SecProbe.io

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 September 10, 2025

Colette Kress
Executive Vice President and Chief Financial Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, California 95051

 Re: NVIDIA Corporation
 Form 10-K for the Fiscal Year Ended January 26, 2025
 File No. 000-23985
Dear Colette Kress:

 We have completed our review of your filings. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Manufacturing
</TEXT>
</DOCUMENT>

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 Document VIA EDGAR July 31, 2025 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attn: Claire Erlanger or Kevin Woody RE:    NVIDIA Corporation     Form 10-K for the Fiscal Year Ended January 26, 2025     Form 8-K furnished May 28, 2025     File No. 000-23985 Dear Ms. Erlanger and Mr. Woody, On behalf of NVIDIA Corporation (“NVIDIA”, “we”, or the “Company”), I am responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated July 22, 2025, with respect to NVIDIA’s Form 10-K for the fiscal year ended January 26, 2025 (the “Form 10-K”) and Form 8-K listed above (the “Comments”). The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter. The Company respectfully acknowledges the Staff’s Comments. Form 8-K furnished May 28, 2025 Exhibit 99.1 Earnings Release, page 1 1. We note that you disclose non-GAAP margin and non-GAAP diluted earnings per share excluding the $4.5 billion inventory charge taken in the first quarter of fiscal 2026. Please provide us more information as to the nature of the charge and explain to us why you do not believe that it represents a normal, recurring operating cost of your business. As part of your response, please tell us why you do not believe the products could be sold to another customer or have alternative use. See guidance in Question 100.01 of the SEC Staff’s Compliance and Disclosure Issues on Non-GAAP Financial Measures. NVIDIA incurred a $4.5 billion charge in the first quarter of fiscal 2026 associated with H20 excess inventory and purchase obligations as the demand for H20 diminished. This charge was significant and unprecedented. We respectfully submit that the charge relating to our first quarter of fiscal 2026 H20 charge for excess inventory and purchase obligations was not a normal recurring operating cost of our business. The U.S. government (USG) had defined export controls and licensing requirements to ship products to certain jurisdictions. These export controls were defined in October of 2023 and we had notified the USG at that time of our plans to manufacture and ship the H20 product. On April 9, 2025, the USG informed us that the USG now requires a license for export to China and D:5 countries of the Company’s H20. On April 14, 2025, the USG also informed us that the license requirement will be in effect for the indefinite future. We had shipped to date the H20 product to China customers. We had purchased and procured significant manufacturing material for the H20 China customer orders received. No licenses to date have been provided to China customers and we had more performant products for all other customers and countries. The nature of the H20 charge is inherently different and distinct from other inventory impairment charges we incur. The H20 charge was not due to a change in our operations, competition, technology or business strategy, but rather was the result of a determination outside our control. Accordingly, providing additional disclosure excluding H20 facilitated an understanding for investors of our operating performance for the first quarter of fiscal 2026. We respectfully advise the Staff that the H20 data center product was designed specifically for the Chinese market in conformance with specific USG license requirements, and there is not a market outside of China for H20. The manufacturing process and components for the H20 products are unique to our previous Hopper architecture and the Chinese market. Current demand from customers, not subject to an export control license, is primarily for our latest Blackwell architecture products, which has a significant improvement in performance and efficiency compared to the Hopper architecture products and H20. Outside of the China market for which the H20 products were specifically designed, there is minimal alternative use given the increased speed of NVIDIA product innovation, product releases and increased performance customers receive with the current Blackwell products. We further advise the Staff that in accordance with Question 100.01, we have not on a routine basis excluded normal recurring inventory charges, such as excess inventory and purchase obligations, in our presentation of non-GAAP financial measures. We did highlight first and foremost our GAAP cost of goods sold, gross margin (GM), and diluted earnings per share (EPS). We specifically clarified how much impact to our GM and diluted EPS including tax implications related to the H20 charge. Given our significant charge of $4.5 billion in H20 inventory and purchase commitments, we faced inquiries regarding the actions taken and USG’s decisions. Investors indicated that the supplemental disclosure provided transparency and helped them understand the impact of this unique event on our financial results and enabled investors to compare our operating performance from period-to-period on a more consistent basis. In summary, the April 2025 USG license requirement and its impact was unique to our business due to its size, its immediate impact and the state of our technological roadmap from Hopper to our current Blackwell architecture. Therefore, we respectfully submit that the supplemental adjustment to non-GAAP GM and non-GAAP diluted EPS for the H20 charge falls within the Staff’s guidance. Form 10-K for the Fiscal Year Ended January 26, 2025 Consolidated Statements of Income, page 52 2. We note that during fiscal year 2025 your revenue has increased significantly. We also note your disclosure in Note 1, on page 57, that you derive your revenue from product sales, including hardware and systems, license and development arrangements, software licensing, and cloud services. Further disclosure indicates you have contracts with multiple performance obligations for more than one product or service, which are separately accounted for as a distinct performance obligation. Please tell us the amount of revenue related to licensing or other services, and if that amount is over 10% of consolidated revenue, please revise to separately present revenue from licenses and revenue from services as line items separate from product revenue on your statements of income. The corresponding amounts of costs of revenue should also be separately presented. See Rule 5-03(b)(1) and (b)(2) of Regulation S-X. In response to the Staff’s Comment, the fiscal year 2025 revenue related to licensing and other services was approximately 1% of our consolidated revenue. Note 16. Segment Information, page 78 3. We note that in your table of segment results, you have a column titled “All Other” and that this column includes the expenses that are not allocated to either Compute & Networking or Graphics for purposes of making operating decisions or assessing financial performance. As this amount appears to represent the reconciling items between the total of the operating income segment measures and your consolidated operating income, rather than revenue/expenses related to other segments, it should not be given prominence as a separate column, but instead should be reflected as a reconciling item in a reconciliation which totals the segment profitability measures and reconciles to consolidated income before income taxes. See guidance in ASC 280-10-50-30. Please revise your disclosure in future filings. In response to the Staff’s Comment, in future filings, we will remove the All Other column and will reconcile reportable segment operating income to consolidated income before income tax. 4. Please tell us how you have complied with the guidance in ASC 280-10-50-40 to provide revenue for each product and service or each group of similar products and services. In accordance with ASC 280-10-50-40, our disclosure for each group of similar products is our specialized end market platforms which includes Data Center, Gaming, Professional Visualization, Automotive, and OEM and Other within our fiscal year 2025 Form 10-K Note 16. The Revenue by End Market disclosure represents different types of primarily hardware sales for specialized markets. The Data Center revenue was further disaggregated between Compute and Networking based on similar products offered to Data Center customers. See further discussion on our specialized markets and the product offerings within our Form 10-K in Item 1. Business section.          * * * * Please do not hesitate to contact me, ckress@nvidia.com, if you have any questions or would like any additional information regarding this matter. Sincerely, By:     /s/ Colette M. Kress Colette M. Kress Executive Vice President and Chief Financial Officer NVIDIA Corporation Cc:     Timothy S. Teter – Executive Vice President and General Counsel Donald Robertson – Vice President and Chief Accounting Officer John McKenna – Cooley LLP

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 July 22, 2025

Colette Kress
Executive Vice President and Chief Financial Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, California 95051

 Re: NVIDIA Corporation
 Form 10-K for the Fiscal Year Ended January 26, 2025
 Form 8-K furnished May 28, 2025
 File No. 000-23985
Dear Colette Kress:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 8-K furnished May 28, 2025
Exhibit 99.1 Earnings Release, page 1

1. We note that you disclose non-GAAP margin and Non-GAAP diluted earnings
per
 share excluding the $4.5 billion inventory charge taken in the first
quarter of fiscal
 2026. Please provide us more information as to the nature of the charge
and explain
 to us why you do not believe that it represents a normal, recurring
operating cost of
 your business. As part of your response, please tell us why you do not
believe the
 products could be sold to another customer or have alternative use. See
guidance in
 Question 100.01 of the SEC Staff s Compliance and Disclosure Issues on
Non-GAAP
 Financial Measures.
Form 10-K for the Fiscal Year Ended January 26, 2025
Consolidated Statements of Income, page 52

2. We note that during fiscal year 2025 your revenue has increased
significantly. We
 also note your disclosure in Note 1, on page 57, that you derive your
revenue from
 July 22, 2025
Page 2

 product sales, including hardware and systems, license and development
 arrangements, software licensing, and cloud services. Further disclosure
indicates you
 have contracts with multiple performance obligations for more than one
product or
 service, which are separately accounted for as a distinct performance
obligation.
 Please tell us the amount of revenue related to licensing or other
services, and if that
 amount is over 10% of consolidated revenue, please revise to separately
present
 revenue from licenses and revenue from services as line items separate
from product
 revenue on your statements of income. The corresponding amounts of costs
of
 revenue should also be separately presented. See Rule 5-03(b)(1) and
(b)(2) of
 Regulation S-X.
Note 16. Segment Information, page 78

3. We note that in your table of segment results, you have a column titled
 All Other
 and that this column includes the expenses that are not allocated to
either Compute
 & Networking or Graphics for purposes of making operating decisions or
assessing
 financial performance. As this amount appears to represent the
reconciling items
 between the total of the operating income segment measures and your
consolidated
 operating income, rather than revenue/expenses related to other
segments, it should
 not be given prominence as a separate column, but instead should be
reflected as a
 reconciling item in a reconciliation which totals the segment
profitability measures
 and reconciles to consolidated income before income taxes. See guidance
in ASC
 280-10-50-30. Please revise your disclosure in future filings.
4. Please tell us how you have complied with the guidance in ASC
280-10-50-40 to
 provide revenue for each product and service or each group of similar
products and
 services.
 In closing, we remind you that the company and its management are
responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review,
comments,
action or absence of action by the staff.

 Please contact Claire Erlanger at 202-551-3301 or Kevin Woody at
202-551-3629
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
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United States securities and exchange commission logo
July 3, 2023
Colette Kress
Chief Financial Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara , California 95051
Re:NVIDIA CORP
Form 10-K for the fiscal year ended January 29, 2023
File No. 0-23985
Dear Colette Kress:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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VIA EDGAR

June 29, 2023

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Charles Eastman or Claire Erlanger

RE:    NVIDIA Corporation

    Form 10-K for the Year Ended January 29, 2023

    Filed February 24, 2023

    File No. 000-23985

Dear Mr. Eastman and Ms. Erlanger,

On behalf of NVIDIA Corporation (“NVIDIA”, “we”, or the “Company”), I am responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated June 15, 2023, with respect to NVIDIA’s Form 10-K listed above (the “Comments”). The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter. The Company respectfully acknowledges the Staff’s Comments.

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 41

1.Where you describe two or more business reasons that contributed to a material change in a financial statement line item between periods, please quantify, where possible, the extent to which each change contributed to the overall change in that line item. As an example, we note that the year-on-year increase in your Compute & Networking revenues was driven in part by growth from hyperscale customers, purchases made by several CSP partners to support multi-year cloud service agreements for cloud service offerings and research and development activities. Additionally, your disclosure of the increase in research and development expense indicates that it was "primarily driven by increased compensation, employee growth, engineering development costs, and data center infrastructure," but does not quantify any of the factors. See Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350. Please revise future filings accordingly.

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

Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 41

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

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

Management's Discussion and Analysis of Financial Condition and Results of Operations Gross Profit and Gross Margin, page 42

3.We note your narrative discussion of the drivers of the changes in gross margin for both your Compute & Networking and Graphics segment. However, in light of the fact that Note 17 on page 85 discloses that your segment profitability measure is operating income, please revise your discussion in MD&A in future filings to also include a discussion of the nature of the changes in segment operating income for each of your reportable segments. Also, if you continue to discuss the changes in segment gross margin, such as on the bottom of page 42, please revise to include quantification of the costs of revenues by segment so that investors can better assess the significance of the items disclosed in your narrative.

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

Notes to the Consolidated Financial Statements

Note 1. Organization and Summary of Significant Accounting Policies Revenue Recognition, page 60

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

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

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

* * * *

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Colette M. Kress

 Colette M. Kress

 Executive Vice President and Chief Financial Officer

Cc:

 Timothy S. Teter – Executive Vice President and General Counsel

 Donald Robertson – Vice President and Chief Accounting Officer

 Eric C. Jensen – Cooley LLP

 Scott Almassy – PricewaterhouseCoopers LLP

United States securities and exchange commission logo
June 15, 2023
Colette Kress
Chief Financial Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara , California 95051
Re:NVIDIA CORP
Form 10-K for the fiscal year ended January 29, 2023
File No. 0-23985
Dear Colette Kress:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended January 29, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 41
1.Where you describe two or more business reasons that contributed to a material change in
a financial statement line item between periods, please quantify, where possible, the extent
to which each change contributed to the overall change in that line item. As an example,
we note that the year-on-year increase in your Compute & Networking revenues was
driven in part by growth from hyperscale customers, purchases made by several CSP
partners to support multi-year cloud service agreements for cloud service offerings and
research and development activities. Additionally, your disclosure of the increase in
research and development expense indicates that it was "primarily driven by increased
compensation, employee growth, engineering development costs, and data center
infrastructure," but does not quantify any of the factors. See Item 303(b)(2) of Regulation
S-K and SEC Release No. 33-8350. Please revise future filings accordingly.
2.We note your risk factor disclosure which identifies inflation as a potential adverse

 FirstName LastNameColette Kress
 Comapany NameNVIDIA Corporation
 June 15, 2023 Page 2
 FirstName LastName
Colette Kress
NVIDIA Corporation
June 15, 2023
Page 2
economic condition which drives the costs for wafers, components, logistics, and other
supply chain expenses. In future filings, please expand your disclosures to identify the
principal factors contributing to the inflationary pressures the company has experienced
and clarify the resulting impact to the company, if material. Please also identify actions
planned or taken, if any, to mitigate inflationary pressures
Gross Profit and Gross Margin, page 42
3.We note your narrative discussion of the drivers of the changes in gross margin for both
your Compute & Networking and Graphics segment.  However, in light of the fact that
Note 17 on page 85 discloses that your segment profitability measure is operating income,
please revise your discussion in MD&A in future filings to also include a discussion of the
nature of the changes in segment operating income for each of your reportable segments.
Also, if you continue to discuss the changes in segment gross margin, such as on the
bottom of page 42, please revise to include quantification of the costs of revenues by
segment so that investors can better assess the significance of the items disclosed in your
narrative.
Notes to the Consolidated Financial Statements
Note 1. Organization and Summary of Significant Accounting Policies
Revenue Recognition, page 60
4.We note from your disclosure on page 36 of MD&A that in 2023 you entered into multi-
year cloud service agreements and Note 1 to the financial statements includes disclosure
of your revenue recognition for these agreements. Please tell us if you offer these cloud
services in connection with the sale of other products or services.  If so, please tell us and
revise Note 1 in future filings to disclose how you recognize revenue for the provision of
multiple offerings to one customer and your accounting for any multiple performance
obligations within customer contracts.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Charles Eastman at (202) 551-3794 or Claire Erlanger at (202) 551-
3301 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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VIA EDGAR

May 26, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Patrick Fullem

Re:     NVIDIA Corporation

Registration Statement on Form S-3

Filed February 28, 2023

File No. 333-270119

Acceleration Request

Requested Date:     May 31, 2023

Requested Time:    5:00 P.M. Eastern Daylight Time

Dear Mr. Fullem:

In accordance with Rule 461 under the Securities Act of 1933, as amended, the undersigned registrant (the “Registrant”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to cause the Registration Statement on Form S-3 (File No. 333-270119) (the “Registration Statement”) to become effective on May 31, 2023 at 5:00 p.m. Eastern Daylight Time, or as soon as practicable thereafter, or at such later time as the Registrant may orally request via telephone call to the staff of the Commission (the “Staff”). The Registrant hereby authorizes each of Eric Jensen, John McKenna and Natalie Karam of Cooley LLP, counsel to the Registrant, to make such request on its behalf.

Once the Registration Statement has been declared effective, please orally confirm that event with Natalie Karam at (650) 843-5778, or, in her absence, John McKenna at (650) 843-5059.

Very truly yours,

NVIDIA Corporation

By:   /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and

Chief Financial Officer

cc: Timothy S. Teter, Executive Vice President, General Counsel and Secretary

Rebecca Peters, Vice President, Deputy General Counsel and Assistant Secretary

Eric C. Jensen, Cooley LLP

John T. McKenna, Cooley LLP

Natalie Y. Karam, Cooley LLP

United States securities and exchange commission logo
March 3, 2023
Jen-Hsun Huang
Chief Executive Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051
Re:NVIDIA Corporation
Registration Statement on Form S-3
Filed February 28, 2023
File No. 333-270119
Dear Jen-Hsun Huang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Patrick Fullem at (202) 551-8337 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
October 6, 2022
Jen-Hsun Huang
Chief Executive Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051
Re:NVIDIA Corporation
Definitive Proxy Statement on Schedule 14A
Filed April 19, 2022
File No. 000-23985
Dear Jen-Hsun Huang:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

CORRESP
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VIA EDGAR

September 19, 2022

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Amanda Ravitz

Jennifer Gowetski

RE: NVIDIA Corporation

Definitive Proxy Statement on Schedule 14A

Filed April 19, 2022

File No. 000-23985

Dear Mses. Ravitz and Gowetski:

On behalf of NVIDIA Corporation (“NVIDIA”), I am responding to the comments received from the staff (the “Staff”) of the Securities and Exchange Commission by letter dated September 8, 2022, with respect to NVIDIA’s Definitive Proxy Statement on Schedule 14A listed above (the “Comments”).

