4,224 Year Ended Jan 30, 2022:################## Revenue##$##11,046##$##15,868####$##—##$##26,914 Operating income (loss)##$##4,598##$##8,492####$##(3,049)##$##10,041


########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 ########(In millions)#### Reconciling items included in "All Other" category:############ Stock-based compensation expense##$##(3,549)##$##(2,710)##$##(2,004) Unallocated cost of revenue and operating expenses####(728)####(595)####(399) Acquisition-related and other costs####(583)####(674)####(636) IP-related and legal settlement costs####(40)####(23)####(10) Restructuring costs and other####—####(54)####— Acquisition termination cost####—####(1,353)####— Other####10####(2)####— Total##$##(4,890)##$##(5,411)##$##(3,049)


Revenue by geographic areas is designated based upon the billing location of the customer. End customer location may be different than our customer’s billing location. Revenue by geographic areas was as follows: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Revenue:########(In millions)#### United States##$##26,966##$##8,292##$##4,349 Taiwan####13,405####6,986####8,544 China (including Hong Kong)####10,306####5,785####7,111 Other countries####10,245####5,911####6,910 Total revenue##$##60,922##$##26,974##$##26,914


Revenue from sales to customers outside of the United States accounted for 56%, 69%, and 84% of total revenue for fiscal years 2024, 2023, and 2022, respectively. The increase in revenue to the United States for fiscal year 2024 was primarily due to higher U.S.-based Compute & Networking segment demand.


Sales to one customer represented 13% of total revenue for fiscal year 2024, which was attributable to the Compute & Networking segment. No customer represented 10% or more of total revenue for fiscal years 2023 and 2022.


The following table summarizes information pertaining to our revenue by each of the specialized markets we serve: ########Year Ended#### ####Jan 28, 2024####Jan 29, 2023####Jan 30, 2022 Revenue:########(In millions)#### Data Center##$##47,525##$##15,005##$##10,613 Gaming####10,447####9,067####12,462 Professional Visualization####1,553####1,544####2,111 Automotive####1,091####903####566 OEM and Other####306####455####1,162 Total revenue##$##60,922##$##26,974##$##26,914


The following table presents summarized information for long-lived assets by country. Long-lived assets consist of property and equipment and exclude other assets, operating lease assets, goodwill, and intangible assets. ####Jan 28, 2024######Jan 29, 2023 Long-lived assets:######(In millions)#### United States##$##2,595####$##2,587 Taiwan####773######702 Israel####325######283 Other countries####221######235 Total long-lived assets##$##3,914####$##3,807


NVDA Schedule II – Valuation and Qualifying Accounts

Description####Balance at Beginning of Period####Additions######Deductions######Balance at End of Period ##########(In millions)########## Fiscal year 2024#################### Allowance for doubtful accounts##$##4##$##—##(1)##$##—##(1)##$##4 Sales return allowance##$##26##$##213##(2)##$##(130)##(4)##$##109 Deferred tax valuation allowance##$##1,484##$##162##(3)##$##(94)##(3)##$##1,552 Fiscal year 2023#################### Allowance for doubtful accounts##$##4##$##—##(1)##$##—##(1)##$##4 Sales return allowance##$##13##$##104##(2)##$##(91)##(4)##$##26 Deferred tax valuation allowance##$##907##$##577##(3)##$##—####$##1,484 Fiscal year 2022#################### Allowance for doubtful accounts##$##4##$##—##(1)##$##—##(1)##$##4 Sales return allowance##$##17##$##19##(2)##$##(23)##(4)##$##13 Deferred tax valuation allowance##$##728##$##179##(3)##$##—####$##907


(1)Additions represent either expense or acquired balances and deductions represent write-offs.


(2)Additions represent estimated product returns charged as a reduction to revenue or an acquired balance.


(3)Additional valuation allowance on deferred tax assets not likely to be realized. Additions represent additional valuation allowance on capital loss carryforwards, and certain state and other deferred tax assets. Deductions represent the release of valuation allowance on certain state deferred tax assets. Refer to Note 14 of the Notes to the Consolidated Financial Statements in Part IV, Item 15 of this Annual Report on Form 10-K for additional information.


(4)Represents sales returns.


