8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 29, 2002

NVIDIA CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction of incorporation)

0-23985	94-3177549
(Commission File No.)	(IRS Employer Identification No.)

2701 San Tomas Expressway

Santa Clara, CA 95050

(Address of principal executive offices and zip code)

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

Item 5. Other Events.

On April 29, 2002, the Registrant issued two press releases, copies of which are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.

Item 7. Exhibits.

Exhibit No.	Description
99.1	Press Release, dated April 29, 2002, entitled “NVIDIA Anticipates Record Revenues and Earnings for First Quarter Fiscal Year 2003”.
99.2	Press Release, dated April 29, 2002, entitled “NVIDIA Names Mary Dotz Interim Chief Financial Officer”.

SIGNATURES

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

	NVIDIA CORPORATION
Date:  April 29, 2002	By:	/S/    JEN-HSUN HUANG
		Jen-Hsun Huang President and Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release, dated April 29, 2002, entitled “NVIDIA Anticipates Record Revenues and Earnings for First Quarter Fiscal Year 2003”.
99.2	Press Release, dated April 29, 2002, entitled “NVIDIA Names Mary Dotz Interim Chief Financial Officer”.

EX-99.1

Exhibit 99.1

For further information, contact:

Mike Hara

NVIDIA Corporation

(408) 486-2511

mhara@nvidia.com

Media Contact :

Joele Frank/Ellen Barry

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

For Immediate Release

NVIDIA Anticipates Record Revenues and Earnings for First Quarter Fiscal Year 2003

Company Revises Previous Results Following Internal Review

SANTA CLARA, CA. – April 29, 2002 – NVIDIA^® Corporation (Nasdaq: NVDA) today announced preliminary results for the first quarter of fiscal 2003 ending April 28, 2002. The Company expects to report total revenues for the three months ending April 28, 2002 of approximately $570 to $580 million. The Company expects to report net income of approximately $79 to $84 million, or $0.45 to $0.48 per diluted share. The Company plans to release final results for this quarter on May 22, 2002.

“Our success is the direct result of our employees’ focus and hard work and the strength of our business model,” said Jen-Hsun Huang, president and CEO of NVIDIA. “We are executing on the deepest and richest product transition in the Company’s history, and we are making terrific progress in each of our markets.”

In the last quarter NVIDIA transitioned its desktop product family to the new GeForce 4 series of graphics processor units (GPUs). These new GPUs have been embraced by all the major desktop OEMs worldwide. In addition to the momentum of its GeForce line, the Company’s nForce platform processors have been adopted by top PC providers, including Compaq, Fujitsu-Siemens, HP and NEC, and more than 100 system builders worldwide. In addition, mobile and workstation business momentum has increased dramatically with several new design wins.

The Company also announced that it is restating its previously reported results for the first three quarters of fiscal 2002 and for fiscal years 2001 and 2000. As a result, total net income for the three year period will increase by approximately $1.3 million. Net income for fiscal 2002 will increase by approximately $2.1 million or $0.01 per diluted share; net income for fiscal 2001 will decrease by approximately $3.7 million or $0.03 per diluted share; and net income for fiscal 2000 will increase by approximately $2.9 million or $0.02 per diluted share, as more fully described in the attached summary.

The restatement is the result of an extensive review directed by the Company’s independent Audit Committee, with assistance from the law firm of Cooley Godward LLP and forensic accountants from KPMG LLP. The Audit Committee initiated its review at the request of, and in full cooperation with, the staff of the Securities & Exchange Commission (SEC). The Audit Committee and its team have conducted a thorough review of the Company’s records from the past three fiscal years with respect to all issues raised by the SEC staff. The Audit Committee is working in close cooperation with the SEC and has provided it with extensive information and conclusions of the review.

“The Audit Committee conducted a complete and thorough review of all matters raised over the last three fiscal years. We believe the resulting restatement is appropriate,” said Huang. “In addition, we have the necessary systems and staff today to ensure the integrity of our financial reporting.”

