NVIDIA Announces Pricing of $2.0 Billion Notes Offering

SANTA CLARA, CA - NVIDIA today announced that it has priced its offering of $2.0 billion of unsecured notes. The notes consist of $1.0 billion of 2.20% notes due 2021 and $1.0 billion of 3.20% notes due 2026. The company anticipates that the offering will close on or around Sept. 16, 2016, subject to customary closing conditions.

NVIDIA intends to use the net proceeds of the offering to prefund the repayment of the principal amount of its convertible notes and for general corporate purposes such as dividend payments or share repurchases.

Goldman, Sachs & Co., Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering.

The offering is being made under an effective shelf registration statement on Form S-3 filed with the Securities and Exchange Commission (SEC) on September 6, 2016. A preliminary prospectus supplement, together with the accompanying prospectus, related to the offering has been filed with the SEC and is available on the SEC's website, http://www.sec.gov. Copies of the preliminary prospectus supplement and the accompanying prospectus related to this offering may be obtained by contacting: Goldman, Sachs & Co. at 1-866-471-2526; Morgan Stanley & Co. LLC at 1-866-718-1649 or Wells Fargo Securities, LLC at 1-800-645-3751.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

NVIDIA (NASDAQ: NVDA) is a computer technology company that has pioneered GPU-accelerated computing. It targets the world's most demanding users -- gamers, designers and scientists -- with products, services and software that power amazing experiences in virtual reality, artificial intelligence, professional visualization and autonomous cars.

Statements made in this press release that are not of historical fact are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are subject to risks and uncertainties that may cause actual results to differ materially. Important factors that could cause actual results to differ materially include: whether or not NVIDIA will consummate the offering, the anticipated use of the proceeds of the offering which could change as a result of market conditions or for other reasons, interest rates and corporate considerations and the impact of general economic, industry or political conditions in the United States or internationally, and other factors listed in NVIDIA's most recent reports on Form 10-K and Form 10-Q filed with the SEC, the preliminary prospectus supplement relating to the proposed offering filed with the SEC and other reports NVIDIA files with the SEC. All statements made in this press release are made only as of the date set forth at the beginning of this release. NVIDIA undertakes no obligation to update the information in this release in the event facts or circumstances subsequently change after the date of this press release, except as required by applicable law.

© 2016 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and other countries. Other company and product names may be trademarks of the respective companies with which they are associated.

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