Form 8-K NVIDIA CORP For: Aug 06

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August 6, 2015 4:25 PM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): August 6, 2015

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)



Delaware	0-23985	94-3177549
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

	2701 San Tomas Expressway, Santa Clara, CA	95050
	(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 486-2000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 - Financial Information

Item 2.02 Results of Operations and Financial Condition.

On August 6, 2015, NVIDIA Corporation, or the Company, issued a press release announcing its results for the three and six months ended July 26, 2015. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.

Attached hereto as Exhibit 99.2 and incorporated by reference herein is financial information and commentary by Colette M. Kress, Executive Vice President and Chief Financial Officer of the Company, regarding results of the quarter ended July 26, 2015, or the CFO Commentary. The CFO Commentary will be posted to http://investor.nvidia.com immediately after the filing of this Current Report.

The press release and CFO Commentary are furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information in this Current Report shall not be incorporated by reference in any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

SECTION 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



Exhibit		Description
99.1		Press Release, dated August 6, 2015, entitled “NVIDIA Announces Financial Results for Second Quarter Fiscal 2016"
99.2		CFO Commentary on Second Quarter Fiscal Year 2016 Results

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



		NVIDIA Corporation
Date: August 6, 2015		By: /s/ Colette M. Kress
		Colette M. Kress
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX



Exhibit		Description
99.1		Press Release, dated August 6, 2015, entitled “NVIDIA Announces Financial Results for Second Quarter Fiscal 2016"
99.2		CFO Commentary on Second Quarter Fiscal Year 2016 Results

FOR IMMEDIATE RELEASE:

NVIDIA Announces Financial Results for Second Quarter Fiscal 2016


•	Revenue rose 5 percent to $1.153 billion from $1.103 billion a year earlier


•	Gaming and automotive revenue continued to grow strongly from a year earlier


•	Working with more than 50 companies to use NVIDIA DRIVE PX in their autonomous driving efforts

SANTA CLARA, Calif.-Aug. 6, 2015-NVIDIA (NASDAQ: NVDA) today reported revenue for the second quarter ended July 26, 2015, of $1.153 billion, up 5 percent from $1.103 billion a year earlier, and up marginally from $1.151 billion the previous quarter.

GAAP earnings per diluted share for the quarter were $0.05. This includes a charge of $0.19 per diluted share in connection with the company’s decision to wind down its Icera® modem operations, after a viable buyer failed to emerge. It also includes a charge of $0.02 per diluted share related to the NVIDIA SHIELD™ tablet recall.

Non-GAAP earnings per diluted share were $0.34, up 13 percent from $0.30 a year earlier, and up 3 percent from $0.33 in the previous quarter.

“Our strong performance in a challenging environment reflects NVIDIA’s success in creating specialized visual computing platforms targeted at important growth markets,” said Jen-Hsun Huang, president and chief executive officer of NVIDIA.

“Our gaming platforms continue to be fueled by growth in multiple vectors - new technologies like 4K and VR, blockbuster games with amazing production values, and increasing worldwide fan engagement in e-sports. We’re working with more than 50 companies that are exploring NVIDIA DRIVE to enable self-driving cars. And our GPU-accelerated data center platform continues to make great strides in some of today’s most important computing initiatives - cloud-based virtualization and high performance computing applications like deep learning.

“Visual computing continues to grow in importance, making our growth opportunities more exciting than ever,” he said.

Capital Return

During the second quarter, NVIDIA paid $52 million in cash dividends and $400 million in share repurchases - returning an aggregate of $452 million to shareholders. In the year’s first half, the company returned an aggregate of $551 million to shareholders.

NVIDIA will pay its next quarterly cash dividend of $0.0975 per share on September 11, 2015, to all shareholders of record on August 20, 2015.



