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FORM 10−K/A NVIDIA CORP − NVDA Filed: November 29, 2006 (period: January 29, 2006) Amendment to a previously filed 10−K Table of Contents Part I Item 1 Business as to Forward−Looking Statements and Available Information ; Part II Item 5 Market for Registrant s Common Equity, Related Stockholder Matters and Issuer Purchas Part IV Item 15 Exhibits and Financial Statement Schedules. Item 1. Business 1 ITEM 1. BUSINESS ITEM 1A. RISK FACTORS ITEM 1B. UNRESOLVED STAFF COMMENTS ITEM 2. PROPERTIES ITEM 3. LEGAL PROCEEDINGS ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS PART II ITEM 5. MARKET FOR REGISTRANT S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF E ITEM 6. SELECTED FINANCIAL DATA ITEM 7. MANAGEMENT S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE ITEM 9A. CONTROLS AND PROCEDURES ITEM 9B. OTHER INFORMATION PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT ITEM 11. EXECUTIVE COMPENSATION ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATT ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES PART IV ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES SIGNATURES EXHIBIT INDEX EX−23.1 (CONSENT OF PRICEWATERHOUSECOOPERS LLP) EX−23.2 (CONSENT OF KPMG LLP) EX−31.1 (RULE 13A−14(A) CERTIFICATION OF CHIEF EXECUTIVE OFFICER) EX−31.2 (RULE 13A−14(A) CERTIFICATION OF CHIEF FINANCIAL OFFICER) EX−32.1 (STATEMENT OF THE CHIEF EXECUTIVE OFFICER UNDER RULE 13A−14(B)) EX−32.2 (STATEMENT OF THE CHIEF FINANCIAL OFFICER UNDER RULE 13A−14(B)) EX−99.1 (NVIDIA CORPORATION AND SUBSIDIARIES SELECTED CONSOLIDATED FINANCIAL DATA) Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10−K/A x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended January 29, 2006 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 0−23985 NVIDIA CORPORATION (Exact name of registrant as specified in its charter) Delaware 94−3177549 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 2701 San Tomas Expressway Santa Clara, California 95050 (408) 486−2000 (Address, including zip code, and telephone number, including area code, of principal executive offices) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $.001 par value per share The NASDAQ Stock Market LLC (NASDAQ Global Market) Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well−known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S−K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10−K or any amendment to this Form 10−K. x Source: NVIDIA CORP, 10−K/A, November 29, 2006 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non−accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b−2 of the Exchange Act. (Check one): x Large accelerated filer ¨ Accelerated filer ¨ Non−accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b−2 of the Act). Yes ¨ No x The aggregate market value of the voting stock held by non−affiliates of the registrant as of July 29, 2005 was approximately $4,226,770,945 (based on the closing sales price of the registrant’s common stock on July 29, 2005). Shares of common stock held by each current executive officer and director and by each person who is known by the registrant to own 5% or more of the outstanding common stock have been excluded from this computation in that such persons may be deemed to be affiliates of the registrant. Share ownership information of certain persons known by the registrant to own greater than 5% of the outstanding common stock for purposes of the preceding calculation is based solely on information on Schedule 13G filed with the Commission and is as of July 29, 2005. This determination of affiliate status is not a conclusive determination for other purposes. The number of shares of common stock outstanding as of March 3, 2006 was 174,485,396. DOCUMENTS INCORPORATED BY REFERENCE The Registrant has incorporated by reference portions of its Proxy Statement for its 2006 Annual Meeting of Stockholders which was filed with the Securities and Exchange Commission on May 12, 2006. Source: NVIDIA CORP, 10−K/A, November 29, 2006 Table of Contents EXPLANATORY NOTE We are amending our Annual Report on Form 10−K for the year ended January 29, 2006 as filed on March 16, 2006, or the Original Filing, to restate our consolidated financial statements for the years ended January 29, 2006, January 30, 2005, and January 25, 2004 and the related disclosures. This amended Annual Report on Form 10−K/A, or Form 10−K/A, also includes the restatement of selected consolidated financial data as of and for the years ended January 29, 2006, January 30, 2005, January 25, 2004, January 26, 2003, and January 27, 2002, and the unaudited quarterly financial data for each of the quarters in the years ended January 29, 2006 and January 30, 2005. The restatement of the Original Filing reflected in this Form 10−K/A includes adjustments arising from the determinations of the Audit Committee of the Board of Directors, or Audit Committee, with the assistance of outside legal counsel, after conducting a review of the Company’s stock option practices covering the time from the Company’s initial public offering in 1999 (fiscal year 2000) through June 2006. For more information on these matters, including a detailed discussion of the effect of the restatement, please refer to Note 2, “Restatement of Consolidated Financial Statements, Audit Committee and Company Findings” of the Notes to Consolidated Financial Statements. As a result of the findings of the Audit Committee, we concluded that we need to amend our Original Filing to restate our consolidated financial statements for the years ended January 29, 2006, January 30, 2005, and January 25, 2004 and the related disclosures. This Form 10−K/A also includes the restatement of selected consolidated financial data as of and for the years ended January 29, 2006, January 30, 2005, January 25, 2004, January 26, 2003, and January 27, 2002, and the unaudited quarterly financial data for each of the quarters in the years ended January 29, 2006 and January 30, 2005. We also concluded that we need to amend our Quarterly Report on Form 10−Q for the quarter ended April 30, 2006, originally filed on May 31, 2006, to restate our condensed consolidated financial statements for the quarters ended April 30, 2006 and May 1, 2005 and the related disclosures. We will also restate the July 31, 2005 financial statements to be included in our Quarterly Report on Form 10−Q for the quarter ended July 30, 2006. We will also restate the October 30, 2005 financial statements with the filing of our October 29, 2006 Form 10−Q; however, Exhibit 99.1 to this Form 10−K/A includes information concerning our unaudited consolidated financial data as of and for the three and nine month periods ended October 30, 2005. We have not amended and we do not intend to amend any of our other previously filed annual reports on Form 10−K or quarterly reports on Form 10−Q for the periods affected by the restatement or adjustments other than the amended Quarterly Report on Form 10−Q/A for the quarter ended April 30, 2006 and this Form 10−K/A for the year ended January 30, 2006. All of the information in this Form 10−K/A is as of January 30, 2006 and does not reflect events occurring after the date of the Original Filing, other than the restatement, or to modify or to update disclosures (including the exhibits to the Original Filing, except for the updated Exhibits 31.1, 31.2, 32.1, and 32.2 described below) affected by subsequent events related to the restatement. For the convenience of the reader, this Form 10−K/A sets forth the Original Filing in its entirety, as amended by and to reflect the restatement. The following sections of this Form 10−K/A were adjusted to reflect the findings of the Audit Committee: Part I — Item 1 — Business as to “Forward−Looking Statements” and “Available Information”; Part I — Item 1A — Risk Factors; Part I — Item 3 — Legal Proceedings; Part II — Item 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; Part II — Item 6 — Selected Consolidated Financial Data; Part II — Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations; Part II — Item 8 — Financial Statements and Supplementary Data; Part II — Item 9A — Controls and Procedures; and Part IV — Item 15 — Exhibits and Financial Statement Schedules.

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