8-KRegulation FDOther Events

NVIDIA CORP 8-K Report, Regulation FD Disclosure (Jun 28, 2021)

Filed June 28, 2021For Securities:NVDA

Summary

NVIDIA Corporation (NVDA) announced the completion of a significant corporate restructuring, referred to as the 'Domestication,' on June 28, 2021. This move involves repatriating certain non-U.S. intellectual property rights to the United States, aligning the company's corporate structure more closely with its operational footprint and adhering to international tax guidelines like the OECD's Base Erosion and Profit Sharing conclusions. The primary impact for investors centers on an updated tax rate outlook for the second quarter of fiscal year 2022. Specifically, NVIDIA now anticipates both GAAP and non-GAAP tax rates to be approximately 13% (±1%), an increase from the previously guided 10% (±1%). This upward revision is partly offset by an expected one-time tax benefit from the Domestication itself, estimated between $250 million to $300 million, which will be recognized in the second quarter of fiscal 2022. Investors should note that discrete tax items, including those related to stock-based compensation, may cause quarterly variability.

Key Highlights

  • 1NVIDIA completed a corporate restructuring ('Domestication') on June 28, 2021, repatriating non-U.S. intellectual property rights to the U.S.
  • 2The Domestication aligns NVIDIA's corporate structure with its operational structure and international tax standards (OECD BEPS).
  • 3Updated tax rate outlook for Q2 FY2022: expected GAAP and non-GAAP tax rate is 13% (±1%), up from prior guidance of 10% (±1%).
  • 4Expects a one-time tax benefit of approximately $250 million to $300 million in Q2 FY2022 related to the Domestication.
  • 5The company acknowledges that discrete tax items (e.g., stock-based compensation) will cause quarterly fluctuations.
  • 6The disclosure is made under Regulation FD and is furnished, not filed, meaning it doesn't automatically update other filings.

Frequently Asked Questions

The Domestication is a corporate restructuring completed on June 28, 2021, where NVIDIA repatriated certain non-U.S. intellectual property economic rights back to the United States. This move aims to align the company's corporate structure more closely with its operational structure and comply with evolving international tax laws, such as the OECD's Base Erosion and Profit Sharing (BEPS) initiatives and changes in U.S. and European tax regulations.

NVIDIA updated its tax rate outlook for the second quarter of fiscal year 2022. Both GAAP and non-GAAP tax rates are now expected to be 13%, plus or minus 1 percentage point. This is an increase from the previously provided guidance of 10%, plus or minus 1 percentage point.

Yes, NVIDIA anticipates a one-time tax benefit resulting from the Domestication in the second quarter of fiscal year 2022. This benefit is estimated to be in the range of $250 million to $300 million. This one-time gain will be recognized alongside the updated ongoing tax rate guidance.

Yes, NVIDIA notes that certain discrete tax items, including the one-time impact from the Domestication and potential variations in tax benefits or deficiencies related to stock-based compensation, are expected to cause variability in the GAAP tax rate on a quarter-by-quarter basis.