NVDA Exhibit Index

######Incorporated by Reference## Exhibit No.##Exhibit Description##Schedule/Form####Exhibit 2.1##Agreement and Plan of Merger, dated March 10, 2019, by and among NVIDIA Corporation, NVIDIA International Holdings Inc., Mellanox Technologies Ltd. and Teal Barvaz Ltd.##8-K####2.1 2.2^##Share Purchase Agreement, dated September 13, 2020, by and among NVIDIA, NVIDIA Holdings, Arm, SoftBank, and Vision Fund##8-K####2.1 3.1##Restated Certificate of Incorporation##10-K####3.1 3.2##Amendment to Restated Certificate of Incorporation of NVIDIA Corporation##8-K####3.1 3.3##Bylaws of NVIDIA Corporation, Amended and Restated as of March 2, 2023##8-K####3.1 4.1##Reference is made to Exhibits 3.1, 3.2 and 3.3###### 4.2##Specimen Stock Certificate##S-1/A####4.2 4.3##Indenture, dated as of September 16, 2016, by and between the Company and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as Trustee##8-K####4.1 4.4##Officers’ Certificate, dated as of September 16, 2016##8-K####4.2 4.5##Form of 2026 Note##8-K####Annex B-1 to Exhibit 4.2 4.6##Description of Securities##10-K####4.6 4.7##Officers’ Certificate, dated as of March 31, 2020##8-K####4.2 4.8##Form of 2030 Note##8-K####Annex A-1 to Exhibit 4.2 4.9##Form of 2040 Note##8-K####Annex B-1 to Exhibit 4.2 4.10##Form of 2050 Note##8-K####Annex C-1 to Exhibit 4.2 4.11##Form of 2060 Note##8-K####Annex D-1 to Exhibit 4.2 4.12##Officers' Certificate, dated as of June 16, 2021##8-K####4.2 4.13##Form of 2023 Note##8-K####Annex A-1 to Exhibit 4.2 4.14##Form of 2024 Note##8-K####Annex B-1 to Exhibit 4.2 4.15##Form of 2028 Note##8-K####Annex C-1 to Exhibit 4.2 4.16##Form of 2031 Note##8-K####Annex D-1 to Exhibit 4.2 10.1##Form of Indemnity Agreement between NVIDIA Corporation and each of its directors and officers##8-K####10.1 10.2+##Amended and Restated 2007 Equity Incentive Plan##10-K####10.2 10.3+##Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Deferred Restricted Stock Unit Grant Notice and Deferred Restricted Stock Unit Agreement (2016)##10-K####10.26 10.4+##Amended and Restated 2007 Equity Incentive Plan - Non-Employee Director Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement (2016)##10-K####10.27 10.5+##Amended and Restated 2007 Equity Incentive Plan - Global Performance-Based Restricted Stock Unit Grant Notice and Performance-Based Restricted Stock Unit Agreement (2019)##8-K####10.1 10.6+##Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2020)##10-Q####10.2 10.7+##Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2021)##10-Q####10.2 10.8+##Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2022)##10-K####10.16 10.9+##Amended and Restated 2007 Equity Incentive Plan – Global Restricted Stock Unit Grant Notice and Global Restricted Stock Unit Agreement (2023)##10-K####10.14 10.10+##Amended and Restated 2012 Employee Stock Purchase Plan##10-Q####10.2 10.11+##Variable Compensation Plan - Fiscal Year 2023##8-K####10.1 10.12+##Variable Compensation Plan - Fiscal Year 2024##8-K####10.1 10.13##Form of Commercial Paper Dealer Agreement between NVIDIA Corporation, as Issuer, and the Dealer party thereto##8-K####10.1 21.1*######Subsidiaries of Registrant## 23.1*######Consent of PricewaterhouseCoopers LLP## 24.1*######Power of Attorney (included in signature page)## 31.1*######Certification of Chief Executive Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934## 31.2*######Certification of Chief Financial Officer as required by Rule 13a-14(a) of the Securities Exchange Act of 1934## 32.1#*######Certification of Chief Executive Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934## 32.2#*######Certification of Chief Financial Officer as required by Rule 13a-14(b) of the Securities Exchange Act of 1934## 97.1+*######Compensation Recovery Policy, as amended and restated November 30, 2023## 101.INS*######XBRL Instance Document## 101.SCH*######XBRL Taxonomy Extension Schema Document## 101.CAL*######XBRL Taxonomy Extension Calculation Linkbase Document## 101.DEF*######XBRL Taxonomy Extension Definition Linkbase Document## 101.LAB*######XBRL Taxonomy Extension Labels Linkbase Document## 101.PRE*######XBRL Taxonomy Extension Presentation Linkbase Document## 104######Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document##


NVDA Exhibit Index

*  Filed herewith.


NVDA Exhibit Index

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


NVDA Exhibit Index

^ Certain exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5).


NVDA Exhibit Index

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


NVDA Exhibit Index

Investor Relations: NVIDIA Corporation, 2788 San Tomas Expressway, Santa Clara, CA 95051


NVDA Form 10-K Summary

Not Applicable.


NVDA Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 21, 2024. ##NVIDIA Corporation## By:####/s/ Jen-Hsun Huang ####Jen-Hsun Huang ####President and Chief Executive Officer


NVDA Power of Attorney

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jen-Hsun Huang and Colette M. Kress, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-facts and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitutes, may lawfully do or cause to be done by virtue hereof.


NVDA Power of Attorney

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature##Title##Date /s/ JEN-HSUN HUANG##President, Chief Executive Officer and Director (Principal Executive Officer)##February 21, 2024 Jen-Hsun Huang#### /s/ COLETTE M. KRESS##Executive Vice President and Chief Financial Officer (Principal Financial Officer)##February 21, 2024 Colette M. Kress#### /s/ DONALD ROBERTSON##Vice President and Chief Accounting Officer (Principal Accounting Officer)##February 21, 2024 Donald Robertson#### /s/ ROBERT BURGESS##Director##February 21, 2024 Robert Burgess#### /s/ TENCH COXE##Director##February 21, 2024 Tench Coxe#### /s/ JOHN O. DABIRI##Director##February 21, 2024 John O. Dabiri#### /s/ PERSIS DRELL##Director##February 21, 2024 Persis Drell#### /s/ DAWN HUDSON##Director##February 21, 2024 Dawn Hudson#### /s/ HARVEY C. JONES##Director##February 21, 2024 Harvey C. Jones#### /s/ MELISSA B. LORA##Director##February 21, 2024 Melissa B. Lora#### /s/ MICHAEL MCCAFFERY##Director##February 21, 2024 Michael McCaffery#### /s/ STEPHEN C. NEAL##Director##February 21, 2024 Stephen C. Neal#### /s/ MARK L. PERRY##Director##February 21, 2024 Mark L. Perry#### /s/ A. BROOKE SEAWELL##Director##February 21, 2024 A. Brooke Seawell#### /s/ AARTI SHAH##Director##February 21, 2024 Aarti Shah#### /s/ MARK STEVENS##Director##February 21, 2024 Mark Stevens####