NVIDIA respectfully acknowledges the Comments and confirms that it will review and enhance its future proxy disclosures in accordance with the topics set forth in the Comments, as well as any material developments to its risk oversight structure.

***

Please do not hesitate to call Rebecca Peters at (831) 251-2385, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By:  /s/ Jen-Hsun Huang

Jen-Hsun Huang

Chief Executive Officer

cc: Colette M. Kress, Executive Vice President and Chief Financial Officer

Timothy S. Teter, Executive Vice President, General Counsel and Secretary

Rebecca Peters, Vice President, Deputy General Counsel and Assistant Secretary

Eric C. Jensen, Cooley LLP

United States securities and exchange commission logo
September 8, 2022
Jen-Hsun Huang
Chief Executive Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051
Re:NVIDIA Corporation
Definitive Proxy Statement on Schedule 14A
Filed April 19, 2022
File No. 000-23985
Dear Mr. Huang:
            We have limited our review of your most recent definitive proxy statement to those issues
we have addressed in our comments.
            Please respond to these comments by confirming that you will enhance your future proxy
disclosures in accordance with the topics discussed below as well as any material developments
to your risk oversight structure. For guidance, refer to Item 407(h) of Regulation S-K.
Definitive Proxy Statement on Schedule 14A filed April 19, 2022
General
1.Please expand your discussion of the reasons you believe that your leadership structure is
appropriate, addressing your specific characteristics or circumstances. In your discussion,
please also address the circumstances under which you would consider having the Lead
Director and CEO roles filled by a single individual, when shareholders would be notified
of any such change, and whether you will seek prior input from shareholders.  Please also
disclose how the experience of your Lead Director is brought to bear in connection with
your board’s role in risk oversight.
2.Please expand upon the role that your Lead Director plays in the leadership of the board.
For example, please enhance your disclosure to address whether or not your Lead
Director may:
•represent the board in communications with shareholders and other stakeholders;
•require board consideration of, and/or override your CEO on, any risk matters; or
•provide input on design of the board itself.
3.Please expand upon how your board administers its risk oversight function. For example,

 FirstName LastNameJen-Hsun Huang
 Comapany NameNVIDIA Corporation
 September 8, 2022 Page 2
 FirstName LastName
Jen-Hsun Huang
NVIDIA Corporation
September 8, 2022
Page 2
please disclose:
•why your board elected to retain direct oversight responsibility for strategic risks and
other risk areas not delegated to a committee, including cybersecurity matters, rather
than assign oversight to a board committee;
•the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or
long-term) and how you apply different oversight standards based upon the
immediacy of the risk assessed;
•whether you consult with outside advisors and experts to anticipate future threats and
trends, and how often you re-assess your risk environment;
•how the board interacts with management to address existing risks and identify
significant emerging risks;
•whether you have a Chief Compliance Officer and to whom this position reports; and
•how your risk oversight process aligns with your disclosure controls and procedures.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Jennifer Gowetski at 202-551-3401 or Amanda Ravitz at 202-551-3412
with any questions.
Sincerely,
Division of Corporation Finance
Disclosure Review Program

June 6, 2019
Colette Kress
Chief Financial Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, CA 95051
Re:NVIDIA Corporation
Form 10-K for the Fiscal Year Ended January 27, 2019
Filed February 21, 2019
File No. 000-23985
Dear Ms. Kress:
            We have completed our review of your filings.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

CORRESP
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VIA EDGAR and FEDEX

May 21, 2019

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Tara Harkins

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 27, 2019

Filed February 21, 2019

File No. 000-23985

Dear Ms. Harkins,

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to the comment received from the staff (the “Staff”) of the Securities and Exchange Commission the “Commission”) by letter dated May 7, 2019, with respect to NVIDIA’s Form 10-K listed above (the “Comment”). For the Staff’s convenience, the Comment has been incorporated into this response letter.

Notes to the Consolidated Financial Statements

Note 16 - Segment Information, page 70

1.

 We note your disclosures related to revenues from cryptocurrency-specific product sales in MD&A. Please tell us how you considered separate disclosure of revenues related to all your cryptocurrency related products and services when presenting the disclosures required by ASC 280-10-50-40. Tell us how such revenues are reflected currently in the table on page 72.

NVIDIA respectfully acknowledges the Staff’s comment and advises the Staff of the following.

ASC 280-10-50-40 indicates that “A public entity shall report the revenues from external customers for each product and service or each group of similar products and services unless it is impracticable to do so. The amounts of revenues reported shall be based on the financial information used to produce the public entity's general-purpose financial statements. If providing the information is impracticable, that fact shall be disclosed.”

We report our revenues for the four marketed platforms that we target - gaming, professional visualization, data center, and automotive, along with a fifth group - OEM & IP, which primarily includes revenue from sales of non-gaming GPUs and cryptocurrency-specific products.

For cryptocurrency-specific applications, we created targeted processors, known as CMPs, that were optimized for mining and disabled all gaming functionality (e.g. no display outputs or graphics functionality). We recognized revenue from sales of these CMP products for five fiscal quarters across fiscal years 2018 and 2019. CMP products were identified as separate SKUs within our systems, allowing us to quantify the amount of CMP sales. As the Staff noted, we indicated the impact of CMP product revenue on our business and results of operations in our MD&A, specifically stating on page 25 of the Form 10-K “[r]evenue from cryptocurrency-specific products in fiscal years 2019 and 2018 was $306 million and $273 million, respectively.”

CMP revenue was reported within the OEM & IP category in the table on page 72. We believe the aggregation of CMP revenue in the OEM & IP line is appropriate based on the quantitative and qualitative criteria in ASC 280-10-50-11:

•

 Our CMP product sales had similar gross margins as OEM products, with all such products achieving gross margins ranged between 50%-60%.

•

 CMP products were sold in a similar nature to our OEM products, in that each sale incorporated a processor that was based on a common architecture (e.g. our Pascal architecture) and sold with memory similar to that used in the OEM systems containing our products.

•

 CMP products had similar production processes as OEM products, as the wafers for each were manufactured by the same foundries and the processors were assembled and tested by the same subcontractors.

•

 CMP products also had similar customers as OEM products. For example, the top four CMP customers, representing 75% of CMP revenue, were also OEM customers during the time period when we sold CMP products.

•

 Finally, CMP products were sold using similar distribution methods as OEM products, primarily as direct sales to such CMP/OEM customers.

Therefore, we respectfully submit that the aggregation of CMP revenue in the OEM & IP market platform table of page 72 was appropriate, and that further disaggregation of OEM revenue was not required.

As to any other cryptocurrency-related revenue, other than CMP products, we did not and do not target our product sales for cryptocurrency-related purposes. Our products are designed and sold to target markets where GPUs deliver performance advantages relative to legacy approaches. Our target markets include gaming, professional visualization, data center, and automotive. Although we cannot control how any product is used, resold, or modified after it enters the stream of commerce, our gaming products have always been designed, marketed, and sold to our customers for gaming, not cryptocurrency.

* * * *

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and Chief Financial Officer

cc:    Timothy S. Teter - Executive Vice President and General Counsel

Michael J. Byron - Vice President and Chief Accounting Officer

Eric C. Jensen - Cooley LLP

D. Timothy Carey - PricewaterhouseCoopers LLP

May 7, 2019
Colette Kress
Chief Financial Officer
NVIDIA Corporation
2788 San Tomas Expressway
Santa Clara, California 95051
Re:NVIDIA Corporation
Form 10-K for the Fiscal Year Ended January 27, 2019
Filed February 21, 2019
File No. 000-23985
Dear Ms. Kress:
            We have reviewed your filing and have the following comment.  In our comments, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year Ended January 27, 2019
Notes to the Consolidated Financial Statements
Note 16 - Segment Information , page 70
1.We note your disclosures related to revenues from cryptocurrency-specific product sales
in MD&A.  Please tell us how you considered separate disclosure of revenues related to
all your cryptocurrency related products and services when presenting the disclosures
required by ASC 280-10-50-40. Tell us how such revenues are reflected currently in the
table on page 72.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameColette Kress
 Comapany NameNVIDIA Corporation
 May 7, 2019 Page 2
 FirstName LastName
Colette Kress
NVIDIA Corporation
May 7, 2019
Page 2
             You may contact Tara Harkins at (202) 551-3639 or Lynn Dicker, Senior Accountant, at
(202) 551-3616 with any questions.
Sincerely,
Division of Corporation Finance
Office of Electronics and Machinery

Mail Stop 4628

February 27 , 2017

Via E -mail
Jen-Hsun Huang
President and Chief Executive Officer
Nvidia Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

Re: Nvidia  Corporation
 10-K for Fiscal Year Ended January 31, 2016
 Filed March 17, 2016
 File No. 0-23985

Dear Mr. Huang:

We refer you to ou r comment letter dated January 3 1, 2017, regarding business contacts
with Sudan and Syria.  We have completed our review of this subject matter.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any revi ew, comments, action or absence of action by the staff.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Amanda Ravitz
  Assistant Director
  Division of Corporation Finance

  Tim Teter
  Senior Vice President, General Counsel and  Secretary
  Nvidia Corporation

  Rebecca Peters
  Vice President, Corporate Affairs and Assistant Secretary
  Nvidia Corporation

CORRESP
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		Document

VIA EDGAR and FEDEX

February 13, 2017

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Cecilia Blye

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 31, 2016

Filed March 17, 2016

File No. 000-23985

Dear Ms. Blye:

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated January 31, 2017, with respect to NVIDIA’s Form 10-K listed above (the “Comments”).  The numbering of the paragraph below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

1.

 We are aware of websites indicating that Nvidia products are offered for sale in Sudan and Syria, countries designated by the Department of State as state sponsors of terrorism and subject to U.S. economic sanctions and export controls. Please describe to us the nature and extent of any past, current, and anticipated contacts with Sudan and Syria, whether through subsidiaries, distributors, partners, resellers, customers or other direct or indirect arrangements. You should describe any services, products, information or technology you have provided to Sudan or Syria, directly or indirectly, and any agreements, commercial arrangements, or other contacts you have had with the governments of those countries or entities they control.

NVIDIA complies with applicable U.S. sanctions and export controls, including those relating to countries designated by the Department of State as state sponsors of terrorism.

Accordingly, NVIDIA does not have any subsidiaries, affiliates, joint-venture arrangements, business partners or other operations in Sudan and Syria and does not advertise or otherwise solicit business in these countries.

NVIDIA further confirms to its knowledge that, for at least the last three fiscal years, NVIDIA has not had operations or other contacts in Sudan and Syria and does not anticipate any future operations or contacts in these countries. During this period, NVIDIA has, to its knowledge, not provided -- directly or indirectly through customers or any other third parties -- any products, technology or

services to Syria or Sudan and has had no agreements, commercial arrangements, or other contacts with the governments of those countries or entities they control.

The Staff has made us aware of two third-party websites that purport to offer NVIDIA brand products for sale. NVIDIA confirms that these two third-parties are not and have never been NVIDIA agents, partners, or affiliates, and are not, and have never been, authorized to sell NVIDIA products in Syria or Sudan.  NVIDIA has no contacts or business relationships with either of these third-parties, and does not sell to, ship to, or otherwise support either of them.

NVIDIA has implemented and continues to maintain internal policies designed to ensure compliance with applicable U.S. laws and regulations, including the sanctions programs administered by the U.S. Treasury Department’s Office of Foreign Assets Control and export controls administered by the U.S. Department of Commerce’s Bureau of Industry and Security. These measures include:

•

 the screening of customers and other third parties to prevent dealings with proscribed parties;

•

 an internal system that blocks any direct shipments to proscribed parties and destinations;

•

 terms and conditions in purchase orders and sales agreements requiring compliance with U.S. laws and prohibiting diversion to proscribed destinations and parties; and

•

 internal training and audit protocols.

2.

 Please discuss the materiality of any contacts with Sudan and Syria you describe in response to the comment above, and whether those contacts constitute a material investment risk for your security holders. You should address materiality in quantitative terms, including the approximate dollar amounts of any associated revenues, assets, and liabilities for the last three fiscal years and the subsequent interim period. Also, address materiality in terms of qualitative factors that a reasonable investor would deem important in making an investment decision, including the potential impact of corporate activities upon a company's reputation and share value. Various state and municipal governments, universities, and other investors have proposed or adopted divestment or similar initiatives regarding investment in companies that do business with U.S.-designated state sponsors of terrorism. You should address the potential impact of the investor sentiment evidenced by such actions directed toward companies that have operations associated with Sudan and Syria.

As described in our responses above, NVIDIA does not have any contacts with Sudan and Syria and therefore has no quantitative amounts or qualitative factors to provide.

* * * *

Please do not hesitate to call me at (408) 486-8116, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and Chief Financial Officer

cc:    Amanda Ravitz - Assistant Director, Division of Corporation Finance

Timothy S. Teter - Senior Vice President, General Counsel and Secretary

Rebecca Peters, Vice President, Corporate Affairs  and Assistant Secretary

Eric C. Jensen - Cooley LLP

Mail Stop 4628

 January 31 , 2017

Via E -mail
Jen-Hsun Huang
President and Chief Executive Officer
Nvidia Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

Re: Nvidia Corporation
 10-K for Fiscal Year Ended January 31, 2016
 Filed March 17, 2016
 File No. 0-23985

Dear  Mr. Huang :

We have limited our review of your filing to your contacts with countries that have been
identified as state sponsors of terrorism, and we have the following comments.  Our review with
respect to this issue does not  preclude further review by the Assistant Director group with respect
to other issues.   In our comments , we ask you to provide us with information so we may better
understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we  may have  additional comments.

1. We are aware of websites indicating that Nvidia products are offered for sale in Sudan
and Syria, countries designated by the Department of State as state sponsors of terrorism
and subject to U.S. economic sanctions and export controls.  Please describe to us the
nature and extent of any past, current, and anticipated contacts with Sudan and Syria,
whether through subsidiaries, distributors, partners, resellers, customers or other direct or
indirect arrangem ents.  You should describe any services, products, information or
technology you have provided to Sudan or Syria, directly or indirectly, and any
agreements, commercial arrangements, or other contacts you have had with the
governments of those countries or  entities they control.

2. Please discuss the materiality of any contacts with Sudan and Syria you describe in
response to the comment above, and whether those contacts constitute a material
investment risk for your security holders.  You should address mate riality in quantitative

Jen-Hsun Huang
Nvidia Corporation
January 31, 2017
Page 2

 terms, including the approximate dollar amounts of any associated revenues, assets, and
liabilities for the last three fiscal years and the subsequent interim period.  Also, address
materiality in terms of qualitative factors that a  reasonable investor would deem
important in making an investment decision, including the potential impact of corporate
activities upon a company's reputation and share value.  Various state and municipal
governments, universities, and other investors have  proposed or adopted divestment or
similar initiatives regarding investment in companies that do business with U.S. -
designated state sponsors of terrorism.  You should address the potential impact of the
investor sentiment evidenced by such actions directe d toward companies that have
operations associated with Sudan and Syria.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
actio n by the staff.

You may contact Daniel Leslie, Staff Attorney, at (202) 551 -3876 or me at (202) 551 -
3470 if you have any questions about the comments or our review.

Sincerely,

 /s/ Cecilia Blye

Cecilia Blye, Chief
Office of Global Security Risk

cc: Amanda Ravitz
  Assistant Director
 Division of Corporation Finance

 Tim Teter
 Semior Vice President , General Counsel and Secretary
 Nvidia Corporation

 Rebecca Peters
 Vice President, Corporate Affairs and Assistant Secretary
 Nvidia Corporation

June 17, 2015

Via E -Mail
Jen-Hsun Huang
Chief Executive Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
  Form 10 -K for the Fiscal Year Ended January 25, 2015
  Filed March 12, 2015
 File No. 000 -23985

Dear  Mr. Huang :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United  States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includ es the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Russell Mancuso

Russell Mancuso
Branch Chief

cc (via e -mail): Eric C. Jensen, Esq.

CORRESP
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		Response to 5.20.15 SEC Comment Letter

VIA EDGAR and FEDEX

June 4, 2015

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Russell Mancuso

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 25, 2015

Filed March 12, 2015

File No. 000-23985

Dear Mr. Mancuso:

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated May 20, 2015, with respect to NVIDIA’s Form 10-K listed above (the “Comment”).  The numbering of the paragraph below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

Sales and Marketing, page 7

1.

 Please tell us (1) the name of your customer that accounted for 10% or more of your revenue and (2) that customer’s relationship with you, if any. Also disclose this information in future filings as required by Regulation S-K Item 101(c)(1)(vii).

The Company respectfully acknowledges the Staff’s comment. ASUSTeK Computer Inc., or ASUS, accounted for 11% of our revenue for fiscal year 2015. ASUS is a Taiwan technology company that buys primarily GPUs from us to manufacture PCs and related components for notebooks, tablets, servers and smartphones. We will disclose ASUS or any other customer information if it accounts for 10% or more of our revenue in future filings as required by Regulation S-K Item 101(c)(1)(vii).