GAAP Quarterly Financial Comparison
($ in millions except earnings per share)	Q2 FY16	Q1 FY16	Q2 FY15	Q/Q	Y/Y
Revenue	$1,153	$1,151	$1,103	--	up 5%
Gross margin	55.0%	56.7%	56.1%	down 170 bps	down 110 bps
Operating expenses	$558	$477	$456	up 17%	up 22%
Net income	$26	$134	$128	down 81%	down 80%
Diluted earnings per share	$0.05	$0.24	$0.22	down 79%	down 77%



Non-GAAP Quarterly Financial Comparison
($ in millions except earnings per share)	Q2 FY16	Q1 FY16	Q2 FY15	Q/Q	Y/Y
Revenue	$1,153	$1,151	$1,103	--	up 5%
Gross margin	56.6%	56.9%	56.4%	down 30 bps	up 20 bps
Operating expenses	$421	$425	$412	down 1%	up 2%
Net income	$190	$187	$173	up 2%	up 10%
Diluted earnings per share	$0.34	$0.33	$0.30	up 3%	up 13%

NVIDIA’s outlook for the third quarter of fiscal 2016 is as follows:


•	Revenue is expected to be $1.18 billion, plus or minus two percent.


•	GAAP and non-GAAP gross margins are expected to be 56.2 percent and 56.5 percent, respectively, plus or minus 50 basis points.


•	GAAP operating expenses are expected to be approximately $484 million. Non-GAAP operating expenses are expected to be approximately $435 million.


•	GAAP and non-GAAP tax rates for the third quarter of fiscal 2016 are expected to be 22 percent and 20 percent, respectively, plus or minus one percent.


•	The above GAAP outlook amounts exclude additional restructuring charges, which are expected to be in the range of $15 million to $25 million, in the second half of fiscal 2016.


•	Capital expenditures are expected to be approximately $25 million to $35 million.

Second Quarter Fiscal 2016 Highlights

During the second quarter, NVIDIA achieved progress in each of its platforms.

Gaming:


•	Continued strong demand for GeForce® GTX™ GPUs, driven by advanced new games and growth in competitive e-sports, which now have an estimated 130 million viewers.


•	Unveiled the flagship GeForce GTX 980 Ti GPU, with the power to drive 4K and VR gaming.


•	Increased users of the GeForce Experience™ PC gaming platform to 65 million, from 38 million a year earlier.


•	Launched the NVIDIA SHIELD Android TV device, the most advanced smart TV platform, which connects TVs to a world of entertainment apps and services.

Enterprise Graphics & Virtualization:


•	Continued strong momentum for NVIDIA GRID™ graphics virtualization, which more than tripled its customer base to over 300 enterprises from a year earlier.

HPC & Cloud:


•	Engaged with more than 3,300 companies exploring the use of deep learning in areas such as speech recognition, image analysis and translation capabilities.


•	Shipped cuDNN 3.0, which doubles the performance of deep learning training on GPUs and enables the training of more sophisticated neural networks. cuDNN has been downloaded by more than 9,000 researchers worldwide.

Auto:


•	Working with more than 50 companies to use the NVIDIA DRIVE™ PX platform in their autonomous driving efforts.

CFO Commentary

Commentary on the quarter by Colette Kress, NVIDIA’s executive vice president and chief financial officer, is available at http://investor.nvidia.com/.

Conference Call and Webcast Information

NVIDIA will conduct a conference call with analysts and investors to discuss its second quarter fiscal 2016 financial results and current financial prospects today at 2 p.m. Pacific Time (5 p.m. Eastern Time). To listen to the conference call, dial (303) 223-4372; no password is required. A live webcast (listen-only mode) of the conference call will be accessible at NVIDIA’s investor relations website, http://investor.nvidia.com, and at www.streetevents.com. The webcast will be recorded and available for replay until the company’s conference call to discuss its financial results for its third quarter fiscal 2016.