ORCL Business

Oracle provides products and services that address enterprise information technology (IT) needs. Our products and services include enterprise applications and infrastructure offerings that are delivered worldwide through a variety of flexible and interoperable IT deployment models. These models include on-premise, cloud-based and hybrid deployments (an approach that combines both on-premise and cloud-based deployments), such as Oracle Exadata Cloud@Customer and Dedicated Region offerings (instances of Oracle Cloud in a customer’s own data center) and multicloud options that enable customers to use Oracle Cloud in conjunction with other public clouds. Accordingly, we offer choice and flexibility to our customers and facilitate the product, service and deployment combinations that best suit our customers’ needs. Our customers include businesses of many sizes, government agencies, educational institutions and resellers that we market and sell to directly through our worldwide sales force or indirectly through the Oracle Partner Network. Using Oracle technologies, our customers build, deploy, run, manage and support their internal and external products, services and business operations, including, for example, an artificial intelligence (AI) product company that uses Oracle Cloud Infrastructure (OCI) to build and serve generative AI models; a global technology company that uses OCI to power its logistics and mobile application offerings; a multinational financial institution that runs its banking applications using Oracle Exadata Cloud@Customer; and a global consumer products company that leverages Oracle Fusion Cloud Enterprise Resource Planning (ERP) for its accounting processes, risk management, supply chain and financial planning functions.


ORCL Business

Oracle SaaS and OCI (collectively Oracle Cloud Services) offerings provide comprehensive and integrated applications and infrastructure services enabling our customers to choose the best option that meets their specific business needs. Oracle Cloud Services integrate the IT components, including software, hardware and services, in a cloud-based IT environment that Oracle deploys, manages, supports and upgrades for customers and that customers may access utilizing common web browsers via a broad spectrum of devices.


ORCL Business

Oracle Cloud Services are designed to be rapidly deployable to enable customers shorter time to innovation; intuitive for casual and experienced users; easily maintainable to reduce upgrade, integration and testing work; connectable among differing deployment models to enable interoperability and extensibility to easily move workloads among the Oracle Cloud and other IT and cloud environments; cost-effective by lowering upfront customer investments and implementing usage-based resource consumption costs; and highly secure, standards-based and reliable.


ORCL Business

Oracle cloud license and on-premise license deployment offerings include Oracle Applications, Oracle Database and Oracle Middleware software offerings, among others, which customers deploy using IT infrastructure from the Oracle Cloud or their own cloud-based or on-premise IT environments. Substantially all customers opt to purchase license support contracts when they purchase an Oracle license.


ORCL Business

Oracle hardware products include Oracle Engineered Systems, servers, storage and industry-specific products, among others. Customers generally opt to purchase hardware support contracts when they purchase Oracle hardware products.


ORCL Business

Oracle also offers professional services to assist our customers and partners to maximize the performance of their investments in Oracle products and services.


ORCL Business

Providing choice and flexibility to Oracle customers as to when and how they deploy Oracle applications and infrastructure technologies is an important element of our corporate strategy. We believe that offering customers broad, comprehensive, flexible and interoperable deployment models for Oracle applications and infrastructure technologies is important to our growth strategy and better addresses customer needs relative to our competitors, many of whom provide fewer offerings, more restrictive deployment models and less flexibility for a customer’s transition to cloud-based IT environments.


ORCL Business

Our investments in, and innovation with respect to, Oracle products and services that we offer through our three businesses (cloud and license, hardware and services businesses, described further below) are another important element of our corporate strategy. In fiscal 2024, 2023 and 2022, we invested $8.9 billion, $8.6 billion and $7.2 billion, respectively, in research and development to enhance our existing portfolio of offerings and to develop new technologies and services. We have a deep understanding as to how applications and infrastructure technologies


ORCL Index to Financial Statements

interact and function with one another, including through the use of OCI to power our Oracle Cloud SaaS applications, which we and our customers use to run internal business processes. We focus our development efforts on improving the performance, security, reliability, operation, integration and cost-effectiveness of our offerings relative to our competitors; facilitating the ease with which organizations are able to deploy, use, manage and maintain our offerings; and incorporating emerging technologies such as AI within our offerings to enable leaner business processes, automation and innovation. For example, our Oracle Autonomous Database is designed to deliver transformational infrastructure as an OCI offering that uses machine learning capabilities to automate many traditionally manual functions.


ORCL Index to Financial Statements

After an initial purchase of Oracle products and services, our customers can continue to benefit from our offerings, research and development efforts and deep IT expertise by electing to purchase and renew Oracle support offerings for their license and hardware deployments, which may include product enhancements that we periodically deliver to our products, and by renewing their Oracle Cloud Services contracts with us.