Patents, page 10

2.

 We note your disclosure regarding patents expiring beginning in April 2015. Please provide us your analysis of the significance to your business of those patents that expire in your current fiscal year and in your next fiscal year.

The Company respectfully acknowledges the Staff’s comment. As disclosed on page 10 of the Company’s Annual Report on Form 10-K for the fiscal year ended January 25, 2015, the Company’s currently issued patents have expiration dates ranging from April 2015 to December 2034. The Company owns or has licensed rights to a large number of patents, with a diverse geographical composition of intellectual property held in the Company’s portfolio, and continues to expand its portfolio by developing new products and filing for additional patents. As a result, the expiration of any patent individually, or group of patents in the aggregate, in the Company’s current fiscal year, its next fiscal year, or at any time in the foreseeable future, is not expected to have a material effect on the Company's financial position or future operations.

Management’s Discussion and Analysis of Financial Condition and Results of Operations, page 26

3.

 Please tell us, and clarify in future filings, the extent of your business derived from PCs. Please also ensure that, when you attribute developments to a specific market or type of product in your future filings, you make clear the significance of that market or product type to your business and the extent of any material change attributable to that market or product type. For example, if a future filing were to attribute increased revenue to gaming like you do on page 33, investors should be able to understand from appropriate disclosure in your filings (1) the significance of gaming to your business and (2) the extent to which the disclosed revenue change was related to gaming versus the other factors you describe.

The Company respectfully acknowledges the Staff’s comment. We build technologies for the three computing platforms - PC, datacenter/cloud, and mobile. In fiscal year 2015, approximately 75% of our revenue stemmed from PC platforms. We will disclose the extent of our business related to PC platforms in future filings. We will also ensure that, when we attribute developments to a specific market or type of product in our future filings, we make clear the significance of that market or product type to our business and identify the extent of any material change attributable to that market or product type.

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and Chief Financial Officer

cc:    David M. Shannon - Executive Vice President, Chief Administrative Officer and Secretary

Michael J. Byron - Vice President and Chief Accounting Officer

Eric C. Jensen - Cooley LLP

Wayne Hedden - PricewaterhouseCoopers LLP

May 20, 2015

Via E -Mail
Jen-Hsun Huang
Chief Executive  Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

Re: NVIDIA Corporation
 Form 10-K for the Fiscal Year Ended January 25, 2015
Filed March 12, 2015
File No. 000 -23985

Dear Mr . Huang :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Sales and Marketing, page 7

1. Please tell us (1) the name of your customer that accounted f or 10% or more of your
revenue and (2) that customer’s relationship with you, if any.  Also disclose this
information in future filings as required by Regulation S -K Item 101(c)(1)(vii).

Patents, page 10

2. We note your disclosure regarding patents expiring  beginning in April 2015.  Please
provide us your analysis of the significance to your business of those patents that expire
in your current fiscal year and in your next fiscal year.

Jen-Hsun Huang
NVIDIA Corporation
May 20, 2015
Page 2

 Management’s Discussion and Analysis of Financial Condition and Results of Operations, page
26

3. Please tell us, and clarify in future filings, the extent of your business derived from PCs .
Please also ensure that, when you attribute developments to a specific market or type of
product in your future filings, you make clear the significance of that market or product
type to yo ur business and the extent of any material change attributable to that market or
product type.  For example, if a future filing were to attribute increased revenue  to
gaming like you do on page 33,  investors should be able to understand from appropriate
disclosure in your filings (1) the significance of gaming to your business and (2) the
extent to which the disclosed revenue change was related to gaming versus the other
factors you describe .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the compa ny
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Kate Maher  at 202-551-3184  or me at 202-551-3617  with any questions.

Sincerely,

 /s/ Russell Mancuso

 Russell Mancuso
Branch Chief

cc (via e -mail):  Eric C. Jensen, Esq.

September 3 , 2014

Via Email
Ms. Colette M. Kress
Executive Vice President and Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 26, 2014
  Filed March 13, 2014
  File No.  000-23985

Dear Ms. Kress :
We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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		Response to July 18 2014 SEC comment letter

VIA EDGAR and FEDEX

August 13, 2014

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin L. Vaughn

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 26, 2014

Filed March 13, 2014

File No. 000-23985

Dear Mr. Vaughn:

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 18, 2014, with respect to NVIDIA’s Form 10-K listed above (the “Comment”).  The numbering of the paragraph below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

Note 16. Segment Information, page 95

1.

 We note your response to prior comment 1. To help better understand your response please address the following:

•

 Please provide us with a clear description of the nature of the products for each of your major product lines (GeForce, Quadro, Tesla, GRID, Tegra, Icera, Tegra NOTE, Tegra VCM and SHIELD). In this regard, please also describe any major similarities and differences among the product lines.

•

 You state that many of the products are based on the same underlying technology, and that serves as part of your basis for concluding they are similar products. Please explain to us in the nature of customization or enhancements that is done to the base underlying technology in order to create the product lines that you reference.

•

 We note that you serve four diverse target markets (Gaming, Design and Visualization, HPC and Data Center, Auto and Smart Devices), please explain to us how each of your product lines serves each target market. Given the diversity of your end markets, please explain to us why you believe the products serving those end markets are substantially similar.

•

 To the extent available, please provide us with revenue and gross profit by product line for your last two fiscal years. Within your analysis please address any significant differences between revenue growth rates and gross margin percentages for each of your product lines.

NVIDIA respectfully acknowledges the Staff's comments and advises the Staff of the following.

GPU Products

The Company’s GPU segment includes its GeForce, Quadro, Tesla and GRID products, all of which share a common architecture. In general, a GPU performs parallel operations on data to render images for the screen. The more sophisticated the GPU, the higher the resolution and the faster and smoother the motion in games and movies. In addition, since GPUs perform parallel operations on multiple sets of data, they are also increasingly used for non-graphics applications. GeForce products are targeted at the PC gaming market, and the Company sells them in the form of GPU chips and boards for consumer desktop and notebook PCs. Quadro products are designed and built specifically for professional desktop and notebook workstations, and these products are also sold in the form of GPU chips and boards. Tesla products are designed for parallel computing and programming and offer high performance computing features. GRID products are designed to provide the power of NVIDIA graphics through the cloud. Tesla and GRID products are sold primarily in the form of boards with GPUs attached. Our GPU products are based on a common chip architecture, which is developed and released approximately every two years or so. The most recent family name is Maxwell, which was preceded by Kepler, and before that Fermi.

The Company supplementally advises the Staff that the production processes for all the Company’s GPU products is very similar. NVIDIA engineers design and develop the GPU specifications, which are then provided to a third-party specialist in wafer fabrication to manufacture.  NVIDIA is a fabless semiconductor company in that all of the Company’s products are manufactured by a third-party contract manufacturer.  NVIDIA utilizes subcontractors to perform assembly, testing and packaging of its GPUs, which are then shipped to contract equipment manufacturers, distributors, add-in board manufacturers, or original equipment manufacturers, to be used as motherboard or add-in board solutions.  While each of the Company’s  product lines is based on the same underlying GPU architecture (i.e., Maxwell, Kepler, etc.), the Company  markets and brands its products to address different end-user markets by highlighting the particular functionality of the GPU that is most valued by each market. That said, in most cases, the Company’s largest ship-to customers are identical across all of its GPU product lines.

For the gaming market, the Company emphasizes how GeForce GPUs enhance the gaming experience on PCs by improving the visual quality of graphics, increasing the frame rate for smoother gameplay and improving realism by replicating the behavior of light and physical objects. For the design and visualization market, the Company emphasizes how Quadro GPUs can improve productivity and introduce new capabilities, such as interacting with CAD models in real time with photo realistic renderings. For the high performance computing and datacenter market, the Company helps researchers understand how they can use Tesla GPUs to run their simulations faster while consuming less power, or how NVIDIA GRID GPUs can deliver graphics performance remotely, from the cloud. Generally, the same GPU is used across the various product lines, with the manufacturing process sorting and configuring individual GPUs into appropriate performance levels to address the Company’s target markets. In addition, the Company respectfully advises the Staff, that although it markets its products to differentiated end users, the Company does not have data to support how end users actually use the products they purchase.

Tegra Processor Products

The Company’s Tegra Processor segment includes its Tegra products, including Tegra, Tegra Note, Tegra VCM and SHIELD products.  It also includes other related products, licenses and revenue supporting the Tegra Processor business - such as Icera baseband processors and RF transceivers, embedded products, and license and other revenue associated with game consoles, all of which collectively comprised approximately three percent and two percent of consolidated revenue in fiscal 2014 and fiscal 2013, respectively.  The Company’s Tegra products embody a “system on a chip”, or SOC, processor which incorporates GPUs and multi-core CPUs together with audio, video, input/output and communication capabilities into a single chip. SOCs are very common in the mobile electronics market because of their low power consumption. Tegra SOCs serve end user mobile devices

where visual computing is valued, including smartphones, tablets, gaming devices, automotive infotainment systems, and other computer devices such as Windows RT-based devices, set-top boxes, chromebooks, clamshells, and others - including NVIDIA-branded devices such as SHIELD and Tegra Note products. The Company sells the vast majority of its Tegra products in the form of either a chip or a chip on a board. The Company’s Tegra chips are based on chip architectures, with the most recent architecture called Tegra K1, which was preceded by Tegra 4, and before that was Tegra 3. The Tegra K1 features a Kepler-based GPU, making it the first GPU architecture to span from supercomputers to PCs to mobile devices.

The production processes for Tegra SOC products is very similar.  The Company’s engineers design and develop the SOC specifications, which the Company provides to its third-party contract manufacturer. The Company utilizes subcontractors to perform assembly, testing and packaging of its SOCs, which are then shipped to contract equipment manufacturers, distributors, original equipment manufacturers or, in the case of products destined for automotive infotainment systems, to Tier 1 suppliers. While each of the Company’s Tegra product lines is based on the same underlying SOC architecture (i.e. Tegra K1, Tegra 4, etc.), the Company markets and brands its products to address different end user markets by highlighting the particular functionality of the SOC that is most valued by each market.

Summary

Between fiscal year 2012 and fiscal year 2014, the Company’s GPU business revenue grew from approximately $3.2 billion to approximately $3.5 billion, while the revenue from the Tegra Processor segment declined from almost $600 million to approximately $400 million.  The Company’s consolidated gross margin increased from 51.4% in fiscal year 2012 to 54.9% in fiscal year 2014. GPU products targeted at the gaming, design and visualization, high performance computing and data center markets have gross margins that are higher than  consolidated gross margin, have been increasing for several years, and that often overlap across the product lines. Tegra Processor products have gross margins that are lower than the Company’s GPU products, have trended lower between fiscal year 2012 and fiscal year 2014, and also often overlap across the product lines.  Therefore, the Company respectfully submits that its GPU and Tegra segments appropriately group products with gross margins with similar characteristics.

2.

 As a related matter we note from your response that you “make reference in [y]our MD&A to [y]our product lines in order to help investors understand the product lines in each segment and provide insight into the segment’s performance.” Given this please explain to us why you believe investors would not benefit from disclosures of revenues by product line in your financial statements.

As noted above, the Company markets and brands its various GPU and Tegra processor product lines to different end user markets by highlighting the particular functionality of the GPU or SOC that is most valued by each market; however each product line is based on the same underlying GPU or SOC architecture. The Company respectfully submits that it makes reference in MD&A to various product lines in order to provide insight into each market’s performance and believes its disclosure is beneficial to investors and enables them to understand the markets where growth opportunities exist. Therefore, the Company respectfully submits that it has appropriately grouped its product lines within the GPU and Tegra Processor reportable segments and that further segmentation would not meaningfully enhance an understanding of the Company’s business.

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By:   /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and Chief Financial Officer

cc:    David M. Shannon - Executive Vice President, Chief Administrative Officer and Secretary

Michael J. Byron - Vice President and Chief Accounting Officer

Eric C. Jensen - Cooley LLP

Wayne Hedden - PricewaterhouseCoopers LLP

July 1 8, 2014

Via Email
Ms. Colette M. Kress
Executive Vice President and Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 26, 2014
  Filed March 13, 2014
  File No.  000-23985
Dear Ms. Kress :
We have reviewed your letter dated July  14, 2014  and have the following comments.   We
have limited our review to only your financial statements  and related disclosures and do not
intend to expand our review to other  portions of your documents.   In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to  this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the fiscal year ended January 26, 2014

Note 16. Segment Information, page 95

1. We note your response to prior comment 1.  To help  better understand your response
please address the following:

 Please provide us with a clear description of the nature of the products for each of
your major product lines (GeForce, Quadro, Tesla, GRID, Tegra, Icera, Tegra NOTE,
Tegra VCM and SHIELD). In  this regard, please also describe any major similarities
and differences among the product lines.

 You state that many of the products are based on the same underlying technology,
and that serves as part of your basis for concluding they are similar products. Please

Ms. Colette M. Kress
NVIDIA Corporation
July 1 8, 2014
Page 2

 explain to us in the nature of customization or enhancements that is done to the base
underlying technology in order to create the product lines that you reference.

 We note that you serve four diverse target markets (Gaming, Design and
Visualization, HPC and Data Center, Auto and Smart Devices), please explain to us
how each of your produc t lines serves each target market.  Given the diversity of your
end markets, please explain to us why you believe the products serving those end
markets are substantially similar.

 To the extent available, please provide us with revenue and gross profit b y product
line for your last two fiscal years.  Within your analysis please address any significant
differences between revenue growth rates and gross margin percentages for each of
your product lines.

2. As a related matter we note from your response that y ou “make reference in [y]our
MD&A to [y]our product lines in order to help investors understand the product lines in
each segment and provide insight into the segment’s performance.”  Given this please
explain to us why you believe investors would not bene fit from disclosures of revenues
by product line in your financial statements.

You may contact Eric Atallah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to con tact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

/s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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		Response to 7.1.14 SEC letter

VIA EDGAR and FEDEX

July 14, 2014

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin L. Vaughn

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 26, 2014

Filed March 13, 2014

File No. 000-23985

Dear Mr. Vaughn:

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 1, 2014, with respect to NVIDIA’s Form 10-K listed above (the “Comment”).  The numbering of the paragraph below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

Note 16. Segment Information, page 95

1.

 We note your response to prior comment 1, but it is unclear to us how your current presentation of revenues by reportable segments meets the requirements of FASB ASC 280-10-50-40. You state that you grouped similar products into their respective reportable segments. It appears that your conclusion that these are similar products is based on the fact that your products are based on the GPU or the Tegra processor. However, the underlying end products appear to be unique and serve different functions. For example, your disclosures on page 5 discuss four product lines for the GPU business - GeForce, Quadro, Tesla and GRID; and five product lines for the Tegra business - Tegra, Icera, Tegra NOTE, Tegra VCM and SHIELD. Based on the descriptions of the product lines, they appear to each be unique products that serve different purposes. For example, GeForce serve desktop and notebook PCs, whereas Tesla products are used for supercomputing and big data applications. Similarly, Tegra products serve smartphones and other mobile devices, whereas Tegra VCM serves the automotive market. We also note your MD&A discussion of revenues, which shows that different product lines are experiencing dissimilar results. For instance, we note from your disclosures on page 45 that your GeForce GTX GPUs, Tesla computing revenue and Quadro workstation revenue grew by 18%, 37% and 10%, respectively. As another example, it appears that your product lines also have different gross profit margins, with some product lines carrying higher profit margins than others. Please explain to us in greater detail how you concluded that these were similar groups of products or otherwise revise future filings to present revenues by product as set forth in FASB ASC 280-10-50-40.

NVIDIA respectfully acknowledges the Staff's comment.  NVIDIA has two reportable segments: (1) the Graphics Processing Unit, or GPU, business, and (2) the Tegra Processor business. We believe that our current disclosure of revenue by reportable segment meets the requirements of FASB ASC 280-10-50-40 because our reportable segments are themselves major categories of products (i.e., they are groups of similar products that are combined on the basis of similar design and development requirements, product characteristics, manufacturing processes, and distribution channels).  As requested, the information below explains in greater detail how we concluded that our current disclosure of revenue by reportable segments meets the requirements of FASB ASC 280-10-50-40.

The GPU business derives its revenue from the sale of GPU chips and boards. Our GPU products have similar design and manufacturing processes. Our engineers design and develop the GPU specifications, which are then provided to suppliers specializing in wafer fabrication to manufacture our products on semiconductor wafers. We utilize independent subcontractors to perform assembly, testing and packaging of our GPUs, perform incoming quality assurance, and then ship the semiconductors to contract equipment manufacturers, distributors, motherboard and add-in board manufacturers, or AIBs. Our GPU products are also sold through similar channels, to system builders, original equipment manufacturers, or OEMs, AIBs, or retailers/distributors to be used as motherboard or add-in board solutions.  Ultimately, all of our GPU products serve end users seeking high end computational ability and visual computing capability, and they are all based on the same underlying GPU technology. For the reasons described above, we believe our GPU reportable segment revenue consists of groups of similar products.