Non-GAAP Measures

To supplement NVIDIA’s Condensed Consolidated Statements of Income and Condensed Consolidated Balance Sheets presented in accordance with GAAP, the company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other income (expense), net, non-GAAP income tax expense, non-GAAP net income, non-GAAP net income, or earnings, per diluted share, non-GAAP diluted shares, and free cash flow. In order for NVIDIA’s investors to be better able to compare its current results with those of previous periods, the company has shown a reconciliation of GAAP to non-GAAP financial measures. These reconciliations adjust the related GAAP financial measures to exclude stock-based compensation, product warranty charge, acquisition-related costs, restructuring and other charges, gains and losses from non-affiliated investments, interest expense related to amortization of debt discount, and the associated tax impact of these items, where applicable. Weighted average shares used in the non-GAAP diluted net income per share computation includes the anti-dilution impact of the company’s Note Hedge. Free cash flow is calculated as GAAP net cash provided by operating activities less purchases of property and equipment and intangible assets. NVIDIA believes the presentation of its non-GAAP financial measures enhances the user’s overall understanding of the company’s historical financial performance. The presentation of the company’s non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the company’s financial results prepared in accordance with GAAP, and its non-GAAP measures may be different from non-GAAP measures used by other companies.

To Keep Current on NVIDIA:


•	Keep up with the NVIDIA Blog, and follow us on Facebook, Google+, Twitter, LinkedIn and Instagram.


•	View NVIDIA videos on YouTube and images on Flickr.


•	Use the Pulse news reader to subscribe to the NVIDIA Daily News feed.

About NVIDIA

Since 1993, NVIDIA (NASDAQ: NVDA) has pioneered the art and science of visual computing. The company’s technologies are transforming a world of displays into a world of interactive discovery - for everyone from gamers to scientists, and consumers to enterprise customers. More information at http://nvidianews.nvidia.com and http://blogs.nvidia.com.

###

For further information, contact:



Arnab Chanda		Robert Sherbin
Investor Relations		Corporate Communications
NVIDIA Corporation		NVIDIA Corporation
(408) 566-6616		(408) 566-5150
[email protected]		[email protected]

Certain statements in this press release including, but not limited to statements as to: the company’s success in creating specialized visual computing platforms targeted at important growth markets; the company’s gaming platforms being fueled by growth in multiple vectors; increasing worldwide fan engagement in e-sports; the company’s GPU-accelerated datacenter platform making great strides in important computing initiatives; visual computing continuing to grow in importance; the company’s next quarterly cash dividend; the company’s financial outlook for the third quarter of fiscal 2016; the company’s tax rates for the third quarter of fiscal 2016; strong demand for GeForce GTX GPUs; the benefits of GeForce GTX 980Ti; strong momentum for GRID graphics virtualization; and the performance of cuDNN 3.0 are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic conditions; our reliance on third parties to manufacture, assemble, package and test our products; the impact of technological development and competition; development of new products and technologies or enhancements to our existing product and technologies; market acceptance of our products or our partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of our products or technologies when integrated into systems; as well as other factors detailed from time to time in the reports NVIDIA files with the Securities and Exchange Commission, or SEC, including its Form 10-Q for the fiscal period ended April 26, 2015. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

© 2015 NVIDIA Corporation. All rights reserved. NVIDIA, the NVIDIA logo, GeForce, GeForce Experience, GTX, Icera, NVIDIA DRIVE, NVIDIA GRID, and SHIELD are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability, and specifications are subject to change without notice.

NVIDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except per share data)

(Unaudited)



	Three Months Ended						Six Months Ended
	July 26,			July 27,			July 26,			July 27,
	2015			2014			2015			2014

Revenue	$	1,153		$	1,103		$	2,304		$	2,206
Cost of revenue	519			484			1,018			983
Gross profit	634			619			1,286			1,223
Operating expenses
Research and development	320			337			658			672
Sales, general and administrative	149			119			289			237
Restructuring and other charges	89			—			89			—
Total operating expenses	558			456			1,036			909
Operating income	76			163			250			314
Interest income	9			7			18			13
Interest expense	(12		)	(12		)	(22		)	(23		)
Other income (expense), net	(1		)	(3		)	(2		)	14
Income before income tax expense	72			155			244			318
Income tax expense	46			27			84			53
Net income	$	26		$	128		$	160		$	265

Net income per share:
Basic	$	0.05		$	0.23		$	0.29		$	0.47
Diluted	$	0.05		$	0.22		$	0.28		$	0.46

Weighted average shares used in per share computation:
Basic	541			558			545			559
Diluted	556			571			563			571