ORCL Index to Financial Statements

Our selective and active acquisition program is another important element of our corporate strategy. We believe that our acquisitions enhance the products and services that we can offer to customers, expand our customer base, provide greater scale to accelerate innovation, grow our revenues and earnings and increase stockholder value. We have invested billions of dollars over time to acquire a number of companies, products, services and technologies that add to, are complementary to, or have otherwise enhanced our existing offerings. We expect to continue to acquire companies, products, services and technologies to further our corporate strategy.


ORCL Index to Financial Statements

We have three businesses: cloud and license; hardware; and services. Each business is comprised of a single operating segment. Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 14 of Notes to Consolidated Financial Statements, both included elsewhere in this Annual Report, provide additional information related to our businesses and operating segments.


ORCL Index to Financial Statements

Oracle Corporation was incorporated in 2005 as a Delaware corporation and is the successor to operations originally begun in June 1977.


ORCL Oracle Applications and Infrastructure Technologies

Oracle’s comprehensive portfolio of applications and infrastructure technologies is designed to address an organization’s IT environment needs, including business process, infrastructure and applications development requirements, among others. Oracle technologies are based upon industry standards and are designed to be enterprise-grade, reliable, scalable and secure. Oracle applications and infrastructure technologies, including database and middleware software as well as enterprise applications, virtualization, clustering, large-scale systems management and related infrastructure products and services, are the building blocks of Oracle Cloud Services, our partners’ cloud services and our customers’ cloud IT environments. Oracle applications and infrastructure offerings are marketed and sold through our cloud and license and hardware businesses, and are delivered through the Oracle Cloud or through other IT deployment models, including cloud-based, hybrid and on-premise deployments.


We believe that our Oracle Cloud Services offerings are opportunities for us to continue to expand our cloud and license business. We believe that our customers increasingly recognize the value of access to the latest versions of Oracle cloud-based applications and infrastructure capabilities via a lower cost, rapidly deployable, flexible and interoperable services model that Oracle provisions, manages, upgrades and maintains on our customers’ behalf. We believe that we can market and sell our Oracle Cloud Services offerings together to help new and existing customers migrate their extensive installed base of on-premise and cloud-based applications and infrastructure technologies to the Oracle Cloud and we believe we are in the early stages of what we expect will be a material migration of our existing Oracle customer base from on-premise applications and infrastructure products and services to the Oracle Cloud. In addition, we also believe we can market our Oracle Cloud Services offerings to a broader ecosystem of small and medium-sized businesses, non-IT lines of business purchasers, developers and partners due to the highly available, intuitive design, ease of access, low touch and low cost characteristics of the Oracle Cloud.


In recent periods, customer demand for our applications and infrastructure technologies delivered through our Oracle Cloud deployment models has increased. To address customer demand and enable customer choice, we have


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introduced certain programs for customers to pivot their applications and infrastructure licenses and license support contracts to the Oracle Cloud for new deployments and to migrate to and expand with the Oracle Cloud for their existing workloads. The proportion of our cloud services revenues relative to our total revenues has increased and our cloud services revenues represented 37%, 32% and 25% of our total revenues during fiscal 2024, 2023 and 2022, respectively. We expect these trends to continue.


ORCL Oracle Applications Technologies

Oracle applications technologies are marketed, sold, delivered and supported through our cloud and license business. Our applications cloud services and license support revenues represented 46%, 47% and 42% of our total cloud services and license support revenues during fiscal 2024, 2023 and 2022, respectively. Oracle applications offerings include our Oracle Cloud SaaS offerings, which are available for customers as a subscription, and Oracle applications license offerings, which are available for customers to purchase for use within the Oracle Cloud and other cloud-based and on-premise IT environments, and include the option to purchase related license support. Regardless of the deployment model selected, our applications technologies are designed to reduce the risk, cost and complexity of our customers’ IT infrastructures, while supporting customer choice with flexible deployment models that readily enable performance, agility, compatibility and extendibility. Our applications technologies are generally designed using industry standard architectures to manage and automate core business functions across the enterprise, as well as to help customers differentiate and innovate in those processes unique to their industries or organizations. We offer applications that are deployable to meet several business automation requirements across a broad range of industries. We also offer industry-specific applications, which provide solutions to customers in the automotive, communications, construction and engineering, consumer packaged goods, energy and water, financial services, food and beverage, government and education, healthcare, high technology, hospitality, industrial manufacturing, life sciences, media and entertainment, oil and gas, professional services, public safety, retail, travel and transportation and wholesale distribution industries, among others.


ORCL Oracle Cloud Software-as-a-Service (SaaS)