The Tegra processor business derives its revenue primarily from system- on- a-chip, or SOC, sales.  All of our Tegra SOCs have a similar design and manufacturing process. Our engineers design the SOC specifications, which are then provided to suppliers specializing in wafer fabrication to manufacture our products on semiconductor wafers. We utilize independent subcontractors to perform assembly, testing and packaging of most of our products, as well as perform incoming quality assurance, and then we ship our products through similar sales channels. Ultimately, our Tegra SOCs serve end user mobile devices where visual computing is valued, and they are all based on the same underlying SOC technology. For the reasons described above, we believe our Tegra Processor reportable segment revenue consists of groups of similar products.

We make reference in our MD&A to our product lines in order to help investors understand the product lines in each segment and provide insight into the segment’s performance.  Such references do not negate the fact that these product lines are groups of similar products when considered in the context of the information provided above.

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and Chief Financial Officer

cc:    David M. Shannon - Executive Vice President, Chief Administrative Officer and Secretary

Michael J. Byron - Vice President and Chief Accounting Officer

Eric C. Jensen - Cooley LLP

Wayne Hedden - PricewaterhouseCoopers LLP

July 1, 2014

Via Email
Ms. Colette M. Kress
Executive Vice President and Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 26, 2014
  Filed March 13, 2014
  File No.  000-23985

Dear Ms. Kress :
We have reviewed your letter dated  June 16, 2014  and have the following comments.
We have limited our review to only your financial statements  and related disclosures and do not
intend to expand our review to other  portions of your documents.   In some of our comments, we
may ask you to provide us with information so we may better understand your disclosure.

Please respond to  this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the fiscal year ended January 26, 2014

Note 16. Segment Information, page 95

1. We note your response to prior comment 1, but it i s unclear to us how your current
presentation of revenues by reportable segments meets the requirements of FASB ASC
280-10-50-40. You state that you grouped similar products into their respective
reportable segments. It appears that your conclusion that th ese are similar products is
based on the fact that your products are based on the GPU or the Tegra processor.
However, the underlying end products appear to be unique and serve different functions.
For example, your disclosures on page 5 discuss four produ ct lines for the GPU business
– GeForce, Quadro, Tesla and GRID; and five product lines for the Tegra business –

Ms. Colette M. Kress
NVIDIA Corporation
July 1, 2014
Page 2

 Tegra, Icera, Tegra NOTE, Tegra VCM and SHIELD. Based on the descriptions of the
product lines, they appear to each be unique products that ser ve different purposes. For
example, GeForce serve desktop and notebook PCs, whereas Tesla products are used for
supercomputing and big data applications. Similarly, Tegra products serve smartphones
and other mobile devices, whereas Tegra VCM serves the aut omotive market. We also
note your MD&A discussion of revenues, which shows that different product lines are
experiencing dissimilar results. For instance, we note from your disclosures on page 45
that your GeForce GTX GPUs, Tesla computing revenue and Quad ro workstation
revenue grew by 18%, 37% and 10%, respectively. As another example, it appears that
your product lines also have different gross profit margins, with some product lines
carrying higher profit margins than others. Please explain to us in grea ter detail how you
concluded that these were similar groups of products or otherwise revise future filings to
present revenues by product as set forth in FASB ASC 280 -10-50-40.

You may contact Eric Atallah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

/s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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		Response

VIA EDGAR and FEDEX

June 16, 2014

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin L. Vaughn

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 26, 2014

Filed March 13, 2014

File No. 000-23985

Dear Mr. Vaughn:

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated June 6, 2014, with respect to NVIDIA’s Form 10-K listed above (the “Comment”).  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff’s convenience have been incorporated into this response letter.

Note 16. Segment Information, page 95

1.

 We note on page 5 you refer to various product lines that make up your GPU and Tegra Processor businesses. Please revise future filings to provide the disclosures required by FASB ASC 280-10-50-40.

NVIDIA respectfully acknowledges the Staff's comment.  We considered and applied the disclosure guidance in FASB ASC 280-10-50-40 and believe our current disclosure of revenue by reportable segments meets the requirements of this guidance.  As expressly permitted under ASC 280-10-50-40, we grouped similar products into their respective reportable segments and the revenues reported for these segments represent the combined revenues for these similar products.

NVIDIA has two reportable segments: (1) the Graphics Processing Unit, or GPU, business, and (2) the Tegra Processor business.

Under the GPU business, we have grouped together our various product brands: GeForce, Quadro, Tesla, and GRID, all of which are based on the GPU. The product differentiation in our GPU brands is based on the computational ability and visualization capability of the particular GPU, as opposed to being based on a different underlying technology. We derive our revenue from the sale of these GPU semiconductors and boards.

Under the Tegra Processor business, we have grouped together products leveraging the Tegra system-on-a-chip (SOC) processor. A Tegra SOC processor incorporates GPUs and multi-core CPUs together with audio, video and input/output capabilities. They can also contain an integrated baseband processor to add voice and data communication and conserve power while delivering graphics and multimedia processing capabilities. We derive our revenue from the sale of these SOCs to manufacturers that embed the SOCs in their various end products.

Based on consideration of the above factors, we believe that our revenue from our reportable segments represents revenue from groups of similar products. Therefore, we respectfully submit to the Staff that the products within our GPU and Tegra Processor businesses are groups of similar products for purposes of the disclosure requirements of ASC 280-10-50-40 and believe our current disclosure of revenue by reportable segments meets the requirements of this guidance. In addition, we have reviewed the disclosures of other companies in the semiconductor industry who we consider to be comparable peer companies, and we believe that our disclosure is consistent with the disclosure of such companies.

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Colette M. Kress

   Colette M. Kress

   Executive Vice President and Chief Financial Officer

cc:    David M. Shannon - Executive Vice President, Chief Administrative Officer and Secretary

Michael J. Byron - Vice President and Chief Accounting Officer

Eric C. Jensen - Cooley LLP

Wayne Hedden - PricewaterhouseCoopers LLP

June 6 , 2013

Via Email
Colette M. Kress
Executive Vice President and Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 26, 2014
  Filed March 13, 2014
  File No.  000-23985

Dear Ms. Kress :
We have reviewed your filing an d have the following comments.   We have limited our
review to only your financial statements  and related disclosures and do not intend to expand our
review to other  portions of your documents.   In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten b usiness days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended January 2 6, 201 4

Note 16. Segment Information, page 95

1. We note on page 5 you refer to various product lines that make up your GPU and Tegra
Processor businesses. Please revise future filings to provide the disclosures required by
FASB ASC 280 -10-50-40.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible  for the adequacy and accuracy of the disclosure in the filing;

Colette M. Kress
NVIDIA Corporation
June 6, 2014
Page 2

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Eric Atallah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

/s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

August 2 8, 2013

Via Email
Karen Burns
Vice President and Interim Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the Y ear Ended January 27, 2013
  Filed March 12, 2013
  File No.  000-23985

Dear Ms. Burns :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kevin L. Vaughn

Kevin L. Vaughn
        Accounting Branch Chief

CORRESP
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		SEC Comment Response - 3

VIA EDGAR and FEDEX

August 22, 2013

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin L. Vaughn

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 27, 2013

Filed March 12, 2013

File No. 000-23985

Dear Mr. Vaughn:

On behalf of NVIDIA Corporation (“NVIDIA” or the “Company”), I am responding to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 31, 2013, with respect to NVIDIA's Form 10-K listed above (the “Comments”).  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff's convenience have been incorporated into this response letter.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 38

Inventories, page 41

1.

 We note your response to prior comment 1.  Please address the following:

•

 Tell us how your use and disclosure of increases and decreases in an inventory “reserve” is consistent with the guidance in SAB Topic 5BB.

•

 Alternatively, revise the proposed disclosure to remove the references to an inventory reserve and to instead discuss the inventory write-downs taken in each reported period.  Revise the discussion in the Critical Accounting Policies and Estimates section of MD&A to provide a robust discussion of the factors that resulted in the write-downs in each period and to clearly discuss the critical estimates and assumptions you make in determining obsolete and excess inventory amounts, as well as the estimated market value of your inventory.

•

 To enhance the investor's understanding of the reliability of your estimates, revise the section to disclose the amounts of inventory write-downs recorded in each reported period as well as the amounts by which your gross margins were favorably impacted by the sale of previously written-down inventory in those periods.

•

 Provide us a copy of your proposed disclosure

NVIDIA respectfully acknowledges the Staff's comment and has provided a copy of our updated proposed disclosure for Inventories in the Critical Accounting Policies and Estimates section of MD&A below. As requested, we have revised the disclosure to remove the references to an inventory reserve and to instead discuss the inventory write-downs taken in each reported period. In addition, we have revised the discussion in the Critical Accounting Policies and Estimates section of MD&A to provide a robust discussion of the factors that resulted in the write-downs in each period and to clearly discuss the critical estimates and assumptions we make in determining obsolete and excess inventory amounts. We have also revised the section to disclose the amounts of inventory write-downs recorded in each reported period as well as the amounts by which our gross margins were favorably impacted by the sale of previously written-down inventory in those periods. Our updated proposed disclosure is as follows:

 “Inventories

Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis. Inventory costs consist primarily of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, and shipping costs. We charge cost of sales for inventory provisions to write down our inventory to the lower of cost or estimated market value or to completely write off obsolete or excess inventory. Most of our inventory provisions relate to the write-off of excess quantities of products, based on our inventory levels and future product purchase commitments compared to assumptions about future demand and market conditions. Once inventory has been written-off or written-down, it creates a new cost basis for the inventory that is not subsequently written-up.

Situations that may result in excess or obsolete inventory include changes in business and economic conditions, changes in consumer confidence caused by changes in market conditions, sudden and significant decreases in demand for our products, inventory obsolescence because of rapidly changing technology and customer requirements, failure to estimate customer demand properly for older products as newer products are introduced, or unexpected competitive pricing actions by our competition. In addition, cancellation or deferral of customer purchase orders could result in our holding excess inventory. Also, because we often sell a substantial portion of our products in the last month of each quarter, we may not be able to reduce our inventory purchase commitments in a timely manner in response to customer cancellations or deferrals.

Charges to cost of sales for inventory provisions totaled $89.9 million, $53.0 million and $175.2 million, unfavorably impacting our gross margin by 2.1%, 1.3% and 4.9%, in fiscal years 2013, 2012 and 2011, respectively. Sales of inventory that was previously written-off or written-down totaled $53.7 million, $71.1 million and $69.0 million, favorably impacting our gross margin by 1.3%, 1.8%, and 1.9% in fiscal years 2013, 2012 and 2011, respectively. As a result, the overall net effect on our gross margin from charges to cost of sales for inventory provisions and sales of items previously written-off or written-down was a 0.8% unfavorable impact in fiscal year 2013, a 0.5% favorable impact in fiscal year 2012, and a 3.0% unfavorable impact in fiscal year 2011.

During fiscal years 2013 and 2012, the charges we took to cost of sales for inventory provisions were primarily related to the write-off of excess quantities of certain older generations of GPU and Tegra Processor products whose inventory levels were higher than our updated forecasts of future demand for those products. As a fabless semiconductor company, we must make commitments to purchase inventory based on forecasts of future customer demand. In doing so, we must account for our third-party manufacturers' lead times and constraints. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products.  During fiscal year 2011, the charges we took to cost of sales for inventory provisions were primarily related to the write-off of certain older generations of GPU and MCP products during the second quarter of fiscal year 2011. These write-offs resulted from lowered demand assumptions after rising memory costs and the weakness of the Euro increased end market prices of graphics add-in cards, and growing economic concerns in Europe and China began to create pressure on discretionary spending. As a result, the market moved towards lower-cost GPUs and PCs with integrated graphics. This unexpected consumer PC market weakness resulted in lowered demand assumptions, and therefore excess inventory that we wrote off.

Please refer to the Gross Profit and Gross Margin section under the Results of Operations section of Management's Discussion and Analysis for further discussion.”

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Karen Burns

Karen Burns

Vice President and Interim Chief Financial Officer

cc: David M. Shannon - Executive Vice President, General Counsel and Secretary

Michael J. Byron - Vice President of Finance and Principal Accounting Officer

Eric C. Jensen - Cooley LLP

Gilbert Simonetti III - PricewaterhouseCoopers LLP

Wayne Hedden - PricewaterhouseCoopers LLP

July 31 , 2013

Via Email
Karen Burns
Vice President and Interim Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 27, 2013
  Filed March 12, 2013
  File No.  000-23985

Dear Ms. Burns :

We have reviewed your letter dated July 17, 2013  and have the following comments.   In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended Ja nuary 27, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 38

Inventories, page 41

1. We note your response to prior comment 1.   Please address the following:

 Tell us how your use and disclosure of i ncreases and decreases in an inventory
“reserve” is consistent with the guidance in SAB Topic 5BB.

 Alternatively, revise the proposed disclosure to remove the references to an inventory
reserve and to instead discuss the inventory write -downs taken in ea ch reported
period.   Revise the discussion in the Critical Accounting Policies and Estimates

Karen Burns
NVIDIA Corporation
July 31, 2013
Page 2

 section of MD&A to provide a robust discussion of the factors that resulted in the
write -downs in each period and to clearly discuss the critical estimates and
assumptions you make in determining obsolete and excess inventory amounts, as well
as the estimated market value of your inventory.

 To enhance the investor’s understanding of the reliability of your estimates, revise the
section to disclose the amounts of i nventory write -downs recorded in each reported
period as well as the amounts by which your gross margins were favorably impacted
by the sale of previously written -down inventory in those periods.

 Provide us a copy of your proposed disclosure.

 You may con tact Eric Atallah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

 /s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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filename1.htm

		2nd Response

VIA EDGAR and FEDEX

July 17, 2013

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin L. Vaughn

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 27, 2013

Filed March 12, 2013

File No. 000-23985

Dear Mr. Vaughn:

On behalf of NVIDIA Corporation (“NVIDIA”), I am responding to comments received from the staff of the Securities and Exchange Commission (the “Staff” and the “Commission”) by letter dated July 8, 2013 (the “Comment”) with respect to NVIDIA's Annual Report on Form 10-K for the year ended January 27, 2013.  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff's convenience have been incorporated into this response letter.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 38

Inventories, page 41

1.

 We note your response to prior comments 1 and 2. While the revised disclosure is helpful in describing the factors that impact your inventory reserve, it does not appear to fully describe the reasons for the inventory reserve being so significant relative to your gross inventory balance. Please provide additional information to assist investors in understanding why your inventory reserve balance is so high relative to the gross inventory balance or otherwise clarify for us how the proposed revised disclosure provided in your response letter addresses this question. In this regard, we note your statement that as a fabless semiconductor company you must make commitments to purchase inventory based on forecasts of future demand. Expand your disclosures in future filings to discuss how accurate your estimates of future demand have been in the past.

Response:

NVIDIA respectfully acknowledges the Staff's comment and would like to clarify how our proposed revised disclosure addresses the Staff's questions.

Firstly, we would like to clarify that our proposed expanded disclosure is comprised of two paragraphs - the first one being the paragraph at the bottom of page 41 of our Annual Report on Form 10-K for the year ended January 27, 2013 and the second one being the expanded proposed paragraph that was provided in our previous response to the Staff. When taken together, we believe the disclosures around inventory reserves in these two paragraphs provide a comprehensive understanding of our business to our investors. In order to further clarify, we have copied the complete proposed disclosure below:

“Inventories

Inventory cost is computed on an adjusted standard basis, which approximates actual cost on an average or first-in, first-out basis. Inventory costs consist primarily of the cost of semiconductors purchased from subcontractors, including wafer fabrication, assembly, testing and packaging, manufacturing support costs, including labor and overhead associated with such purchases, final test yield fallout, inventory provisions and shipping costs. We write down our inventory to the lower of cost or estimated market value. Obsolete or unmarketable inventory is completely written off based upon assumptions about future demand, future product purchase commitments, estimated manufacturing yield levels and market conditions. If actual market conditions are less favorable than those projected by management, or if our current inventory or our future product purchase commitments to our suppliers exceed our forecasted future demand for such products, additional future inventory write-downs may be required that could adversely affect our operating results. Inventory reserves once established are not reversed until the related inventory has been sold or scrapped.  If actual market conditions are more favorable than expected and we sell products that we have previously written down, our reported gross margin would be favorably impacted.

“As of January 26, 2014, our inventory reserve was $[ ] million which represented [ ]% of our gross inventory balance. As a percentage of our gross inventory balance, our inventory reserve has ranged between 15.0% and 30.6% during fiscal years 2011 through 2014. Our inventory reserve is primarily comprised of certain older generations of GPU and Tegra Processor products. Most of our inventory reserves are recorded based on our inventory levels and future product purchase commitments compared to current assumptions about future demand and market conditions. As a fabless semiconductor company, we must make commitments to purchase inventory based on forecasts of future customer demand. In doing so, we must account for our third-party manufacturers' lead times and constraints. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products. As these dynamics change, the level of our inventory reserves relative to our gross inventory may fluctuate. For example, during the second quarter of fiscal 2011, rising memory costs and the weakness of the Euro increased end market prices of graphics add-in cards, and the growing economic concerns in Europe and China began to create pressure on discretionary spending. As a result, the market moved towards lower-cost GPUs and PCs with integrated graphics. This unexpected consumer PC market weakness resulted in excess inventory of certain, primarily older generation, products. As a consequence, our results for the second quarter of fiscal 2011 included charges for a large inventory write-down, and our inventory reserve as a percentage of gross inventory increased from 15.0% as of May 2, 2010 to 25.4% as of August 1, 2010. Subsequently, demand for new generation GPU products for desktop and notebook

PCs contributed to an increase in GPU revenue and in our assumptions about future demand, which when compared to our inventory levels and future product purchase commitments, resulted in lower GPU inventory reserves and in an overall decrease in inventory reserve as a percentage of gross inventory balance to 20.3% as of July 29, 2012.”