NVIDIA CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions)
(Unaudited)

		July 26,		January 25,
		2015		2015
ASSETS

Current assets:
	Cash, cash equivalents and marketable securities	$	4,505	$	4,623
	Accounts receivable, net	514		474
	Inventories	441		483
	Prepaid expenses and other current assets	148		133
	Total current assets	5,608		5,713

Property and equipment, net		497		557
Goodwill		618		618
Intangible assets, net		190		222
Other assets		66		91
	Total assets	$	6,979	$	7,201

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
	Accounts payable	$	277	$	293
	Accrued and other current liabilities	659		603
	Total current liabilities	936		896

Long-term debt		1,399		1,384
Other long-term liabilities		447		489
Capital lease obligations, long-term		12		14
Shareholders' equity		4,185		4,418
	Total liabilities and shareholders' equity	$	6,979	$	7,201



NVIDIA CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In millions, except per share data)
(Unaudited)

	Three Months Ended									Six Months Ended
	July 26,			April 26,			July 27,			July 26,			July 27,
	2015			2015			2014			2015			2014

GAAP gross profit	$	634		$	653		$	619		$	1,286		$	1,223
GAAP gross margin	55.0		%	56.7		%	56.1		%	55.8		%	55.5		%
Stock-based compensation expense included in cost of revenue (A)	3			2			3			6			6
Product warranty charge (B)	15			—			—			15			—
Non-GAAP gross profit	$	652		$	655		$	622		$	1,307		$	1,229
Non-GAAP gross margin	56.6		%	56.9		%	56.4		%	56.7		%	55.7		%

GAAP operating expenses	$	558		$	477		$	456		$	1,036		$	909
Stock-based compensation expense included in operating expense (A)	(44		)	(43		)	(35		)	(87		)	(68		)
Acquisition-related costs (C)	(4		)	(9		)	(9		)	(13		)	(19		)
Restructuring and other charges	(89		)	—			—			(89		)	—
Non-GAAP operating expenses	$	421		$	425		$	412		$	847		$	822

GAAP other income (expense), net	$	(4	)	$	(4	)	$	(8	)	$	(6	)	$	4
Gains and losses from non-affiliated investments	—			—			3			—			(14		)
Interest expense related to amortization of debt discount	7			7			7			14			14
Non-GAAP other income, net	$	3		$	3		$	2		$	8		$	4

GAAP net income	$	26		$	134		$	128		$	160		$	265
Total pre-tax impact of non-GAAP adjustments	162			63			57			225			91
Income tax impact of non-GAAP adjustments	2			(10		)	(12		)	(8		)	(17		)
Non-GAAP net income	$	190		$	187		$	173		$	377		$	339

Diluted net income per share
GAAP	$	0.05		$	0.24		$	0.22		$	0.28		$	0.46
Non-GAAP	$	0.34		$	0.33		$	0.30		$	0.68		$	0.59

Weighted average shares used in diluted net income per share computation
GAAP	556			568			571			563			571
Anti-dilution impact from note hedge (D)	(4		)	(6		)	—			(5		)	—
Non-GAAP	552			562			571			558			571



Metrics:
GAAP net cash provided by operating activities	$	163		$	246		$	96		$	409		$	247
Purchase of property and equipment and intangible assets	(24		)	(30		)	(22		)	(54		)	(51		)
Free cash flow	$	139		$	216		$	74		$	355		$	196



(A) Excludes stock-based compensation as follows:
	Three Months Ended						Six Months Ended
	July 26,		April 26,		July 27,		July 26,		July 27,
	2015		2015		2014		2015		2014
Cost of revenue	$	3	$	2	$	3	$	6	$	6
Research and development	$	27	$	27	$	21	$	54	$	42
Sales, general and administrative	$	17	$	16	$	14	$	33	$	26

(B) Represents warranty charge associated with product recall.

(C) Consists of amortization of acquisition-related intangible assets, transaction costs, compensation charges, and other credits related to acquisitions.