Oracle’s broad spectrum of Oracle Cloud SaaS offerings provides customers a choice of software applications that are delivered via a cloud-based IT environment that we deploy, manage, upgrade and support and that customers purchase by entering into a subscription agreement with us for a stated period. Customers access Oracle Cloud SaaS offerings utilizing common web browsers via a broad spectrum of devices. Our SaaS offerings are built upon open industry standards such as SQL, Java and HTML5 for easier application accessibility, integration and development. Our SaaS offerings represent an industry leading business innovation platform leveraging OCI and include a broad suite of modular, next-generation cloud software applications spanning all core business functions, including, among others: •Oracle Fusion Cloud ERP, which is designed to be a complete and integrated ERP solution to help organizations improve decision making and workforce productivity, and to optimize back-office operations by utilizing a single data and security model with a common user interface; •Oracle Fusion Cloud Enterprise Performance Management (EPM), which is designed to analyze financial performance, drive accurate and agile financial plans, optimize the financial close and consolidation process, streamline account reconciliation and satisfy an organization’s reporting requirements; •Oracle Fusion Cloud Supply Chain and Manufacturing Management (SCM), which is designed to help organizations create, optimize and digitize their supply chains; •Oracle Fusion Cloud Human Capital Management (HCM), which is designed to help organizations find, develop and retain their talent, enable collaboration, provide workforce insights, improve business process efficiency and enable users to connect to an integrated suite of HCM applications from a broad range of devices; •Oracle Fusion Sales, Service and Marketing, which are modules that are designed to be complete and integrated solutions to help organizations deliver consistent and personalized customer experiences across their customer channels, touch points and interactions;


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•NetSuite Applications Suite, which is generally marketed to small to medium-sized organizations and is designed to be a unified, cloud-based applications suite to run a company’s entire business and includes financials and ERP, customer relationship management, human resources, professional services and commerce, among others; and •Oracle Cerner healthcare applications, which are designed to enable medical professionals to deliver better healthcare to individual patients and communities.


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In addition, we offer several cloud-based industry solutions to address specific customer needs within certain industries including communications, construction and engineering, education, financial services, government, healthcare, hospitality, manufacturing and retail, among others.


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Customers, partners and other interested parties may elect to subscribe to Oracle applications and infrastructure training and certification programs through a variety of online, cloud-based learning subscriptions offered by Oracle University. Learners generally have unlimited access to course content delivered during the subscription period.


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We believe that the comprehensiveness and breadth of our SaaS offerings as a business innovation platform differentiate us from many of our competitors that offer more limited or specialized applications. Our SaaS offerings are designed to support connected business processes in the cloud and are centered on an intuitive and conversational user experience, a responsive, open and flexible business core and a common data model. We believe Oracle Fusion Cloud ERP is a strategic suite of applications that is foundational to facilitating and extracting more business value out of the adoption of other Oracle Cloud SaaS offerings, such as Oracle Fusion Cloud HCM and Oracle Fusion Cloud EPM, as customers realize the value of a common data model that spans across core business applications. We believe our SaaS offerings together remove business boundaries between front- and back-office activities. Our SaaS offerings are designed to deliver a secure data isolation architecture and flexible upgrades; self-service access controls for users; a Service-Oriented Architecture; built-in social, mobile and business insight capabilities (analytics); and a high performance, high availability infrastructure based on OCI. These SaaS capabilities are designed to simplify customer IT environments, reduce time to implement and upgrade, enable agility, reduce risk, provide an intuitive user experience for casual and experienced users and enable customers to focus resources on business growth opportunities. Our SaaS offerings are also designed to natively incorporate advanced technologies such as AI, Internet-of-Things (IoT), machine learning, blockchain, digital assistants and advances in the “human interface” and how users interact with Oracle Cloud SaaS offerings within a business context or to augment human capabilities to enhance productivity.


ORCL Oracle Applications Licenses

Customers have the ability to license Oracle Applications, including Oracle E-Business Suite, PeopleSoft, JD Edwards and Siebel applications, among others, for use within the Oracle Cloud or within their own cloud-based or on-premise IT environments. These licensed applications are designed to manage and automate core business functions across the enterprise, including HCM, ERP, EPM, SCM, Customer Experience and industry-specific applications, as described above, among others.


ORCL Oracle License Support

Oracle license support offerings are marketed and sold as a part of our cloud and license business. We provide customers the option to purchase license support contracts in connection with the purchase of Oracle Applications licenses. Substantially all of our customers opt to purchase license support contracts when they purchase Oracle applications and infrastructure licenses to run within the Oracle Cloud or other cloud-based and on-premise IT environments. We believe our license support offerings protect and enhance our customers’ investments in Oracle applications and infrastructure technologies because they provide proactive and personalized support services (including Oracle Lifetime Support) and unspecified license enhancements and upgrades during the term of the support period. Substantially all license support customers renew their support contracts with us upon expiration in order to continue to benefit from technical support services and the periodic issuance of unspecified updates and enhancements, which current license support customers are entitled to receive. Our license support contracts are


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generally priced as a percentage of the net fees paid by the customer to purchase the license, are typically one year in duration and are generally billed to the customer annually in advance.


ORCL Oracle Infrastructure Technologies

Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business and through our hardware business. Our infrastructure technologies are designed to be flexible, cost-effective, standards-based, secure and highly-performant to facilitate the development, deployment, integration, management and extension across an organization’s cloud-based, on-premise and hybrid IT environments.


ORCL Oracle Infrastructure Technologies

Our cloud and license business’ infrastructure technologies include the Oracle Database and MySQL Database, the world’s most popular database management systems; Java, the computer industry’s most widely-used language by professional software developers; and middleware, including development tools, among others. These infrastructure technologies are available through a subscription to our OCI offerings or through the purchase of a license and related license support, at the customer’s option, to run within the Oracle Cloud as a part of a customer’s cloud based, on-premise or other IT environments. Our OCI offerings also include cloud-based compute, storage and networking capabilities, application development and cloud native services, among others, and new and innovative services such as AI Infrastructure offerings and emerging technologies such as generative AI, IoT and blockchain.