Secondly, while we strive to minimize inventory reserves and their impact on our results of operations, we do not consider our inventory reserves to be high as a percentage of gross inventory. As indicated in the proposed expanded disclosure above, our inventory reserves as a percentage of gross inventory ranged from 15.0% to 30.6% during the last several fiscal years, and were 22.0% as of the end of fiscal 2013.  Our inventory reserves are a function of factors that are both within our control (e.g. management of future purchase commitments) and market conditions that may not be within our control (e.g. global economic recession, changes in consumer buying preferences, etc.). As a result, the need to reserve for inventory beyond our demand forecast can fluctuate over time as we have disclosed within our current and proposed expanded disclosure.

Thirdly, we respectfully submit to the Staff that, in addition to the factors noted above, our consistent practice has been to make appropriate additional disclosures in “Management's Discussion and Analysis - Results of Operations (MD&A)” during any fiscal quarter or year when NVIDIA's results of operations have been impacted by either significant additions to inventory reserves or significant sales of previously-reserved inventory, including a discussion of the underlying nature of such events.

For example, in the last paragraph of Page 31 of our Form 10-Q for the quarter ended August 1, 2010, in the overall discussion of gross margin in MD&A we made the following disclosure:

“Our overall gross margin was 16.6% and 20.2% for the second quarter of fiscal year 2011 and 2010, respectively and 32.6% and 24.0% for the first half of fiscal year 2011 and 2010, respectively. The regression in gross margin for the second quarter of fiscal year 2011 when compared to the second quarter of fiscal year 2010 was impacted by an additional charge related to weak die/packaging material set and also by our write−down of excess inventories. Inventory reserves taken during the second quarter and first half of fiscal year 2011 were approximately $94 million and $122 million higher compared to reserves taken in the second quarter and first half of fiscal year 2010, respectively. Offsetting these charges were the continuing positive impact of improved yields of our 40nm products as well as other manufacturing cost reductions.

On the following page in the “GPU Business” paragraph we continued with:

 “Additionally, during the second quarter of fiscal year 2011, unexpected PC market weakness resulted in excess inventory. As a consequence, we recorded related charges for inventory reserves and the gross margin of our GPU Business was negatively impacted by these charges.”

Further, three fiscal quarters subsequent to the above disclosures, we made the following disclosure on page 27 of our Form 10-Q for the quarter ended May 1, 2011 in MD&A in which we highlighted and quantified the impact of sales of previously-reserved inventory on our gross margin:

“Our overall gross margin was 50.4% and 45.6% for the first quarter of fiscal year 2012 and 2011, respectively. The improvement in gross margin for the first quarter of fiscal year 2012 when compared to the first quarter of fiscal year 2011 was attributable to a richer product mix and the continuing positive impact of improved yields of our 40nm products as well as other manufacturing cost reductions. Additionally, our gross margin was favorably impacted by sales of products that were previously written off or written down and sales of such items improved gross margin by approximately 2.7% and 1.2% in the first quarter of fiscal years 2012 and 2011, respectively. Offsetting these releases are provisions for new inventory reserves. The net effect to gross margin from new inventory reserves and sales of items previously written down was a 1.4% favorable impact in the first quarter of fiscal year 2012 and 2.2% unfavorable impact in the first quarter of fiscal year 2011.”

Finally, with respect to the Staff's request for expanded disclosures regarding forecast accuracy in future filings, we respectfully request the Staff to consider our proposed expanded disclosures as adequately fulfilling that request. As indicated in our existing and proposed expanded disclosures, including the risk factor titled “Our failure to estimate customer demand properly could adversely affect our financial results” on page 20 of our Annual Report on Form 10-K for the fiscal year ended January 27, 2013, NVIDIA must consider many factors in addition to estimates of future demand when determining our ongoing level of purchase commitments. Such factors include third-party manufacturer lead times and constraints, competitor product offerings, new product transitions, and macroeconomic conditions, among others. In this ongoing process, we utilize a variety of information  in order to estimate future demand. We respectfully note to the Staff that the amount of our inventory reserve itself from quarter to quarter provides investors with information regarding the overall accuracy of our estimates of future demand relative to our gross inventory levels. And, to the extent our inventory reserve is significantly affected by differences between actual demand and forecasted demand, we have provided appropriate additional disclosures in MD&A in the past, and will continue to do so in future filings.

In summary, we believe the combination of the expanded disclosures above and our current MD&A disclosures provide our investors with a comprehensive level of information to help them understand our inventory reserves and their impact on our results of operations.

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Karen Burns

Karen Burns

Vice President and Interim Chief Financial Officer

cc: David M. Shannon - Executive Vice President, General Counsel and Secretary

Michael J. Byron - Vice President of Finance and Principal Accounting Officer

Eric C. Jensen - Cooley LLP

Gilbert Simonetti III - PricewaterhouseCoopers LLP

Wayne Hedden - PricewaterhouseCoopers LLP

July 8, 2013

Via Email
Karen Burns
Vice President and Interim Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 27, 2013
  Filed March 12, 2013
  File No.  000-23985

Dear Ms. Burns :

We have reviewed your letter dated June  26, 2013  and have the following comments.   In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended Ja nuary 27, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 38

Inventories, page 41

1. We note your response to prior comments 1 and 2. While the revised disclosure is helpful
in describing the factors  that impact your inventory reserve, it does not appear to fully
describe the reasons for the inventory reserve being so significant relative to your gross
inventory balance. Please provide additional information to assist investors in
understanding why yo ur inventory reserve balance is so high relative to the gross
inventory balance or otherwise clarify for us how the proposed revised disclosure
provided in your response letter addresses this question. In this regard, we note your
statement that as a fable ss semiconductor company you must make commitments to

Karen Burns
NVIDIA Corporation
July 8 , 2013
Page 2

 purchase inventory based on forecasts of future demand. Expand your disclosures in
future filings to discuss how accurate your estimates of future demand have been in the
past.

 You may contact Eric At allah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

 /s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

CORRESP
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filename1.htm

		Response to SEC comment letter for FY13 10-K

VIA EDGAR and FEDEX

June 26, 2013

United States Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kevin L. Vaughn

RE:     NVIDIA Corporation

Form 10-K for the Year Ended January 27, 2013

Filed March 12, 2013

File No. 000-23985

Dear Mr. Vaughn:

On behalf of NVIDIA Corporation (“NVIDIA”), I am responding to comments received from the staff of the Securities and Exchange Commission (the “Staff” and the “Commission”) by letter dated May 20, 2013 (the “Comment”) with respect to NVIDIA's Annual Report on Form 10-K for the year ended January 27, 2013.  The numbering of the paragraphs below corresponds to the numbering of the Comments, which for the Staff's convenience have been incorporated into this response letter.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations, page 38

Inventories, page 41

1.

 We note your disclosure that during the past two fiscal years, your inventory reserve has ranged between 15.0% and 30.6% of your gross inventory balance, with your inventory reserve representing 22.0% of the gross inventory balance at January 27, 2013.  Please revise future filings to discuss this variability in greater detail by addressing the factors that have caused your inventory reserve to fluctuate so much in recent years.  Provide us with a sample of your proposed revised disclosures.

2.

 Further to the above, we note your inventory reserve is relatively significant compared to your gross inventory balance.  Please expand your disclosures in future filings to explain the factors that contribute to the large inventory reserve.  Provide us with a sample of your proposed revised disclosures.

Response:

NVIDIA respectfully acknowledges the Staff comments and will expand disclosures in future filings to discuss the variability in the range of our inventory reserve including greater detail of factors that have caused fluctuations in recent years.  Further, we shall expand disclosure of factors that contribute to the large inventory reserve compared to gross inventory balance.  In our Annual Report on Form 10-K for the period ending January 26, 2014, we propose to provide a disclosure similar to the following sample.

“As of January 26, 2014, our inventory reserve was $[   ] million which represented [   ]% of our gross inventory balance.  As a percentage of our gross inventory balance, our inventory reserve has ranged between 15.0% and 30.6% during fiscal years 2011 through 2014.  Our inventory reserve is primarily comprised of certain older generations GPU and Tegra Processor products. Most of our inventory reserves are recorded based on our inventory levels and future product purchase commitments compared to current assumptions about future demand and market conditions.  As a fabless semiconductor company, we must make commitments to purchase inventory based on forecasts of future customer demand. In doing so, we must account for our third-party manufacturers' lead times and constraints. We also adjust to other market factors, such as product offerings and pricing actions by our competitors, new product transitions, and macroeconomic conditions - all of which may impact demand for our products. As these dynamics change, the level of our inventory reserves relative to our gross inventory may fluctuate. For example, during the second quarter of fiscal 2011, rising memory costs and the weakness of the Euro increased end market prices of graphics add-in cards, and the growing economic concerns in Europe and China began to create pressure on discretionary spending. As a result, the market moved towards lower-cost GPUs and PCs with integrated graphics. This unexpected consumer PC market weakness resulted in excess inventory of certain, primarily older generation, products. As a consequence, our results for the second quarter of fiscal 2011 included charges for a large inventory write-down, and our inventory reserve as a percentage of gross inventory increased from 15.0% as of May 2, 2010 to 25.4% as of August 1, 2010.  Subsequently, demand for new generation GPU products for desktop and notebook PCs contributed to an increase in GPU revenue and in our assumptions about future demand, which when compared to our inventory levels and future product purchase commitments, resulted in lower GPU inventory reserves and in an overall decrease in inventory reserve as a percentage of gross inventory balance to 20.3% as of July 29, 2012.”

Goodwill, page 43

3.

 We note your disclosures on page 44 regarding the quantitative assessment performed in fiscal year 2013.  You state that the impairment testing indicated that the fair value of one of your reporting units exceeded the carrying value by only 23%, down from 30% in the prior year.  For any reporting units where the fair value does not substantially exceed the carrying value, please revise future filings to provide expanded disclosure.  In this regard, disclose the amount of goodwill allocated to the reporting unit, the degree of uncertainty associated with key assumptions and a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Response:

NVIDIA respectfully acknowledges the Staff comments.  In accordance with the Staff's proposal, we will revise future filings to provide expanded disclosure for any reporting units where the fair value does not substantially exceed the carrying value, including the amount of goodwill allocated to each such reporting unit, the degree of uncertainty associated with key assumptions and a description of potential events and/or changes in circumstances that could reasonably be expected to negatively affect the key assumptions.

Note 1 - Organization and Summary of Significant Accounting Polices, page 69

Revenue Recognition, page 70

4.

 We note your disclosure here regarding your rebate programs.  You state that you accrue for 100% of the potential rebates at the later of the date at which you record the related revenue or the date at which we offer the rebate.  With reference to FASB ASC 605-50-25, please explain to us in greater detail why you recognize the full amount of the potential rebates.  Discuss why you are not able to reasonably and reliably estimate the amount of rebates that will be claimed by customers.  In this regard, please provide us with a rollforward of your rebate accrual balances at each balance sheet date that separately shows the amount of rebates accrued, the amount of rebates paid out and the adjustments to the rebate accruals.

Response:

NVIDIA respectfully acknowledges the Staff's comment. In summary, we recognize the full amount of potential rebates as (1) the uncertainty around the exact end customer who may claim the rebate does not allow for any rebate claim experience to be reasonably and reliably estimated at the end customer level, given the number of rebate programs we offer, and the frequency of change in our related product offerings, and (2) over 95% of the rebates we accrue in the aggregate are eventually claimed.

Sales Channel Overview

We work closely with original equipment manufacturers, or OEMs, contract equipment manufacturers, or CEMs, original design manufacturers, or ODMs, system builders, motherboard manufacturers, and add-in board manufacturers, or AIBs, to define product features, performance, price and timing of new products.

We typically sell our GPUs to CEMs and ODMs, based on purchase orders they place with NVIDIA. The CEM/ODMs, rather than the OEMs, are our customers. Our rebate programs primarily consist of rebates to OEMs and AIBs. Our rebate programs generally commit a price rebate to the OEMs for the NVIDIA GPUs that are included in the OEMs' computer products that they purchase from the CEM/ODMs.

For the purposes of this discussion, we will focus on rebates to OEMs since the claim rate of rebates that we accrue related to sales to AIBs is approximately 100%, whereas the claim rate of rebates to OEMs is slightly less than 100% and is more variable.

OEM Rebate Process

We accrue a rebate at the time we ship the GPUs to the CEMs/ODMs. The accrued rebate per unit varies based on the GPU product sold and the designation of the end customer (OEM) on the CEM/ODM's purchase order. We assume that 100% of rebates will be ultimately claimed by the OEMs and therefore we do not apply a breakage factor in recording the rebate accrual.

When OEMs submit rebate claims, we compare the information that the OEMs submit with the corresponding information that we had recorded at the time we shipped the GPUs to the CEMs/ODMs. When we have properly matched the rebate claim information submitted by the OEMs to the information in the rebate program, we pay the rebate to the OEMs and reduce the rebate accrual.

On occasion, an OEM will submit a rebate claim for fewer units than the quantity that the CEM/ODM had originally identified in the purchase order they issued to us (that had designated the quantity of products to be manufactured for that OEM). Instead, either a different OEM may submit a rebate claim with the proper supporting information for purchasing either all or some of the remaining units covered by the original CEM/ODM's purchase order to NVIDIA, or no rebate claim is ever submitted for some of the units.

GAAP Accounting Treatment

We account for our rebate programs in accordance with ASC-605-50-25, which states:

ASC-605-50-25

25-4 Certain sales incentives entitle a customer to receive a reduction in the price of a product or service by submitting a form or claim for a refund or rebate of a specified amount of a prior purchase price charged to the customer at the point of sale (for example, mail-in rebates and certain manufacturer coupons). A vendor shall recognize a liability (or deferred revenue) for those sales incentives at the later of (a) and (b) in the preceding paragraph, based on the estimated amount of refunds or rebates that will be claimed by customers. However, if the amount of future rebates or refunds cannot be reasonably and reliably estimated, a liability (or deferred revenue) shall be recognized for the maximum potential amount of the refund or rebate (that is, no reduction for breakage shall be made). The ability to make a reasonable and reliable estimate of the amount of future rebates or refunds depends on many factors and circumstances that will vary from case to case. However, any of the following factors may impair a vendor's ability to make a reasonable and reliable estimate:

a.

 Relatively long periods in which a particular rebate or refund may be claimed

b.

 The absence of historical experience with similar types of sales incentive programs with similar products or the inability to apply such experience because of changing circumstances

c.  The absence of a large volume of relatively homogeneous transactions.

We believe that our accounting for rebates is in accordance with ASC 605-50-25 for the following reasons:

1.

 While we have a long history of rebate arrangements with OEMs, we believe we are unable to apply our historical experience to reliably estimate the amount of rebates that will eventually be claimed by individual OEMs. The OEMs are not our direct customers and the quantity and mix of demand they place on CEM/ODMs may shift as we introduce new generations and iterations of products and as we experience changes in new competitor offerings.

2.

 We typically find over 95% of the rebates we accrue each year are eventually claimed, which is substantially close to 100%. However, this percentage varies by program and customer.

3.

 Total releases of unclaimed rebates in fiscal 2012 and 2013 represented only 0.5% and 0.4% of total revenue.

Rebate Rollforward

While there are a number of uncertainties associated with each individual OEM rebate program, such that it is impractical to estimate breakage at that level, overall we believe that the magnitude of releases of unclaimed rebates for fiscal 2012 and 2013 were not significant and reflect our historical experience.

($'s in millions)

 Fiscal 2012

 Fiscal 2013

Beginning Balance, Rebate Accrual

 $

 133.5

 $

 103.3

Rebate Accruals

 422.1

 357.5

Payments

 (432.1

 )

 (334

 )

Releases

 (20.2

 )

 (16.1

 )

Ending Balance, Rebate Accrual

 $

 103.3

 $

 110.7

Revenue

 $

 3,997.9

 $

 4,280.2

Rebate Releases as a % of Revenue

 0.5

 %

 0.4

 %

Rebate Release as a % of Rebate Accruals

 4.8

 %

 4.5

 %

* * * *

In addition, NVIDIA acknowledges:

•

 NVIDIA is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 NVIDIA may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please do not hesitate to call me at (408) 486-2000, if you have any questions or would like any additional information regarding this matter.

Sincerely,

NVIDIA Corporation

By: /s/ Karen Burns

Karen Burns

Vice President and Interim Chief Financial Officer

cc: David M. Shannon - Executive Vice President, General Counsel and Secretary

Michael J. Byron - Vice President of Finance and Principal Accounting Officer

Eric C. Jensen - Cooley LLP

Gilbert Simonetti III - PricewaterhouseCoopers LLP

Wayne Hedden - PricewaterhouseCoopers LLP

May 20, 2013

Via Email
Karen Burns
Vice President and Interim Chief Financial Officer
NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, CA 95050

 Re: NVIDIA Corporation
Form 10 -K for the  Year Ended January 27, 2013
  Filed March 12, 2013
  File No.  000-23985

Dear Ms. Burns :

We have reviewed your filing an d have the following comments.   We have limited our
review to only your financial statements  and related  disclosures and do not intend to expand our
review to other  portions of your documents.