(D) Represents the number of shares that would be delivered upon conversion of the currently outstanding 1.00% Convertible Senior Notes Due 2018. Under GAAP, shares delivered in hedge transactions are not considered offsetting shares in the fully diluted share calculation until actually delivered.



NVIDIA CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP OUTLOOK

		Q3 FY2016 Outlook
GAAP gross margin		56.2		%
	Impact of stock-based compensation	0.3		%
Non-GAAP gross margin		56.5		%

		Q3 FY2016 Outlook
		(In millions)

GAAP operating expenses		$	484
	Stock-based compensation expense and acquisition-related costs	(49		)
Non-GAAP operating expenses		$	435

CFO Commentary on Second Quarter Fiscal Year 2016 Results

Q2 FY 2016 Summary



GAAP Quarterly Financial Comparison
($ in millions except earnings per share)	Q2 FY16	Q1 FY16	Q2 FY15	Q/Q	Y/Y
Revenue	$1,153	$1,151	$1,103	--	up 5%
Gross margin	55.0%	56.7%	56.1%	down 170 bps	down 110 bps
Operating expenses	$558	$477	$456	up 17%	up 22%
Net income	$26	$134	$128	down 81%	down 80%
Diluted earnings per share	$0.05	$0.24	$0.22	down 79%	down 77%



Non-GAAP Quarterly Financial Comparison
($ in millions except earnings per share)	Q2 FY16	Q1 FY16	Q2 FY15	Q/Q	Y/Y
Revenue	$1,153	$1,151	$1,103	--	up 5%
Gross margin	56.6%	56.9%	56.4%	down 30 bps	up 20 bps
Operating expenses	$421	$425	$412	down 1%	up 2%
Net income	$190	$187	$173	up 2%	up 10%
Diluted earnings per share	$0.34	$0.33	$0.30	up 3%	up 13%

Revenue



GAAP Quarterly Revenue Comparison
($ in millions)	Q2 FY16	Q1 FY16	Q2 FY15	Q/Q	Y/Y
GPU	$959	$940	$878	up 2%	up 9%
Tegra Processor	128	145	159	down 12%	down 19 %
Other	66	66	66	--	--
Total	$1,153	$1,151	$1,103	--	up 5 %

Second quarter revenue increased 5 percent year over year to $1.15 billion. Growth was driven by GeForce® GTX™ GPUs for gaming.

Revenue in the GPU business grew 9 percent from the second quarter of the prior year. Revenue from GeForce GPUs for gaming grew 51 percent, fueled by continued strength in PC gaming. Growth was particularly strong for our high-end GeForce GTX GPUs which grew significantly from year-ago levels. Revenue from Tesla GPUs for accelerated computing decreased, reflecting variability in project purchasing. Revenue from Quadro® GPUs, which deliver industry leading graphics and rendering performance, declined due to weakness in the overall workstation market. PC OEM GPUs declined year-over-year, reflecting the decline in overall consumer PCs.

Tegra® Processor revenue decreased 19 percent from a year ago, pressured by Tegra OEM smartphones and tablets, partially offset by growth in automotive infotainment systems, development services and SHIELD™ devices.

Total revenue grew slightly sequentially, paced by the GPU business amid record GeForce GTX sales, partially offset by lower Enterprise and HPC/Cloud sales. Tegra Processor sales decreased due to the timing of inventory pulls for automotive infotainment systems and completion of development services.

License revenue from our patent license agreement with Intel remained flat at $66 million.

Gross Margin

GAAP gross margin for the second quarter was 55.0 percent. GAAP gross margins were lower than the previous quarter and a year ago as the strength in GeForce GTX revenue was offset by SHIELD tablet warranty costs. Non-GAAP gross margins of 56.6 percent declined slightly from last quarter due to a lower mix of Enterprise and Tesla® GPUs.

Expenses

GAAP operating expenses for the second quarter were $558 million, including $89 million in restructuring charges and $24 million in legal fees associated with our litigation against Samsung and Qualcomm, and $48 million in stock-based compensation and other. Non-GAAP operating expenses were $421 million, below our outlook of $425 million.