ORCL Oracle Infrastructure Technologies

Our hardware business’ infrastructure technologies consist of hardware products and certain unique hardware-related software offerings, including Oracle Engineered Systems, enterprise servers, storage solutions, industry-specific hardware, virtualization software, operating systems, management software and related hardware support services. Our customers use Oracle hardware products and related offerings in their cloud-based, on-premise or hybrid environments to run their internal business operations and to deliver products and services to their customers.


ORCL Oracle Infrastructure Technologies

We design our infrastructure technologies to work in our customers’ on-premise IT environments that may include other Oracle or non-Oracle hardware or software components. Our flexible and open approach also provides Oracle customers with a choice as to how they can utilize and deploy Oracle infrastructure technologies: through the use of Oracle Cloud offerings; on-premise in our customers’ data centers; or a hybrid combination of these two deployment models, such as in the Oracle Exadata Cloud@Customer deployment models (described further below). We focus on the operation and integration of Oracle infrastructure technologies to make them easier to deploy, extend, interconnect, manage and maintain for our customers and to improve computing performance relative to our competitors’ offerings. For example, the Oracle Exadata Database Machine integrates multiple Oracle technology components to work together to deliver improved performance, availability, scalability, security and operational efficiency of Oracle Database workloads relative to our competitors’ products.


ORCL Oracle Infrastructure Technologies – Cloud and License Business Offerings

Oracle infrastructure technologies are marketed, sold and delivered through our cloud and license business. Our infrastructure cloud services and license support revenues represented 54%, 53% and 58% of our total cloud services and license support revenues during fiscal 2024, 2023 and 2022, respectively.


ORCL Oracle Cloud Infrastructure (OCI)

OCI offerings are based upon Oracle’s Next-Generation Cloud Infrastructure and are designed to deliver our infrastructure technologies, including compute, storage and networking services, as a service. OCI offerings include our Oracle Autonomous Database offerings, among others, that Oracle runs, manages, upgrades and supports on behalf of the customer. We typically charge a prepaid fee that is decremented as the OCI services are consumed by the customer over a stated time period. By utilizing OCI, customers can leverage the Oracle Cloud for enterprise-grade, high performance, scalable, cost-effective and secure infrastructure technologies that are designed to be rapidly deployable and provide real-time elasticity while reducing the amount of time and resources normally consumed by IT processes within on-premise environments. OCI is designed to be differentiated from other cloud vendors to provide better security by separating cloud control code computers from customer compute nodes. Customers use OCI to build and operate new applications ranging from low-code to AI powered cloud-native


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applications, to run new workloads and to move their existing Oracle or non-Oracle workloads to the Oracle Cloud from their on-premise data centers or other cloud-based IT environments, among other uses. We continue to invest in OCI to improve features and performance; to expand the catalog of cloud-based infrastructure tools and services that we provide; to increase the capacity and geographic footprint to deliver these services; to simplify the processes for migrating workloads to the Oracle Cloud; and to provide customers with the ability to run workloads across different IT environments, the Oracle Cloud as well as other third-party clouds in both hybrid and multicloud deployment models.


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Oracle customers and partners utilize OCI offerings for platform-related services that are based upon the Oracle Database, Java and Oracle Middleware, including open source and other tools for a variety of use cases across data management (including the use of Oracle Autonomous Database and MySQL HeatWave), applications development, integration, content management, analytics, IT management and governance, security and rapidly emerging technologies such as machine learning. OCI AI offerings are designed to be embedded into customer applications for a variety of predictive use cases, including, among others, the servicing of machine parts that are at risk of failing, using generative AI for fault detection on an assembly line, the stocking of retailer store shelves, credit fraud detection and financial modeling to stay within a business’ forecasts.


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Oracle customers and partners also utilize OCI offerings for highly scalable, available and secure compute, storage and networking services. OCI compute services range from virtual machines to graphics processing unit-based offerings to bare metal servers and include options for high I/O workloads and high performance computing. OCI storage offerings include block, file, object and archive storage services. In addition, our OCI offerings include networking, connectivity and edge services that help connect customers’ data centers and third-party clouds, such as Microsoft Azure, with our OCI services for the creation of distributed and multicloud architectures.


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In addition to the full suite of OCI offerings delivered by Oracle public cloud regions across the globe and by our multicloud partnerships, we provide our customers with flexibility by offering certain OCI services within a customer’s own data center, such as: •Oracle Exadata Cloud@Customer, which is designed to enable customers to run Oracle Autonomous Database and Oracle Database securely in their own data centers behind their firewalls while having the services managed by Oracle; •OCI Dedicated Region, which is designed to enable customers to bring a self-contained OCI instance into their data centers while accessing a substantial portfolio of OCI and Oracle Cloud SaaS offerings; •OCI Sovereign Cloud, which is designed to enable customers to utilize OCI services while addressing customer latency requirements and addressing restrictions imposed upon customers that operate in certain regulated industries, entities or jurisdictions. This capability now also allows us to offer sovereign AI to customers who want the latest in AI innovations while operating within their regulatory environments; •Oracle Alloy, which is engineered to enable partners to control the commercial and customer experience to address their specific market needs for cloud services; and •Oracle Roving Edge Infrastructure, which is designed to enable customers to access cloud computing and storage services at the edge of networks and in generally disconnected locations in order to accelerate deployment of cloud workloads outside of the data center.