The Company is in the process of preparing its Form 10-K for fiscal 2002, and is scheduled to file its Form 10-K, with the restated financial information for fiscal 2001 and 2000, on or before May 14, 2002. Therefore, annual and quarterly reports previously filed with the SEC for these periods, including the report of KPMG LLP for the financial statements for fiscal 2001 and 2000, should not be relied upon.

The Company’s Audit Committee is composed of outside Board members William J. Miller, A. Brooke Seawell and Mark A. Stevens.

Investor Teleconference

NVIDIA will hold a teleconference today beginning at 10:30 a.m. EDT (7:30 a.m. PDT). Investors, analysts and the media are invited to join the live teleconference by dialing (888) 282-0379. International callers may dial (712) 271-0170. Please call at least 15 minutes before the start time. Ask to be connected to the NVIDIA investor teleconference. An audiocast of the teleconference will be available online at www.nvidia.com.

About NVIDIA

NVIDIA Corporation, located in Santa Clara, CA, is the global leader in advanced graphics and multimedia processing technology for the consumer and professional computing markets. Its 2D, 3D, video and multimedia capabilities make NVIDIA one of the premier semiconductor companies in the world. NVIDIA offers a wide range of products and services, delivering superior performance and crisp visual quality for PC-based applications such as manufacturing, science, e-business, entertainment and education.

Forward-Looking Language

Certain statements in this press release, including the statements relating to the Company’s preliminary results for the first quarter of fiscal 2003 and the expected restated financial results, are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. Such risks and uncertainties include, but are not limited to, the need to finalize the financial results for the first quarter and the restated financial results and have such results reviewed by the Company and KPMG LLP; the effect of the expected restatement on the Company’s business and relationships with customers; the strength of our business model; future actions by the SEC or other governmental or regulatory agencies

with respect to the Company or its personnel arising out of the restatement or related matters; customer and distributor acceptance and other issues related to product transitions; manufacturing and other delays relating to new products; difficulties in the fabrication process and dependence of the Company on third-party manufacturers; general industry trends including cyclical trends in the PC and semiconductor industries; the impact of competitive products and pricing alternatives; market acceptance of the Company’s new products; the impact of litigation and other proceedings; and the Company’s dependence on third-party developers and publishers. Investors are advised to read the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q and the reports on Form 8-K, particularly those sections entitled “Certain Business Risks,” for a fuller discussion of these and other risks and uncertainties.

NOTE: All other company and/or product names are trademarks and/or registered trademarks of their respective manufacturers. Features, pricing, availability, and specifications are subject to change without notice.

NVIDIA CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share data)

(unaudited)

	Fiscal 2000 Twelve Months Ended 1/30/2000(3)							Fiscal 2001 Twelve Months Ended 1/28/2001(4)							Fiscal 2002 Twelve Months Ended 1/27/2002(5)
	As Reported		Adjustments			Restated		As Reported		Adjustments			Restated		As Reported		Adjustments			Restated
Revenues	$	374,505	$	—		$	374,505	$	735,264	$	—		$	735,264	$	1,371,370	$	(1,899	)	$	1,369,471
Cost of revenues		235,575		(2,913	)		232,662		460,098		2,711			462,809		853,556		(3,569	)		(849,987	)
Gross profit		138,930		2,913			141,843		275,166		(2,711	)		272,455		517,814		1,670			519,484
Operating expenses:
Research and development		47,439		(525	)		46,914		86,438		1,441			87,879		153,267		(431	)		152,836
Sales, general and administrative		37,079		(767	)		36,312		58,437		1,274			59,711		96,210		(965	)		95,245
Amortization of goodwill and purchased intangible assets		—		—			—		—		—			—		12,684		—			12,684
Acquisition related charges		—		—			—		—		—			—		10,030		—			10,030
Discontinued use of property		—		—			—		—		—			—		3,687		—			3,687
Total operating expenses		84,518		(1,292	)		83,226		144,875		2,715			147,590		275,878		(1,396	)		274,482
Operating income		54,412		4,205			58,617		130,291		(5,426	)		124,865		241,936		3,066			245,002
Interest and other income, net		1,754		—			1,754		16,673		—			16,673		11,017		—			11,017
Income before income tax expense		56,166		4,205			60,371		146,964		(5,426	)		141,538		252,953		3,066			256,019
Income tax expense (1)		18,068		1,344			19,412		47,027		(1,736	)		45,291		75,886		920			76,806
Net income	$	38,098	$	2,861		$	40,959	$	99,937	$	(3,690	)	$	96,247	$	177,067	$	2,146		$	179,213
Basic net income per share(2)	$	0.32					0.34	$	0.76				$	0.73	$	1.24				$	1.25
Diluted net income per share(2)	$	0.26				$	0.28	$	0.63				$	0.60	$	1.04				$	1.05
Shares used in basic per share computation(2)		119,488					199,488		130,998					130,998		143,015					143,015
Shares used in diluted per share computation(2)		144,392					144,392		159,294					159,294		171,074					171,074