Restructuring and Other

During the quarter, we pursued the sale of Icera®’s technology and operations, as we had indicated we would. Unfortunately, we were unable to identify a viable buyer with genuine interest and, as a result, we began the wind-down of Icera modem operations.

Our GAAP operating expenses included $89 million of restructuring and other charges, consisting of $56 million in severance and benefits, $17 million for the impairment of tax subsidies, $13 million from the termination of lease obligations and write-down of physical assets, and $3 million of other exit costs. Our GAAP income tax expense included a restructuring-related charge of $27 million for the write-down of an Icera deferred tax asset, and a $13 million tax benefit for the restructuring charges in operating expense. In all, our GAAP net income for the second quarter included $103 million in restructuring charges, net of tax.

In the second half of the fiscal year, we expect to incur restructuring charges of $15 million to $25 million.

The Icera wind-down is expected to benefit non-GAAP operating expenses in the second half of the year and, as noted previously, we will carefully invest in our growth initiatives of deep learning, self-driving cars, and gaming. We expect fiscal 2016 non-GAAP operating expenses to be approximately flat with fiscal 2015, excluding litigation costs, which are anticipated to be in the range of $70 million to $90 million as we defend our intellectual property.

Operating Income, OI&E, and Taxes

GAAP operating income for the second quarter was $75 million, compared with $163 million a year earlier. The operating income for the quarter reflects strong revenue growth from GeForce GTX gaming GPUs and the $89 million charge for the wind-down of Icera operations.

Other income and expense, or OI&E, includes interest earned on our cash and investments, interest expense associated with our convertible debt, and other gains and losses. OI&E for the quarter included $12 million of interest expense primarily associated with our convertible debt, $9 million of interest income from our investment portfolio and $1 million of other expense.

For the second quarter, our GAAP effective tax rate was 64 percent, which included the $27 million Icera-related deferred tax asset write off. Our non-GAAP effective tax rate was 19 percent, higher than the 18 percent a year earlier as the U.S. federal R&D tax credit was not reinstated for 2015.

Net Income and EPS

For the second quarter, GAAP net income was $26 million. GAAP earnings per diluted share were $0.05. This includes charges of $0.19 per diluted share in connection with the wind-down of Icera, and $0.02 per diluted share associated with the SHIELD tablet voluntary recall.

Balance Sheet

Cash, cash equivalents and marketable securities at the end of the second quarter were $4.51 billion, compared with $4.79 billion at the end of the prior quarter, reflecting sequential decline in operating cash flow, the quarterly cash dividend and stock repurchases within the quarter.

During the second quarter, we paid $52 million in cash dividends and $400 million associated with an accelerated repurchase agreement. As a result, we returned an aggregate of $452 million to shareholders within the quarter.

Since the restart of our capital return program in the fourth quarter of fiscal 2013, we have returned approximately $4.23 billion to shareholders. This return represents 117 percent of our cumulative free cash flow for fiscal years 2013 through 2016 to date, reflecting the acceleration of our capital return program from cash generated in prior years. We intend to return $800 million to shareholders in fiscal 2016 through quarterly cash dividends and share repurchases. For the first six months of fiscal 2016, we have returned $551 million to shareholders.

Accounts receivable at the end of the quarter was $514 million, up from $455 million in the prior quarter. The sequential increase was primarily due to the timing of shipments throughout the quarter. DSO at quarter-end was 41 days, up from 36 days in the prior quarter and 39 days in the second quarter of fiscal 2015.

Inventory at the end of the quarter was $441 million, up from $438 million in the prior quarter, and up from $387 million a year earlier. DSI at quarter-end was 77 days, down from 80 days in the prior quarter.

Cash flow from operating activities was $163 million, down from $246 million in the prior quarter, and up from $96 million a year earlier. The sequential decrease was primarily due to the decline in net income resulting from the restructuring and product warranty charges we recorded in the second quarter, plus the impact of changes in working capital.

Free cash flow was $139 million in the second quarter, compared with $216 million in the previous quarter and $74 million a year earlier.

Depreciation and amortization expense for the second quarter amounted to $49 million. Capital expenditures were $24 million.