ORCL Oracle Autonomous Database

Oracle Autonomous Database is designed to deliver performance and scale for enterprise database workloads with automated database operations and policy- and machine learning-driven optimization by combining certain Oracle infrastructure technologies, including the Oracle Database, OCI, Oracle Exadata, and native machine learning capabilities, among others. Oracle Autonomous Database is designed to be self-driving, automating routine database administration tasks, including maintenance, tuning, patching, scaling, security and backup. Oracle Autonomous Database is engineered to lower labor costs and reduce human error while using machine learning-driven diagnostics for fault prediction and error handling and is also engineered to provide automatic threat detection and remediation. Oracle Autonomous Database is designed to enable on-demand, automatic scaling of database resources combined with consumption-based pricing in order to help organizations lower costs by paying only for resources used. The integration of Oracle Autonomous Database with other Oracle Cloud services, such as Java Cloud and the Oracle APEX low-code service, along with open interfaces and integrations, is designed to provide developers with a modern, open platform to develop new and innovative cloud native applications.


ORCL Oracle Autonomous Database

For analytics workloads, Oracle Autonomous Database is designed to provide customers with easy-to-use analytics tools and machine learning capabilities that are accelerated using Oracle Exadata’s scale-out infrastructure and work with Oracle Analytics Cloud and third-party analytics tools. We believe Oracle Autonomous Database’s built-in developer capabilities and automation will enable organizations to: •quickly deploy new data marts and data warehouses; •move existing ones to the cloud; and •create data lake houses.


ORCL Oracle Autonomous Database

All of these capabilities are designed to enable organizations to gain new insights into customer behavior, more accurately anticipate future demand, align workforce deployment with business activity forecasts and accelerate the pace of operations, among other benefits. For transaction processing workloads, Oracle Autonomous Database is designed to enable organizations to safely run a mix of high-performance transactions of ranging complexity. It is also designed to enable organizations to efficiently support dynamic workloads, conduct real-time analysis of transactional data and lower administration costs. Oracle Autonomous Database is available on OCI for shared or dedicated deployments and on-premise with Oracle Exadata Cloud@Customer and OCI Dedicated Region.


ORCL Oracle MySQL HeatWave

In addition to the Oracle Database on OCI and Oracle Autonomous Database, we offer a portfolio of specialized databases to address specific customer requirements, including MySQL, the world’s most popular open source database, as a cloud service with Oracle MySQL HeatWave, as an on-premise offering or on other public cloud services. Oracle MySQL HeatWave combines transactions, real-time analytics, machine learning and generative AI in one managed cloud service.


ORCL Oracle Database Licenses

Oracle Database is the world’s most popular enterprise database and is designed to enable reliable and secure storage, retrieval and manipulation of all forms of data. Oracle Database is licensed throughout the world by businesses and organizations of all sizes for a multitude of purposes, including, among others, for use within the Oracle Cloud to deliver our SaaS and OCI offerings; for use as a cloud license by a number of cloud-based vendors as a component of their respective cloud offerings; for packaged and custom applications for transaction processing; and for data warehousing and business intelligence. Oracle Database may be deployed in various IT environments, including Oracle Cloud, Oracle Exadata Cloud@Customer and OCI Dedicated Region environments, other cloud-based IT environments and on-premise data centers, among others. Oracle Database Enterprise Edition is available with a number of optional add-on products to address specific customer requirements. As described above, customers may elect to purchase license support for Oracle Database licenses. We also offer Oracle Database as a cloud service, such as with Oracle Exadata Database Service and Oracle Base Database Service.


ORCL Oracle Middleware Licenses

We license our Oracle Middleware, which is a broad family of integrated application infrastructure software, for use in the Oracle Cloud, other cloud-based environments, on-premise data centers and related IT environments. Oracle Middleware is designed to enable customers to design and integrate Oracle and non-Oracle business applications, automate business processes, scale applications to meet customer demand, simplify security and compliance, manage lifecycles of documents and get actionable, targeted business intelligence. Built with Oracle’s Java technology platform, Oracle Middleware products are designed to be a foundation for custom, packaged and composite applications, thereby simplifying and reducing time-to-deployment. Oracle Middleware is designed to protect customers’ IT investments and work with both Oracle and non-Oracle databases, middleware and applications software through an open architecture and adherence to industry standards. In addition, Oracle Middleware supports multiple development languages and tools, which enables developers to flexibly build once and deploy applications globally across websites, portals and cloud-based applications utilizing a variety of IT environments.


ORCL Oracle Middleware Licenses

Among our other middleware license offerings, we license development tools, such as Oracle WebLogic Server for Java application development, and Oracle Identity Manager, which automates user identity provisioning and allows enterprises to manage the end-to-end lifecycle of user identities across all enterprise resources. Organizations may elect to purchase license support, as described above, for Oracle Middleware licenses. We also offer certain of our middleware capabilities as a part of our OCI offerings.