  In some of our comments, we may ask you to provide us with information so we may
better understand your disclosure.

Please respond to this letter within ten business days by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances please tell us why in y our response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended January 27, 2013

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations, page 38

Inventories, page 41

1. We note your disclosure that during the past two fiscal years, your inventory reserve has
ranged between 15.0% and 30.6% of your gross inventory balance, with your inventory
reserve representing 22.0% of the gr oss inventory balance at January 27, 2013. Please
revise future filings to discuss this variability in greater detail  by addressing  the factors

Karen Burns
NVIDIA Corporation
May 20, 2013
Page 2

 that have caused your inventory reserve to fluctuate so much in recent years. Provide us
with a sample of your propos ed revised disclosures.

2. Further to the above, we note your inventory reserve is relatively significant compared to
your gross inventory balance. Please expand your disclosures in future filings to explain
the factors that contribute to t he large inventory reserve. Provide us with a sample of your
proposed revised disclosures.

Goodwill, page 43

3. We note your disclosures on page 44 regarding the quantitative assessment performed in
fiscal year 2013. You state that the impairment testing in dicated that the fair value of one
of your reporting units exceeded the carrying value by only 23%, down from 30% in the
prior year. For any reporting units where the fair value does not substantially exceed the
carrying value, please revise future filings  to provide expanded disclosure. In this regard,
disclose the amount of goodwill allocated to the reporting unit, the degree of uncertainty
associated with key assumptions and a description of potential events and/or changes in
circumstances that could rea sonably be expected to negatively affect the key
assumptions.

Note 1 – Organization and Summary of Significant Accounting Polices, page 69

– Revenue Recognition, page 70

4. We note your disclosure here regarding your rebate programs. You state that you ac crue
for 100% of the potential rebates at the later of the date at which you record the related
revenue or the date at which we offer the rebate. With reference to FASB ASC 605 -50-
25, please explain to us in greater detail why you recognize the full amount  of the
potential rebates. Discuss why you are not able to reasonably and reliably estimate the
amount of rebates that will be claimed by customers. In this regard, please provide us
with a rollforward of your rebate accrual balances at each balance sheet date that
separately shows the amount of rebates accrued, the amount of rebates paid out and the
adjustments to the rebate accruals.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not as sert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Karen Burns
NVIDIA Corporation
May 20, 2013
Page 3

 You may contact Eric Atallah, Staff Accountant at  (202) 551 -3663 or me at (202) 551 -
3643 if you have questions regarding these comments.   In this regard, do not hesitate to contact
Martin James, Senior Assistant Chief Accountant at (202) 551 -3671 .

Sincerely,

 /s/ Kevin L. Vaughn

Kevin L. Vaughn
Accounting Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

 June 13, 2011
 Via Facsimile

David L. White Chief Financial Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050
 Re: NVIDIA Corporation
Form 10-K for the Fiscal Year Ended January 30, 2011
  Filed March 16, 2011
File No. 000-23985

Dear Mr. White:

We have completed our review of your f ilings.  We remind you that our comments or
changes to disclosure in res ponse to our comments do not for eclose the Commission from taking
any action with respect to the company or the filings and the company may not assert staff
comments as a defense in any proceeding ini tiated by the Commission or any person under the
federal securities laws of the United States.  We urge all pers ons who are responsible for the
accuracy and adequacy of the disclosure in the fi lings to be certain that the filings include the
information the Securities Exchange Act of 1934 and all applicable rules require.
           S i n c e r e l y ,           /s/ Jeffrey Jaramillo

        Jeffrey Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
1
filename1.htm

    response.htm

June 6, 2011

Via Edgar and Federal Express

Jeff Jaramillo

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Re:          NVIDIA Corporation

Form 10-K for the fiscal year ended January 30, 2011

File Number 000-23985

Dear Mr. Jaramillo:

On behalf of NVIDIA Corporation (the “Company”) we are submitting for filing this letter in response to a comment received from the staff of the Securities and Exchange Commission (the “Commission” and the “Staff”) by letter dated May 27, 2011 (the “Comment Letter”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2011.

The paragraph below corresponds to the comment in the Comment Letter, which for the Staff’s convenience has been included in this response letter.

Form 10-K for the fiscal year ended January 30, 2011

Liquidity, page 48

1.

We note your disclosure on page 87 that as of January 30, 2011, United States federal and state income taxes have not been provided on approximately $904.3 million of undistributed earnings of non-United States subsidiaries as such earnings are considered to be indefinitely reinvested.  To the extent such amounts could be considered material to an understanding of  your liquidity and capital resources, please revise your future filings to disclose the amounts of the cash and investment amounts held by our foreign subsidiaries that would not be available for use in the United States.  Please further provide a discussion of any known trends, demands or uncertainties as a result of this policy that are reasonably likely to have a material effect on the business as a whole or that may be relevant to your financial flexibility.  Refer to Item 303(a)(1) of Regulation S-K, SEC Release 33-8350, and Financial Reporting Codification Section 501.03.a.

       The Company respectfully acknowledges the Staff comment.  The Company notes that as stated in Item 303(a)(1) of Regulation S-K, a company should “identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the registrant’s liquidity increasing or decreasing in any material way.”

        In response to the Staff’s comment, the Company has disclosed under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations- Liquidity and Capital Resources”  in its Quarterly Report on Form 10-Q for the period ended May 1, 2011, filed with the Commission on May 27, 2011, the following:

  “Our cash balances are held in numerous locations throughout the world, including substantial amounts held outside of the United States. As of May 1, 2011, we had cash, cash equivalents and marketable securities of $773.2 million held within the United States and $1.95 billion held outside of the United States.  Most of the amounts held outside the United States may be repatriated to the United States but, under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits.  Further, repatriation of some foreign balances may be restricted by local laws. As of January 30, 2011, we have not provided for U.S. federal and state income taxes on approximately $904.3 million of undistributed earnings of non-United States subsidiaries, as such earnings are considered indefinitely reinvested outside the United States.  Although we have no current need to do so, if we repatriate foreign earnings for cash requirements in the United States, we would incur U.S. federal and state income tax, less applicable foreign tax credits, and reduced by the current amount of our U.S. federal and state net operating loss and tax credit carryforwards.  Further, in addition to the $773.2 million of cash, cash equivalents and marketable securities held within the United States and available to fund our U.S. operations and any other U.S. cash needs, we have access to external sources of financing if cash is needed in the United States other than by repatriation of foreign earnings where U.S. income tax may otherwise be due.  Accordingly, we do not reasonably expect any material effect on our business, as a whole, or to our financial flexibility with respect to our current cash balances held outside of the United States.”

The Company further advises the Staff that it will undertake to provide substantially similar disclosure as of the end of its fiscal year in future Annual Reports on Form 10-K.

In connection with responding to the Staff’s comments, the Company acknowledges that:

·

the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

·

staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

·

The Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please call me at (408) 486-2000 regarding any questions or comments on this matter.

Sincerely,

/s/ Karen Burns

Karen Burns

Interim Chief Financial Officer

cc:           Jen-Hsun Huang

Timothy D. Carey (PricewaterhouseCoopers LLP)

                 Eric C. Jensen (Cooley LLP)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3030

       DIVISION OF
CORPORATION FINANCE

May 27, 2011
 David L. White Chief Financial Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050
 Re: NVIDIA Corporation
Form 10-K for the Fiscal Year Ended January 30, 2011
  Filed March 16, 2011
File No. 000-23985

Dear Mr. White:

We have limited our review to only your financial statements and related disclosures and do
not intend to expand our review to other portions of your documents.  In our comment, we may ask
you to provide us with information so we may better understa nd your disclosure.
 Please respond to this letter within te n business days by providing the requested
information, or by advising us when you will provide the requested response.  If you do not believe our comment applies to your facts and circumstances, please tell us why in your response.
 After reviewing the information you provide in  response to this comment, we may have
additional comments.                 Form 10-K for the Fiscal Year Ended January 30, 2011

  Liquidity, page 48

1. We note your disclosure on page 87 that as of January 30, 2011, United States federal and
state income taxes have not been pr ovided on approximately $904.3 million of
undistributed earnings of non-United States subs idiaries as such earnings are considered
to be indefinitely reinvested.  To the extent  such amounts could be c onsidered material to
an understanding of your liquidity and capital resources, please revise your future filings

David L. White
NVIDIA Corporation May 27, 2011 Page 2
 to disclose the amounts of the cash and investment amounts held by your foreign subsidiaries that would not be available fo r use in the United States.  Please further
provide a discussion of any known trends, dema nds or uncertainties as a result of this
policy that are reasonably likely to have a ma terial effect on the business as a whole or
that may be relevant to your financial flex ibility.  Refer to Item  303(a)(1) of Regulation
S-K, SEC Release 33-8350, and Financial Reporting Codifica tion Section 501.03.a.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
 In responding to this comment, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

You may contact Kevin Kuhar, Staff Accountant, at (202) 551-3662 or myself, at (202)
551-3212 if you have questions regarding comments  on the financial statements and related
matters.  In this regard, do not hesitate to Mar tin James, Senior Assistant Chief Accountant, at
(202) 551-3671 with any other questions.

         S i n c e r e l y ,                     Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030           May 13, 2010
Mr. Jen-Hsun Huang
President and Chief Executive Officer  NVIDIA Corporation
2701 San Tomas Expressway
Santa Clara, California 95050

Re:  NVIDIA Corporation
Form 10-K for the Fiscal Year ended January 31, 2010
Filed March 17, 2010
File No. 000-23985

Dear Mr. Huang:

 We have completed our review of your Form 10-K and related filings and do not, at this time, have
any further comments.             S i n c e r e l y ,                    Jeff Jaramillo         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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    seccomment.htm

May 6, 2010

Geoffrey Kruezek

Louis Rambo

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Mail Stop 3030

Washington D.C. 20249-3628

Re:

NVIDIA Corporation

Form 10-K for the fiscal year ended January 31, 2010

Filed on March 17, 2010

File No. 000-23985

Gentlemen:

On behalf of NVIDIA Corporation (the “Company”) this letter is being transmitted in response to comments received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated April 23, 2010, with respect to the Company’s Executive Compensation on Form 10-K for the fiscal year ended January 31, 2010, filed on March 17, 2010 (the “Form 10-K”).  The numbering of the paragraphs below corresponds to the numbering of the comments, which for the Staff’s convenience, we have incorporated into this response letter.

Executive Compensation, page 61

1.

We note your disclosure in response to Item 402(s) of Regulation S-K under the caption ”Risk Analysis” on page 41 of your proxy statement incorporated by reference into your Form 10-K.  Please describe the process you undertook to reach the conclusion that further disclosure is not necessary.

The Company respectfully acknowledges the Staff’s comment and advises the Staff that the Company’s senior vice president of human resources and its senior corporate counsel (“Management”), with the oversight of the Compensation Committee of the Board of Directors, performed an assessment of the Company’s compensation programs and policies. The assessment focused on programs with variability of payout and the ability of participants to directly affect payout and the controls over participant action and payout.  Specifically, Management reviewed the Company’s variable cash compensation and equity compensation programs.  Management identified the key terms of these programs, potential concerns regarding risk taking behavior and specific risk mitigation features.  Management’s assessment was first presented to and discussed with members of the Company’s executive staff, including our general counsel and our chief financial officer. The assessment was then presented to and discussed with the Compensation Committee and the independent consultant engaged by the Compensation Committee.  As disclosed on page 41 of the Company’s Definitive Proxy Statement:

“The Compensation Committee oversaw the performance of a risk assessment of our compensation programs as generally applicable to our employees to ascertain any potential material risks that may be created by the compensation programs. The Compensation Committee considered the findings of the assessment conducted internally and concluded that our compensation programs are designed and administered with the appropriate balance of risk and reward in relation to our overall business strategy and do not encourage employees to take unnecessary or excessive risks, and that the level of risk that they do encourage is not reasonably likely to materially harm our business or financial condition.”

The compensation design features that management and the Compensation Committee believe guard against excessive risk-taking are also disclosed on page 41 of the Definitive Proxy Statement.  The Company respectfully further advises the Staff that it uses the same compensation programs and policies for executives and employees.  This unified approach to compensation attempts to achieve internal equity across the organization.

*        *       *

In addition, the Company further acknowledges that:

            ·

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

            ·

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filings; and

             ·

the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please contact me at (408) 486-8116 with any questions or further comments regarding our responses to the Staff’s comments.

NVIDIA Corporation

/s/ David Shannon

David M. Shannon

Executive Vice President, General Counsel

and Secretary

cc.

Rebecca Peters, Esq. – NVIDIA Corporation

Eric C. Jensen, Esq. – Cooley LLP

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3030

        April 23, 2010  Mr. Jen-Hsun Huang President and Chief Executive Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, California 95050

Re: NVIDIA Corporation
 Form 10-K for the fiscal year ended January 31, 2010
Filed March 17, 2010
 File No. 000-23985

Dear Mr. Huang:

We have reviewed your filing and have the following comments.  If you disagree
with our comments, we will consider your explanation as to why our comments are
inapplicable.  Please be as detailed as nece ssary in your explanation.  In some of our
comments, we may ask you to provide us w ith information so we may better understand
your disclosure.  After reviewing this info rmation, we may raise additional comments.
  Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to  working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Executive Compensation, page 61

1. We note your disclosure in response to Item 402(s) of Regulation S-K under the
caption “Risk Analysis” on page 41 of your proxy statement incorporated by
reference into your Form 10-K.  Please de scribe the process you undertook to reach
the conclusion that further di sclosure is not necessary.

* * *
 Please respond to these comments within 10 business days or tell us when you will
provide us with a response.  Please understand that we may have additional comments after
reviewing your responses to our comments.

Mr. Jen-Hsun Huang
NVIDIA Corporation April 23, 2010 Page 2

  We urge all persons who are responsi ble for the accuracy an d adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Exchange Act of 1934 and that they have provided all information investors
require for an informed investment decision.  Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:  ‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
‚ staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federa l securities laws of  the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.    Please contact Louis Rambo at (202) 551-3289 or me at (202) 551-3641 with any
questions.

Sincerely,

Geoffrey Kruczek Senior Attorney
  cc(fax): David M. Shannon

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3628

       DIVISION OF
CORPORATION FINANCE

Mail Stop 3628
   February 23, 2009

Via Facsimile and U.S. Mail

Jen-Hsun Huang
President and Chief Executive Officer NVIDIA Corporation 2701 San Tomas Expressway Santa Clara, CA  95050
Re: NVIDIA Corporation
 Schedule TO-I
 Filed February 11, 2009  File No. 5-56649

Dear Mr. Huang:
 We have limited our review of  the filing to those issues we have addressed in our
comments.  Where indicated, we think you s hould revise the document in response to
these comments.  If you disagree, we will consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.
The purpose of our review process is to assist you in the compliance with the
applicable disclosure requirements and to e nhance the overall disclosu re in the filing.  We
look forward to working with you in these respects.  We welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the
telephone numbers listed at the end of th is letter.

Schedule TO-I

 Item 6.  Purposes of the Tran saction and Plans or Proposals

1. We note the disclosure you pr ovide under (c) of this se ction.  It does not appear
you have provided similar disclosure in your  Offer to Purchase document. In that
regard, please revise your Offer to Purcha se document to include information set
forth in (c) as delivered to security holders.  See  Rule 13e-4(d)(1) and
(e)(1)(ii)(A).

Jen-Hsun Huang
NVIDIA Corporation February 23, 2009 Page 2  Exhibit 99.(a)(1)(A):  Offer to Purchase

 Cover Page, page i

 1. We note the disclosure on page i where you disclose that “the Offer will not be
made to, nor will Eligible Options be accepted for payment under the terms of the
Offer from or on behalf of employees” in jurisdictions where the offer would violate applicable law. We also note si milar disclosure you have in the section
entitled “Forward-Looking Statements; Mi scellaneous” on page 20.  Please note
that the all-holders provision in Exchange  Act Rule 13e-4(f)(8) applies equally to
U.S. holders as well as non-U.S. holders.  Refer to the interp retive guidance in
section II.G.1. of SEC Releas e 33-8957.  Please advise us as to how the company
is complying with the all-holders provisi on in Rule 13e-4(f)( 8), or revise the
disclosure here consis tent with that Rule.
 Acceptance of Options for Purchase and Can cellation; Delivery of Total Payment, page
12
2. We note the disclosure indi cating that “as promptly as practicable” following the
offer termination date, you expect to accep t all eligible options properly tendered.
Rule 14e-1 (c) requires that you provid e the cash payment in exchange for the
options tendered promptly  upon expiration of the offer.  Please revise and clarify
your disclosure accordingly.

Conditions of the Offer, page 12
3. We note your disclosure in second full paragraph of this  section where you
provide that your “failure to  exercise any of these right s is not a waiver of any
rights.  The wavier of any of these rights with respect to particular facts and
circumstances is not a waiver with respect  to any other facts and circumstances.”
This language appears to imply that if a condition is triggered and you fail to
assert the condition, you will not lose the ri ght to assert the condition at a later
time.  Please note that when a condition is triggered and you decide to proceed
with the offer anyway, we believe that this  decision is tantamount to a waiver of
the triggered condition(s).  Depending on th e materiality of the waived condition
and the number of days remaining in the offer, you may be required to extend the offer and recirculate new disclosure to option holders.  In that regard, please
confirm your understanding to us that if an offer condition is triggered, you will
notify shareholders whether or not y ou have waived an offer condition.