During the quarter, we began construction on our new Silicon Valley campus building. We expect the total project costs to be in the range of $360 million to $380 million. We entered into a $380 million synthetic lease to finance the construction of the building and the costs incurred throughout construction will be funded as part of the synthetic lease arrangement. The building is expected to be completed at the end of fiscal 2018.

Third Quarter Outlook

Our outlook for the third quarter of fiscal 2016 is as follows:


•	Revenue is expected to be $1.18 billion, plus or minus two percent.


•	GAAP and non-GAAP gross margins are expected to be 56.2 percent and 56.5 percent, respectively, plus or minus 50 basis points.


•	GAAP operating expenses are expected to be approximately $484 million. Non-GAAP operating expenses are expected to be approximately $435 million.


•	GAAP and non-GAAP tax rates for the third quarter of fiscal 2016 are expected to be 22 percent and 20 percent, respectively, plus or minus one percent.


•	The above GAAP outlook amounts exclude additional restructuring charges, which are expected to be in the range of $15 million to $25 million, in the second half of fiscal 2016.


•	Capital expenditures are expected to be approximately $25 million to $35 million.

______________

For further information, contact:



Arnab Chanda		Robert Sherbin
Investor Relations		Corporate Communications
NVIDIA Corporation		NVIDIA Corporation
(408) 566-6616		(408) 566-5150
[email protected]		[email protected]

Non-GAAP Measures

To supplement NVIDIA’s Condensed Consolidated Statements of Income and Condensed Consolidated Balance Sheets presented in accordance with GAAP, the company uses non-GAAP measures of certain components of financial performance. These non-GAAP measures include non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP other income (expense), net, non-GAAP income tax expense, non-GAAP net income, non-GAAP net income, or earnings, per diluted share, non-GAAP diluted shares, and free cash flow. In order for NVIDIA’s investors to be better able to compare its current results with those of previous periods, the company has shown a reconciliation of GAAP to non-GAAP financial measures. These reconciliations adjust the related GAAP financial measures to exclude stock-based compensation, product warranty charge, acquisition-related costs, restructuring and other charges, gains and losses from non-affiliated investments, interest expense related to amortization of debt discount, and the associated tax impact of these items, where applicable. Weighted average shares used in the non-GAAP diluted net income per share computation includes the anti-dilution impact of our Note Hedge. Free cash flow is calculated as GAAP net cash provided by operating activities less purchases of property and equipment and intangible assets. NVIDIA believes the presentation of its non-GAAP financial measures enhances the user's overall understanding of the company’s historical financial performance. The presentation of the company’s non-GAAP financial measures is not meant to be considered in isolation or as a substitute for the company’s financial results prepared in accordance with GAAP, and our non-GAAP measures may be different from non-GAAP measures used by other companies.

Certain statements in this CFO Commentary including, but not limited to, statements as to: continued strength in PC gaming; the features and benefits of Quadro GPUs; expected restructuring charges; expected benefit to non-GAAP operating expenses from the Icera wind-dwon; our investment in growth initiatives of deep learning, self-driving cars and gaming; expected fiscal 2016 non-GAAP operating expenses; anticipated litigation costs; our intention to return $800 million to shareholders in fiscal 2016; expected project costs, funding of construction costs and timing of completion of our new campus building; our financial outlook for the third quarter of fiscal 2016; and our tax rates for the third quarter of fiscal 2016 are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. Important factors that could cause actual results to differ materially include: global economic conditions; our reliance on third parties to manufacture, assemble, package and test our products; the impact of technological development and competition; development of new products and technologies or enhancements to our existing product and technologies; market acceptance of our products or our partners’ products; design, manufacturing or software defects; changes in consumer preferences or demands; changes in industry standards and interfaces; unexpected loss of performance of our products or technologies when integrated into systems; as well as other factors detailed from time to time in the reports NVIDIA files with the Securities and Exchange Commission, or SEC, including its Form 10-Q for the fiscal period ended April 26, 2015. Copies of reports filed with the SEC are posted on the company’s website and are available from NVIDIA without charge. These forward-looking statements are not guarantees of future performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances.