ORCL Java Licenses

Java is the world’s most popular programming language among professional developers and is used to deliver cloud development and deployment services, microservices, analytics, data management, blockchain, security and continuous integration tools for numerous platforms and technologies, including websites, enterprise and consumer applications, embedded devices and large-scale systems. Java is designed to enable developers to write software on a single platform and run it on many other different platforms, independent of operating system and hardware architecture. Java has been adopted by both independent software vendors (ISVs) that have built their products using Java and by enterprise organizations building custom applications or consuming Java-based ISV products. Oracle is the steward of the Java platform and ecosystem. Customers generally purchase Java offerings through subscriptions that include licenses and support services. Oracle’s Java offerings are used by customers to support their Java deployments and to stay current with the latest security updates and other technology innovations.


ORCL Oracle Infrastructure Technologies – Hardware Business Offerings

Oracle infrastructure technologies are also marketed, sold and delivered through our hardware business, including a broad selection of hardware products and related hardware support services to power cloud-based and on-premise IT environments.


ORCL Oracle Engineered Systems

Oracle Engineered Systems are core to our cloud-based and on-premise data center infrastructure offerings. Oracle Engineered Systems are pre-built products, combining multiple unique Oracle technology components, including database, storage, operating system and management software with server, storage, networking hardware and other technologies. Oracle Engineered Systems are designed to deliver improved performance, scalability, availability, security and operational efficiency relative to our competitors’ products; to be upgraded effectively and efficiently in a non-disruptive manner; and to simplify maintenance cycles and improve security by providing a single solution for patching. For example, Oracle Exadata Database Machine is an integrated platform that is optimized for achieving higher performance, scalability and availability at a lower cost by combining Oracle Database, storage and operating system software with Oracle server, storage and networking hardware. We offer some of our Oracle Engineered Systems, including the Oracle Exadata Database Machine, among others, through flexible deployment options, including on-premise, as a cloud offering in OCI, and as a hybrid cloud offering in customer data centers.


ORCL Oracle Servers

We offer a wide range of Oracle server products that are designed for mission-critical enterprise environments and that are key components of our Oracle Engineered Systems and Oracle Cloud offerings. We have two families of server products: those based on the Oracle SPARC microprocessor, which are designed to be differentiated by their reliability, security and scalability, specifically for UNIX environments; and those using x86 microprocessors. By offering a range of server sizes and microprocessors, customers have the flexibility to choose the types of servers that they believe will be most appropriate and valuable for their IT environments.


ORCL Oracle Storage

Oracle storage products are engineered for cloud, on-premise and hybrid IT environments and designed to securely archive, back up, manage and protect customers’ mission-critical data assets. Oracle storage products combine flash, disk, tape and server technologies with optimized software and unique integrations with the Oracle Database offering greater performance and efficiency and lower total cost relative to our competitors’ storage products. Certain of our storage products provide integration with Oracle Cloud Services for backup and archiving.


ORCL Oracle Industry-Specific Hardware Offerings

We offer hardware products and services designed for certain specific industries, including, among others, our point-of-sale terminals and related hardware that are designed for managing businesses within the food and beverage, hospitality and retail industries; hardware products for the healthcare industry; and hardware products and services for communications networks, including network signaling, routing and policy control and subscriber data management solutions for 5G technology.


ORCL Oracle Operating Systems, Virtualization, Management and Other Hardware-Related Software

We offer a portfolio of operating systems, including Oracle Linux and Oracle Solaris, virtualization software and other hardware-related software. We also offer a range of management technologies and products, including Oracle Enterprise Manager and the Oracle Cloud Observability and Management platform, designed to help customers efficiently operate complex IT environments, including both end users’ and service providers’ cloud environments.


ORCL Oracle Hardware Support

Oracle hardware support offerings provide customers with unspecified software updates for software components that are essential to the functionality of our hardware products such as for Oracle operating systems and firmware. These offerings can also include product repairs, maintenance services and technical support services. We continue to evolve hardware support processes that are intended to proactively identify and solve quality issues. Hardware support contracts are generally priced as a percentage of net hardware products fees.


ORCL Oracle Services

We offer services to help customers and partners maximize the performance of their investments in Oracle applications and infrastructure technologies. We believe that our services are differentiated based on our expertise in Oracle technologies, extensive experience and broad sets of intellectual property and best practices. Our services offerings substantially include, among others: •consulting services, which are designed to help our customers and global system integrator partners more successfully architect and deploy our cloud and license offerings, including IT strategy alignment, enterprise architecture planning and design, implementation, integration, application development, security assessments and ongoing software enhancements and upgrades. We utilize a global, blended delivery model to optimize value for our customers and partners, which involves the use of consultants from local geographies, industry specialists and consultants from our global delivery and solution centers; and •advanced customer services, which are support services provided by Oracle to a customer to enable increased performance and higher availability of a customer’s Oracle products and services.


ORCL Oracle Cloud Operations

Oracle Cloud Operations deliver our Oracle Cloud Services to customers through a secure, reliable, scalable, enterprise grade cloud infrastructure platform managed by Oracle employees within a global network of data centers, which we refer to as the Oracle Cloud. The Oracle Cloud enables secure and isolated cloud-based instances for each of our customers to access the functionality of Oracle Cloud Services via a broad spectrum of devices. Oracle Cloud Operations leverage automated software tools to enable the rapid delivery of the latest cloud technology capabilities to the Oracle Cloud as they become available and provide Oracle customers access to the latest Oracle releases. We have invested in the rapid expansion of the Oracle Cloud by increasing existing data center capacity and adding data centers in new geographic locations to meet current and expected customer demand. We expect this trend will continue.