Jen-Hsun Huang
NVIDIA Corporation February 23, 2009 Page 3
Interests of Directors an d Officers; Transactions and Arrangements Involving
Options, page 15
4. We note your disclosure in the third fu ll paragraph of this  section where you
provide that “[n]either NVIDIA, nor, to the best of our knowledge , any of our
directors or executive officers, nor any affiliates of us or our directors or
executive officers, have e ngaged in transactions invol ving Eligible Options during
the 60 days prior to the date of this Of fer.” (Emphasis added).  Please delete the
qualifying language, or explain to us w hy you need to qualify your disclosure
with the “to the best of our knowledge” la nguage.  Please also apply this comment
to similar disclosure you provide under the heading “Interests of Directors and
Officers; Transactions and Arrangeme nts Involving Options” on page 15.

Extension of the Offer; Termination; Amendment, page 17
5. In the first full paragraph of  this section, you reserve the right to extend the offer
by “giving oral or written notice” to opti on holders.  We do not believe that orally
informing option holders of such a deve lopment, without more, satisfies your
obligations under the tender offer rules.  Please confirm that you will provide
appropriate notice through the filing and di ssemination of revised offer materials.
See Rule 13e-4(c)(3) and (e)(3).
Additional Information, page 19
6. We note the statement in the last senten ce of the first full paragraph under this
heading that “[y]ou also may want to re view the filings we make with the SEC
after the date of the Offer.”  Schedule TO does not permit forward-incorporation.
To the extent that you wish to incorporat e information in future filings into the
Schedule TO, you are required to file a Sc hedule TO-I/A specifically doing so by
referencing the applicable filing.  Pl ease supplementally confirm that the
Schedule TO-I will be amended to specifica lly include any future filings that
relate to any material information related to the offer.

* * *

As appropriate, please amend your filing in response to these comments.  You may
wish to provide us with mark ed copies of the amended filin g to expedite our review.
Please furnish a cover letter with your amen ded filing that keys your responses to our
comments and provides any requested supplemental information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments
after reviewing your amended filing and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staf f to be certain that they have provided all

Jen-Hsun Huang
NVIDIA Corporation February 23, 2009 Page 4  material information to investors.  Sin ce the company and its management are in
possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a
statement from the company acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclosure in
the filings;
• staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking a ny action with respect to the filings;
and
• the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any pers on under the federal s ecurities laws of
the United States.

In addition, please be advise d that the Divisi on of Enforcement has access to all
information you provide to the staff of the Divi sion of Corporation Finance in our review
of your filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3621 or, in my absence, to Dan
Duchovny, Special Counsel, at (202) 551-3619.  You may also contact me via facsimile
at (202) 772-9203.  Please send all corresponde nce to us at the following ZIP code:
20549-3628.          S i n c e r e l y ,

        Song Brandon        A t t o r n e y - A d v i s o r         Office of Mergers & Acquisitions  cc: Scott P. Spector, Esq.   William L. Hughes, Esq.   Fenwick & West LLP  801 California Street  Mountain View, CA  94041

Mail Stop 6010
September 10, 2008

VIA U.S. MAIL

 Mr. Marvin D. Burkett Chief Financial Officer Nvidia Corporation 2701 San Tomas Expressway Santa Clara, California 95050
 Re: Nvidia Corporation
  Form 10-K for the year ended January 27, 2008
  Filed March 21, 2008    Form 10-Q for the quarter ended July 27, 2008   File No. 000-23985
Dear Mr. Burkett:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.             S i n c e r e l y ,
       A n g e l a  C r a n e         A c c o u n t i n g  B r a n c h  C h i e f

CORRESP
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    filename1.htm

      September
9, 2008

      Via
Edgar, Federal Express and Facsimile

      Jay
Webb

      U.S.
Securities and Exchange Commission

      Division
of Corporation Finance

        100 F
Street, N.E.

      Washington,
D.C. 20549

      Re:          NVIDIA
Corporation

      Comments
on Form 10-K for the year ended January 27, 2008

      Comments
on Form 10-Q for the quarter ended July 27, 2008

      File
Number 000-23985

      Dear Mr.
Webb:

      On behalf
of NVIDIA Corporation (“NVIDIA” or the “Company”) we are submitting for filing
this letter in response to comments received from the staff of the Securities
and Exchange Commission (the “Commission” and the “Staff”) by letter dated
August 27, 2008 (the “Comment Letter”) with respect to the Company’s Form 10-K
for the fiscal year ended January 27, 2008 and Form 10-Q for the quarterly
period ended July 27, 2008.

      The
numbering of the paragraphs below corresponds to the numbering of the comments
in the Comment Letter, which for the Staff’s convenience have been included in
this response letter.

      Form 10-Q for the quarterly
period ended July 27, 2008.

      Financial Statements, page
3

      Note 16. Fair Value of Cash Equivalents
and Marketable Securities, page
25

                1.

                We
      note that approximately 92% of your available for sale securities were
      measured based on level 2 inputs. Please tell us more about the inputs
      used, including how you obtain these inputs, what they represent and how
      you are able to corroborate these prices. Further, please explain to us
      and investors in future filings the nature of these particular markets and
      why they would be considered "less active markets" as you refer to them.
      For example, explain if the market is less active due to the fact that the
      related auctions are failing.

        We advise
the Staff that the fair values of our securities valued within the Level 2
hierarchy are primarily determined based on the market price of similar assets
as provided by a variety of independent industry standard data providers to our
investment custodian, Clearwater Analytics, or Clearwater.  These
independent industry standard data providers include companies such as
Bloomberg, Merrill Lynch and Lehman Brothers. The fair value measurements
provided by Clearwater may be corroborated with prices provided by the
independent industry standard data providers. When the fair value is obtained
from real-time quotes for transactions in active exchange markets involving
identical assets, we classify the instrument within a Level 1 hierarchy. When
the fair market value is obtained from quoted market prices of similar assets,
we classify the applicable instrument within the Level 2 hierarchy. This
approach is consistent with the provisions of Statement of Financial Accounting
Standards No. 157, or SFAS No. 157, Fair Value
Measurements.

        Excluding
one equity security, all of our available for sale securities classified within
Level 2 hierarchy are valued based on fair value measurements from quoted market
prices of similar assets.  As of July 27, 2008, we had one
insignificantly valued equity security that we considered to be in a less active
market due to the low trading volume of this security on the Toronto Stock
Exchange. Therefore, we classified the valuation of this security within the
Level 2 hierarchy.  NVIDIA also advises the Staff that we did not hold any
auction-rate securities as of July 27, 2008, and do not have any securities with
auctions that are failing. We believe our securities in less active markets are
insignificant as of July 27, 2008.

        NVIDIA
respectfully acknowledges the Staff comment and will expand our future
disclosures to clarify this matter. In addition, to the extent the amount
of securities involved in less active markets becomes significant, we intend to
disclose the fair value of our securities that are traded in less active
markets, along with a description of the nature of those markets, in our future
filings.

                2.

                We
      see that all of your cash equivalents and marketable securities valuations
      are classified as level 1 or level 2 because you "value those using quoted
      market prices or alternative pricing sources and models utilizing market
      observable inputs." Please respond to the
  following:

        · Please
tell us, and revise future filings to tell investors, what your alternative
pricing sources are and how you obtain and corroborate this
information.

        · Further,
please also explain how you develop the models utilizing market observable
inputs, explain the nature of these models, why you believe these values
represent the current fair value of your investments, any significant
assumptions used in the model and how you corroborate the information provided
by these models.

        · Tell
us the amount of the cash equivalents and marketable securities that are valued
based on alternative pricing sources as well as the amount based on the models
utilizing market observable inputs.

        · Please
clearly explain to us why you believe the inputs obtained through the use of
models utilizing market observable inputs represent level 2 inputs rather than
level 3 inputs.

        · Please
also revise your Critical Accounting Policies in future filings to discuss
significant assumptions and estimates made by management in determining fair
value.

        NVIDIA
respectfully advises the Staff that we believe our response to Comment 1
describes our pricing source and how we obtain and corroborate this
information.  NVIDIA acknowledges the Staff’s comment and submits that
our reference to “alternative
pricing sources and models utilizing market observable inputs” in our
disclosure of cash equivalents and marketable securities was intended to broadly
cover the types of pricing information that may be used. Consistent with our
response in Comment 1, we commit to revising our future disclosures to more
clearly state the nature of valuations that are classified as Level 2
hierarchy.  Additionally, NVIDIA advises the Staff that the amount of
cash equivalents and marketable securities valued based on quoted market prices
of similar assets is $1.36 billion, as disclosed within the Level 2 valuation
column in Note 16, Fair Value
of Cash Equivalents and Marketable Securities, on page 25 of the Form
10-Q for the quarterly period ended July 27, 2008.

        NVIDIA
respectfully acknowledges the Staff comment regarding Critical Accounting
Policies. We will revise our Critical Accounting Policies in our future filings
to discuss significant assumptions and estimates, if any, made by management in
determining fair value.

      Management's Discussion and
Analysis of Financial Condition and Results of Operations, page
26

      Liquidity and Capital
Resources, Page 34

      Liquidity, page
35

                3.

                We
      note that you hold approximately $1.66 billion and $1.81 billion in cash,
      cash equivalents and marketable securities at July 27, 2008 and January
      27, 2008, respectively. Further, we noted that $892.6
      million of your portfolio had a maturity of less than a year and a
      substantial majority of your remaining investments have remaining
      maturities of three years or
less.

      · Please
clarify for us the amount of your investments that you have classified as short
term and as long-term as of July 27, 2008.

      · We
see your disclosure that recent U.S. sub-prime mortgage defaults have had a
significant impact across various sectors of the financial markets causing
credit and liquidity issues and the short term funding markets experienced
issues during the third and fourth quarter of calendar 2007. We also noted your
related disclosure that if the market continues to deteriorate your investment
portfolio may be impacted and you could determine some of your investments are
impaired. Please explain the current impact of the referenced market conditions
on your investment portfolio and how you determined that that you did not have
any other than temporary impairments on your portfolio of available for sale
investments as of July 27, 2008.

      · Please
also clarify whether you have the intent and the ability to hold these
securities until maturity, if necessary. Refer to SFAS 115, SAB Topic 5M, or
other authoritative accounting literature which supports your
analysis.

      NVIDIA
advises the Staff that the balance of our cash and cash equivalents was
$719.1 million and the balance of our marketable securities was $938.1 million
as of July 27, 2008.  All of our cash equivalents and marketable
securities are treated as “available-for-sale” under Statement of Financial
Accounting Standards No. 115, or SFAS No. 115, Accounting for Certain Investments
in Debt and Equity Securities, and, as a result, are classified as
short-term.

      We advise
the Staff that we performed an impairment review of our investment portfolio for
the quarterly period ended July 27, 2008, in accordance with our accounting
policy as disclosed in Note 1, Organization and Summary of
Significant Accounting Policies, Marketable Securities, on
page 70 of our Form 10-K for the year ended January 27, 2008.  As of
July 27, 2008, the net unrealized loss on marketable securities was $0.5
million. That $0.5 million was comprised of gross unrealized losses of $3.5
million, offset by $3.0 million of unrealized gains as of July 27,
2008.

      We
believe our portfolio has not been significantly impacted by the current credit
and liquidity issues in the financial markets. As of July 27, 2008, and as of
the date of this letter, all of our investments are rated as A/A1 or better
securities, with the substantial majority of the securities rated AA-/Aa3 or
better. Additionally, the net unrealized loss is only 0.2% of our aggregate
investment portfolio. Currently, we have the intent and ability to hold our
investments with impairment indicators until maturity.  Based on our
quarterly impairment review and having considered the guidance in Statement of
Financial Accounting Standards Staff Position No. 115-1, or FSP No. 115-1, A Guide to the Implementation of
Statement 115 on Accounting for Certain Investments in Debt and Equity
Securities, we concluded that our investments were appropriately valued
and that no significant other than temporary impairment charges
were necessary on our portfolio of available for sale investments for the quarter ended
July 27, 2008.

      As stated
in our accounting policy in Note 1, Organization and Summary of
Significant Accounting Policies, Marketable Securities, on
page 70 of the Form 10-K for the year ended January 27, 2008, when necessary, we
consider general market conditions, the duration and extent to which fair value
is below cost, and our intent and ability to hold an investment for a sufficient
period of time to allow for recovery in value.  We also consider
specific adverse conditions related to the financial health of and business
outlook for an investee, including industry and sector performance, changes in
technology, operational and financing cash flow factors, and changes in an
investee’s credit rating. Investments that we identify as having an indicator of
impairment are subject to further analysis to determine if the investment was
other than temporarily impaired.

      As noted
in our response to Comment 1, we also advise the Staff that we did not hold any
auction-rate securities as of January 27, 2008 or July 27, 2008, nor do we
currently hold any such securities.

      Exhibit
31

                4.

                We
      note that the identification of the certifying individual at the beginning
      of the certification required by Exchange Act Rule 13a-14(a) also includes
      the title of the certifying individual. In future filings, the
      identification of the certifying individual at the beginning of the
      certification should be revised so as not to include the individual's
      title.

      NVIDIA
respectfully acknowledges the Staff comment and in our future filings we will
remove the title of the certifying individuals at the beginning of the
certifications required by Rule 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934. We will apply this practice in our future filings,
beginning with our Form 10-Q to be filed for the quarterly period ending October
26, 2008.

      In
connection with responding to the Staff’s comments, NVIDIA acknowledges
that:

                ·

                The
      Company is responsible for the adequacy and accuracy of the disclosure in
      its filings;

                ·

                Staff
      comments or changes to disclosure in response to Staff comments do not
      foreclose the Commission from taking any action with respect to the
      filing; and

                ·

                The
      Company may not assert Staff comments as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

      Please
call me at (408) 486-2000 regarding any questions or comments on this
matter.

      Sincerely,

      /s/ Marvin D.
Burkett

      Marvin D.
Burkett

      Chief
Financial
Officer

      cc:           Jen-Hsun
Huang

      Raman
Chitkara (PricewaterhouseCoopers LLP)

                  Eric C. Jensen (Cooley
Godward Kronish LLP)

Mail Stop 6010
August 27, 2008

VIA U.S. MAIL AND FAX (408) 486-2200

 Mr. Marvin D. Burkett Chief Financial Officer Nvidia Corporation 2701 San Tomas Expressway Santa Clara, California 95050
 Re: Nvidia Corporation
  Form 10-K for the year ended January 27, 2008
  Filed March 21, 2008    Form 10-Q for the quarter ended July 27, 2008   File No. 000-23985
Dear Mr. Burkett:

We have reviewed your filings and have th e following comments.  Where indicated, we
think you should revise your future filings in re sponse to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your explanati on.  In some of our comments,
we may ask you to provide us with informati on so we may better unders tand your disclosure.
After reviewing this information, we may raise additional comments.
 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filing.  We look forward to working with you in these respects.  We welcome any questions
you may have about our comments or any other aspect of our review.  Feel fr ee to call us at the
telephone numbers listed at th e end of this  letter.

Mr. Marvin Burkett
Nvidia Corporation
August 27, 2008 Page 2   Form 10-Q for the quarterly period ended July 27, 2008

 Financial Statements, page 3

 Note 16. Fair Value of Cash Equivalent s and Marketable Securities, page 25

 1. We note that approximately 92% of your avai lable for sale securities were measured
based on level 2 inputs. Please tell us mo re about the inputs used, including how you
obtain these inputs, what they represent and how you are able to corr oborate these prices.
Further, please explain to us and investors in future filings the nature of these particular
markets and why they would be considered “less active markets” as you refer to them. For example, explain if the market is less activ e due to the fact that the related auctions
are failing.
 2. We see that all of your cash equivalents and marketable securities valuations are
classified as level 1 or level 2 because you “value those using quoted market prices or
alternative pricing sources and models ut ilizing market observable inputs.” Please
respond to the following:
• Please tell us, and revise future filings to tell investors, what your alternative pricing
sources are and how you obtain and corroborate this information.
• Further, please also explain how you develop the models utilizing market observable
inputs, explain the nature of these models , why you believe these values represent the
current fair value of your investments, a ny significant assumptions used in the model
and how you corroborate the information provided by these models.
• Tell us the amount of the cash equivalents a nd marketable securities that are valued
based on alternative pricing sources as well as the amount based on the models
utilizing market observable inputs.
• Please clearly explain to us why you belie ve the inputs obtained through the use of
models utilizing market observable inputs re present level 2 inputs rather than level 3
inputs.
• Please also revise your Critical Accounting Policies in future filings to discuss
significant assumptions and estimates made  by management in determining fair
value.