# # #

© 2015 NVIDIA Corporation. All rights reserved. NVIDIA, the NVIDIA logo, GeForce, GTX, Quadro, Tegra, Tesla, Icera, and SHIELD are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability, and specifications are subject to change without notice.



NVIDIA CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
(In millions, except per share data)
(Unaudited)

	Three Months Ended									Six Months Ended
	July 26,			April 26,			July 27,			July 26,			July 27,
	2015			2015			2014			2015			2014

GAAP gross profit	$	634		$	653		$	619		$	1,286		$	1,223
GAAP gross margin	55.0		%	56.7		%	56.1		%	55.8		%	55.5		%
Stock-based compensation expense included in cost of revenue (A)	3			2			3			6			6
Product warranty charge (B)	15			—			—			15			—
Non-GAAP gross profit	$	652		$	655		$	622		$	1,307		$	1,229
Non-GAAP gross margin	56.6		%	56.9		%	56.4		%	56.7		%	55.7		%

GAAP operating expenses	$	558		$	477		$	456		$	1,036		$	909
Stock-based compensation expense included in operating expense (A)	(44		)	(43		)	(35		)	(87		)	(68		)
Acquisition-related costs (C)	(4		)	(9		)	(9		)	(13		)	(19		)
Restructuring and other charges	(89		)	—			—			(89		)	—
Non-GAAP operating expenses	$	421		$	425		$	412		$	847		$	822

GAAP other income (expense), net	$	(4	)	$	(4	)	$	(8	)	$	(6	)	$	4
Gains and losses from non-affiliated investments	—			—			3			—			(14		)
Interest expense related to amortization of debt discount	7			7			7			14			14
Non-GAAP other income, net	$	3		$	3		$	2		$	8		$	4

GAAP net income	$	26		$	134		$	128		$	160		$	265
Total pre-tax impact of non-GAAP adjustments	162			63			57			225			91
Income tax impact of non-GAAP adjustments	2			(10		)	(12		)	(8		)	(17		)
Non-GAAP net income	$	190		$	187		$	173		$	377		$	339

Diluted net income per share
GAAP	$	0.05		$	0.24		$	0.22		$	0.28		$	0.46
Non-GAAP	$	0.34		$	0.33		$	0.30		$	0.68		$	0.59

Weighted average shares used in diluted net income per share computation
GAAP	556			568			571			563			571
Anti-dilution impact from note hedge (D)	(4		)	(6		)	—			(5		)	—
Non-GAAP	552			562			571			558			571



Metrics:
GAAP net cash provided by operating activities	$	163		$	246		$	96		$	409		$	247
Purchase of property and equipment and intangible assets	(24		)	(30		)	(22		)	(54		)	(51		)
Free cash flow	$	139		$	216		$	74		$	355		$	196



(A) Excludes stock-based compensation as follows:
	Three Months Ended						Six Months Ended
	July 26,		April 26,		July 27,		July 26,		July 27,
	2015		2015		2014		2015		2014
Cost of revenue	$	3	$	2	$	3	$	6	$	6
Research and development	$	27	$	27	$	21	$	54	$	42
Sales, general and administrative	$	17	$	16	$	14	$	33	$	26

(B) Represents warranty charge associated with product recall.

(C) Consists of amortization of acquisition-related intangible assets, transaction costs, compensation charges, and other credits related to acquisitions.

(D) Represents the number of shares that would be delivered upon conversion of the currently outstanding 1.00% Convertible Senior Notes Due 2018. Under GAAP, shares delivered in hedge transactions are not considered offsetting shares in the fully diluted share calculation until actually delivered.



NVIDIA CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP OUTLOOK

		Q3 FY2016 Outlook
GAAP gross margin		56.2		%
	Impact of stock-based compensation	0.3		%
Non-GAAP gross margin		56.5		%

		Q3 FY2016 Outlook
		(In millions)

GAAP operating expenses		$	484
	Stock-based compensation expense and acquisition-related costs	(49		)
Non-GAAP operating expenses		$	435

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