(1) Reflects an effective tax rate of 30% for the twelve months ended January 27, 2002 and 32% for the twelve months ended January 28, 2001 and January 30, 2000.

(2) Reflects a two-for-one stock split effected in September 2001.

(3) Adjustments to cost of revenue in fiscal 2000 primarily reflect correction of the recording of cost of goods, as well as the timing of write-downs of inventory. Adjustments to operating expenses in fiscal 2000 primarily reflect changes in the timing of accruals.

(4) Adjustments to cost of revenues in fiscal 2001 primarily reflect changes in the recording of certain manufacturing costs, as well as the timing of write-downs of inventory and correction of the recording of overhead expenses. Adjustments to operating expenses in fiscal 2001 primarily reflect changes in the timing of the accruals discussed in footnote (3), as well as correction of the recording of overhead expenses. Fiscal 2001 results will also include certain intra-year adjustments related to revenue.

(5) Adjustments to revenues in fiscal 2002 reflect correction of the accrual of certain customer incentives. Adjustments to cost of revenues in fiscal 2002 primarily reflect correction of the recording of overhead expenses, manufacturing costs and the timing of write-downs of inventory. Adjustments to operating expenses in fiscal 2002 primarily reflect correction of the recording of overhead expenses discussed in footnote (4), as well as changes in the timing of accruals. Fiscal 2002 results will also include certain intra-year adjustments related to revenue.

EX-99.2

Exhibit 99.2

For further information, contact:

Mike Hara

NVIDIA Corporation

(408) 486-2511

mhara@nvidia.com

Media Contact :

Joele Frank/Ellen Barry

Joele Frank, Wilkinson Brimmer Katcher

(212) 355-4449

For Immediate Release

NVIDIA NAMES MARY DOTZ INTERIM CHIEF FINANCIAL OFFICER

SANTA CLARA, Calif., April 29, 2002—NVIDIA^® Corporation (Nasdaq: NVDA) today announced that Mary Dotz, NVIDIA’s Corporate Controller, has been named interim Chief Financial Officer. Christine B. Hoberg is taking a leave of absence. The Board of Directors is initiating a search for a permanent CFO.

Mary Dotz joined NVIDIA in 2000, has worked in finance for more than 20 years and has held senior positions at AMD, Nissan and Unocal.

Jen-Hsun Huang, president and CEO of NVIDIA, stated, “We are delighted to have someone of Mary’s experience to step into the role of CFO and look forward to working with her in this new capacity. At the same time I want to wish Chris well during her hiatus. She has played an instrumental role in the Company during this exciting period of remarkable growth.”

ABOUT NVIDIA

NVIDIA Corporation, located in Santa Clara, CA, is the global leader in advanced graphics and multimedia processing technology for the consumer and professional computing markets. Its 2D, 3D, video and multimedia capabilities make NVIDIA one of the premier semiconductor companies in the world. NVIDIA offers a wide range of products and services, delivering superior performance and crisp visual quality for PC-based applications such as manufacturing, science, e-business, entertainment and education.