Management’s Discussion and Analysis of Financ ial Condition and Results of Operations, page
26

Liquidity and Capital Resources, page 34
 Liquidity, page 35

 3. We note that you hold approximately $1.66 b illion and $1.81 billion in cash, cash
equivalents and marketable securities at July 27, 2008 and January  27, 2008, respectively.
Further, we noted that $892.6 million of your por tfolio had a maturity of less than a year

Mr. Marvin Burkett
Nvidia Corporation
August 27, 2008 Page 3
and a substantial majority of your remaining investments have remaining maturities of
three years or less.

• Please clarify for us the amount of your inve stments that you have classified as short
term and as long-term as of July 27, 2008.

• We see your disclosure that recent U.S. sub-prime mortgage defaults have had a
significant impact across various sectors of the fina ncial markets causing credit and
liquidity issues and the short term  funding markets experienced issues during the
third and fourth quarter of calendar 2007 . We also noted your related disclosure that
if the market continues to deteriorate your investment portfolio may be impacted and
you could determine some of your investments are impaired. Please explain the current impact of the referenced market conditions on your investment portfolio and
how you determined that that you did not ha ve any other than temporary impairments
on your portfolio of available for sale investments as of July 27, 2008.

• Please also clarify whether you have the intent  and the ability to hold these securities
until maturity, if necessary. Refer to SFA S 115, SAB Topic 5M, or  other authoritative
accounting literature which supports your analysis.
 Exhibit 31

 4. We note that the identification of the certi fying individual at the beginning of the
certification required by Exchange Act Rule 13a-14(a) also includes the title of the
certifying individual.  In future filings, the identification of the certifying individual at the
beginning of the certification s hould be revised so as not to include the indi vidual’s title.

 As appropriate, please respond to these comm ents within 10 business days or tell us
when you will provide us with a response.  Please furnish a letter that keys your responses to our comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.    We urge all persons who are responsible fo r the accuracy and adequ acy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

Mr. Marvin Burkett
Nvidia Corporation August 27, 2008 Page 4
   In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:  ‚ the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

‚ staff comments or changes to disclosure in re sponse to staff comments do not foreclose the
Commission from taking any action with respect to the filing; and
‚ the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.
You may contact Julie Sherma n, Staff Accountant, at (202)  551-3640 or me at (202) 551-
3603 if you have any questions regarding these comments.  In this regard, do not hesitate to contact Angela Crane, Accounting Branch Chief, at (202) 551-3554.
        S i n c e r e l y ,
           J a y  W e b b           Reviewing Accountant

Mail Stop 6010

       July 23, 2007

VIA U.S. MAIL

Mr. Marvin D. Burkett
Chief Financial Officer
Nvidia Corporation
2701 San Tomas Expressway
Santa Clara, California 95050

 Re: Nvidia Corporation
  Form 10-K for the year ended January 28, 2007
Filed March 16, 2007
File No. 000-23985

Dear Mr. Burkett:

 We have completed our review of your Form  10-K and related filings and do not, at this
time, have any further comments.

        S i n c e r e l y ,

        M a r t i n  F .  J a m e s
       Senior Assistant Chief Accountant

Mail Stop 6010

       July 9, 2007

VIA U.S. MAIL AND FAX (408) 486-2840

Mr. Marvin D. Burkett
Chief Financial Officer
Nvidia Corporation
2701 San Tomas Expressway
Santa Clara, California 95050

 Re: Nvidia Corporation
  Form 10-K for the year ended January 28, 2007
Filed March 16, 2007
File No. 000-23985

Dear Mr. Burkett:

We have reviewed your filings and have the following comments.  We have
limited our review to only your financial statements and related disclosures and do not
intend to expand our review to other portions of your documents.  Where indicated, we think you should revise future filings in response to these comments.  If you disagree, we will consider your explanation as to why our comment is inapplicable or a revision is unnecessary.  Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.  After reviewing this information, we may or may not raise additional comments.

Please understand that the purpose of our review process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filing.  We look forward to working with you in these respects.  We welcome any questions you may have about our comment or on any other aspects of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Marvin D. Burkett
Nvidia Corporation
July 9, 2007 Page 2

Form 10-Q for the quarterly period ended April 29, 2007

Management’s Discussion and Analysis, page 21

1. When you cite more than one factor in explaining the change in a financial statement line item, the amounts of the individual factors cited, including offsetting factors, should be separately
quantified .  Please apply throughout
MD&A in future filings.

Note 10. Balance Sheet Components, page 14

2. We note that “accrued customer programs” represent 22% of your total liabilities. Please tell us and revise future filing to disclose the nature of these customer programs and how you account for them.  Cite the accounting literature that supports your accounting treatment.

Form 8-K filed March 10, 2007

3. Please revise the statement of income to remove the "total stock-based compensation expense" line-item from the table included as a footnote on the face of your statements of income.  As indicated in SAB Topic 14-F, you can revise the statement to present the related stock-based compensation charges in a parenthetical note to the appropriate income statement line items.

4. We note that you present your non-GAAP measures and reconciliation in the form of adjusted statement of income. This format may be confusing to investors as it also reflects several non-GAAP measures, including non-GAAP gross profit, non-GAAP operating income, non-GAAP income before income tax expense, non-GAAP income taxes, non-GAAP basic net income per share, and non-GAAP diluted shares, which have not been described to investors. In fact, it appears that management does not use certain of these non-GAAP measures but they are shown here as a result of the presentation format.  Please note that Instruction 2 to Item 2.02 of Form 8-K requires that when furnishing information under this item you must provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of Regulation S-K, including a reconciliation to the directly comparable GAAP measure for each non-GAAP measure presented and explain why you believe the measures provide useful information to investors.

Mr. Marvin D. Burkett
Nvidia Corporation
July 9, 2007 Page 3
• To eliminate investor confusion, please remove the adjusted statements of income from all future filings and instead disclose only those non-GAAP measures used by management that you wish to highlight for investors, with the appropriate reconciliations.

• Please note that in the event that your Form 8-K is incorporated by reference into a 33 Act registration statement, we may have additional questions relating to the appropriateness of this information being included in a document filed with, and not just furnished to, the Commission.  At that time, we may request an amendment to the Form 8-K.

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provide us with a response. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your response that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.

 We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes all information required under the Securities and Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.

 In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that

• The company is responsible for the adequacy and accuracy of the disclosure in the filings;
• Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and
• The company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Di vision of Enforcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in our review
of your filing or in response to our comments on your filing.

Mr. Marvin D. Burkett
Nvidia Corporation
July 9, 2007 Page 4

You may contact Julie Sherman, Staff A ccountant, at (202) 551-3640, or me at
(202) 551-3554 if you have questions regarding these comments.  In this regard, do not hesitate to contact Martin James, the Seni or Assistant Chief Accountant, at (202) 551-
3671.

        S i n c e r e l y ,

        A n g e l a  C r a n e
        B r a n c h  C h i e f

CORRESP
1
filename1.htm

    correspondence.htm

    July
      17,
      2007

    Via
      Edgar, Federal Express and Facsimile

    Angela
      Crane

    U.S.
      Securities and Exchange Commission

    Division
      of Corporation Finance

    450
      Fifth
      Street, N.W.

    Washington,
      D.C. 20549

    Re:      NVIDIA
      Corporation

    Comments
      on Form 10-K for the year ended January 28, 2007

    File
      Number 000-23985

    Dear
      Ms.
      Crane:

    On
      behalf
      of NVIDIA Corporation (“NVIDIA” or the “Company”) we are submitting for filing
      this letter in response to comments received from the staff of the Securities
      and Exchange Commission (the “Commission” and the “Staff”) by letter dated July
      9, 2007 (the “Comment Letter”) with respect to the Company’s Form 10-K for the
      fiscal year ended January 28, 2007, Form 10-Q for the quarterly period ended
      April 29, 2007, and Form 8-K filed May 10, 2007.

    The
      numbering of the paragraphs below corresponds to the numbering of the comments
      in the Comment Letter, which for the Staff’s convenience have been included in
      this response letter.

    Form
      10-Q for the quarterly period ended April 29, 2007

    Management's
      Discussion and Analysis, page 21

              1.

              When
                you cite more than one factor in explaining the
                change in a financial statement line item, the amounts of the individual
                factors cited, including offsetting factors, should be separately
                quantified. Please apply throughout MD&A in future
                filings.

    NVIDIA
      respectfully acknowledges the Staff’s comment and we will separately quantify
      the amounts of individual factors cited when we cite more than one factor in
      explaining the change in a financial statement line item, to the extent that
      it
      is practicable to do so.  We will apply this practice in our future
      filings, beginning with our Form 10-Q to be filed for the quarterly period
      ending July 29, 2007.

    Note
      10. Balance Sheet Components, page 14

              2.

              We
                note that "accrued customer programs" represent 22%
                of your total liabilities. Please tell us and revise future filing
                to
                disclose the nature of these customer programs and how you account
                for
                them. Cite the accounting literature that supports your accounting
                treatment.

    NVIDIA
      advises the Staff that “accrued customer programs” consist primarily of rebates
      and marketing development funds.  Accrued customer rebates and
      marketing programs accounted for 99.98% of the total accrued customer programs
      as of the quarter ended April 29, 2007.

    We
      described these customer programs and our accounting for them in our Form 10-K
      for the year ended January 28, 2007, in both the Critical Accounting Policies
      and Estimates section of Item 7. Management’s Discussion and Analysis of
      Financial Condition and Results of Operations, and in Note 1 – Organization and
      Summary of Significant Accounting Policies of our Consolidated Financial
      Statements, as follows:

    “We
      record estimated reductions to revenue for customer programs at the time revenue
      is recognized. Our customer programs primarily involve rebates, which are
      designed to serve as sales incentives to resellers of our products in various
      target markets. We account for rebates in accordance with Emerging Issues Task
      Force Issue 01-9, or EITF 01-09, Accounting for Consideration Given by a Vendor
      to a Customer (Including a Reseller of the Vendor’s Products) and, as such, we
      accrue for 100% of the potential rebates and do not apply a breakage factor.
      Rebates typically expire six months from the date of the original sale, unless
      we reasonably believe that the customer intends to claim the rebate. Unclaimed
      rebates are reversed to revenue upon expiration of the rebate.

    Our
      customer programs also include marketing development funds, or MDFs. We account
      for MDFs as either a reduction of revenue or an operating expense in accordance
      with EITF 01-09. MDFs represent monies paid to retailers, system builders,
      original equipment manufacturers, or OEMs, distributors and add-in card partners
      that are earmarked for market segment development and expansion and typically
      are designed to support our partners’ activities while also promoting NVIDIA
      products. If market conditions decline, we may take actions to increase amounts
      offered under customer programs, possibly resulting in an incremental reduction
      of revenue at the time such programs are offered.”

    NVIDIA
      respectfully acknowledges the Staff’s comment and will include similar
      disclosures in the Notes to our Consolidated Financial Statements in our
      future filings on Form 10-Q regarding the nature of, and accounting for,
      customer programs.

    Form
      8-K filed May 10, 2007 (correction of typographical error indicating filing
      date
      as March 10, 2007 instead of May 10, 2007)

        3. Please
          revise the statement of income to remove the "total stock-based compensation
          expense" line-item from the table included as a footnote on the face of
          your
          statements of income. As indicated in SAB Topic 14-F, you can revise the
          statement to present the related stock-based compensation charges in a
          parenthetical note to the appropriate income statement line
          items.

    NVIDIA
      respectfully acknowledges the Staff’s comment and we will remove the “total
      stock-based compensation expense” line item from the table included as a
      footnote on the face of our statements of income from our future earnings
      releases furnished by Form 8-K.

    4.
      We
      note that you present your non-GAAP measures and reconciliation in the form
      of
      adjusted statement of income. This format may be confusing to investors as
      it
      also reflects several non-GAAP measures, including non-GAAP gross profit,
      non-GAAP operating income, non-GAAP income before income tax expense, non-GAAP
      income taxes, non-GAAP basic net income per share, and non-GAAP diluted shares,
      which have not been described to investors. In fact, it appears that management
      does not use certain of these non-GAAP measures but they are shown here as
      a
      result of the presentation format. Please note that Instruction 2 to Item 2.02
      of Form 8-K requires that when furnishing information under this item, you
      must
      provide all the disclosures required by paragraph (e)(1)(i) of Item 10 of
      Regulation S-K, including a reconciliation to the directly comparable GAAP
      measure for each non-GAAP measure presented and explain why you believe the
      measures provide useful information to investors.

              ·

              To
                eliminate investor confusion, please remove the adjusted statements
                of
                income from all future filings and instead disclose only those non-GAAP
                measures used by management that you wish to highlight for investors,
                with
                the appropriate
                reconciliations.

              ·

              Please
                note that in the event that your Form 8-K is
                incorporated by reference into a 33 Act registration statement, we
                may
                have additional questions relating to the appropriateness of this
                information being included in a document filed with, and not just
                furnished to, the Commission. At that time, we may request an amendment
                to
                the Form 8-K.

    In
      response to the Staff’s comment, we will remove the presentation of an adjusted
      non-GAAP statement of income from our future earnings releases furnished by
      Form
      8-K and we plan to disclose only those non-GAAP measures used by management
      that
      we wish to highlight for investors, with the appropriate
      reconciliations.

    NVIDIA
      also informs the Staff that the Form 8-K filed on May 10, 2007, has not been
      incorporated by reference in any other filing under the Securities Act of
      1933.  Additionally, please note that we do not plan to incorporate
      this Form 8-K in any of our future filings made pursuant to the Securities
      Act
      of 1933.

    In
      connection with responding to the Staff’s comments, NVIDIA acknowledges
      that:

              ·

              The
                Company is responsible for the adequacy and accuracy of the disclosure
                in
                its filings;

              ·

              Staff
                comments or changes to disclosure in response to Staff comments do
                not
                foreclose the Commission from taking any action with respect to the
                filing; and

              ·

              The
                Company may not assert Staff comments as a defense in any proceeding
                initiated by the Commission or any person under the federal securities
                laws of the United States.

    Please
      call me at (408) 486-2000 regarding any questions or comments on this
      matter.

    Sincerely,

                /s/
Marvin
                  D. Burkett

                Marvin
                  D. Burkett

                Chief
                  Financial Officer

      cc:        Jen-Hsun
        Huang

    Raman
      Chitkara (PricewaterhouseCoopers LLP)

                Eric
      C. Jensen (Cooley Godward Kronish LLP)

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>
	February 3, 2006

Via Facsimile (650) 849-7400 and US Mail

John T. McKenna
Cooley Goodward LLP
Five Palo Alto Square,
3000 El Camino Real
Palo Alto, California 94306-2155

	Re:	Nvidia Corporation
Schedule TO-I filed January 19, 2006
      File No. 5-56649

Dear Mr. McKenna:

      We have reviewed the above-referenced filing and have the
following comments:
General
1. We note that you are incorporating the financial information
required by Item 1010(a) and (b) of Regulation M-A from your
periodic
reports.  It does not, however, appear that you have provided all
of
the summary financial data required by Instruction 6 to Item 10 of
Schedule T-O.  For instance, we are unable to locate a Ratio of
Earnings to Fixed Charges as required by Item 1010(c)(4).  Please
provide the omitted disclosure.
Determination of Validity, page 8
2. We note your statement "we may waive any or all of the
conditions
of the Offer for all Eligible Participants."  Please clarify that
if
you waive a condition for one participant you will waive the
condition for all participants.

Conditions of the Offer, page 10
3. We note your statement that the failure to exercise a right
will
not be deemed a waiver of that right.  This language suggests that
once a condition is triggered, you will make a secondary
determination as to whether to proceed with the tender offer.
Please
note that when a condition is triggered and an offeror decides to
proceed with the offer anyway, we believe that this decision
constitutes a waiver of the triggered condition.  As you are
aware,
the waiver of a material offer condition may require an extension
of
the offer, as well as filing of an amendment and dissemination of
additional offer materials.  Please confirm to us the issuer will
not
rely on this language to tacitly waive a condition of the offer by
failing to expressly assert it.

Circular 230 Disclaimer, page 19

4. Please delete the disclaimer. Investors are entitled to rely on
the disclosure in the document.
Closing Comments
      As appropriate, please amend your documents in response to
these comments.  You may wish to provide us with marked copies of
the
amendment, if required, to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested supplemental information.
Detailed cover letters greatly facilitate our review.  Please file
your cover letter on EDGAR.  Please understand that we may have
additional comments after reviewing your amendment and responses
to
our comments.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      Please direct any questions to me at (202) 551-3345.

      						Sincerely,

							Michael Pressman
							Special Counsel
							Office of Mergers
and Acquisitions
February 3, 2006
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0303

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Correspondence Letter

 [NVIDIA Corporation Letterhead]

February 9, 2006

 Mr. Michael K. Pressman, Esq.

 United Stated Securities and Exchange Commission

 Division of Corporation Finance

 100 F Street NE

 Washington, DC 20549

 Ladies and Gentlemen:

 In connection with the
filing of a Schedule TO by NVIDIA Corporation (the “Company”) with the Securities and Exchange Commission (“Commission”) on January 19, 2006 as amended on February 8, 2006, the Company does hereby acknowledge to the
Commission that:

•

the Company is responsible for the adequacy and accuracy of the disclosure in the filings;

•

staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the
filing; and

•

the Company may not asset staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 Please do not hesitate to contact me at (408) 486-8116 if
you have any questions or would like any additional information regarding this response.

 Sincerely,

 David M. Shannon

 Vice President,

 General Counsel and Secretary