SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 12b-25

Commission File Number 0-23985

NOTIFICATION OF LATE FILING

(Check One) X Form 10-K ¨ Form 11-K ¨ Form 20-F ¨ Form 10-Q ¨ Form N-SAR

For the Period Ended: January 27, 2002

¨ Transition Report on Form 10-K

¨ Transition Report on Form 20-F

¨ Transition Report on Form 11-K

¨ Transition Report on Form 10-Q

¨ Transition Report on Form N-SAR

For the Transition Period Ended:                    

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I

REGISTRANT INFORMATION

NVIDIA Corporation

Full Name of Registrant

2701 San Tomas Expressway

Address of Principal Executive Office (Street and Number)

Santa Clara, CA 95050

City, State and Zip Code

PART II

RULES 12b-25(b) AND (c)

If the subject report could not be filed without reasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box is appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
[X]	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be filed on or before the 15th calendar day following the prescribed due date; or the subject quarterly report or transition report on

Form 10-Q, or portion thereof will be filed on or before the fifth day following the prescribed due date; and

(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period. (Attach extra sheets if needed.)

Additional time will be needed for the Registrant to complete the preparation and review of its Annual Report on Form 10-K for the fiscal year ended January 27, 2002 (the “Form 10-K”). The Registrant is in the process of restating previously reported financial results for fiscal years 2000 and 2001, as well as the first, second and third quarters of fiscal year 2002. As a result, the Registrant will not be in a position to file the Form 10-K without unreasonable time and expense. A description of the revisions to be made is set forth in the attached press release which was issued today by the Registrant. The Registrant does intend to file its Form 10-K no later than the 15th calendar day following the prescribed due date, as contemplated by Rule 12b-25(b)(2) promulgated under the Securities Exchange Act of 1934, as amended.            

PART IV

OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification.

                                Jen-Hsun Huang (408) 486-2000                                

(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or such shorter period that the registrant was required to file such reports been filed? If the answer is no, identify report(s).     x  Yes      ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statement to be included in the subject report or portion thereof?     x  Yes         ¨ No

If so:    attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

As previously explained in Part III above, the Registrant is still in the process of revising its results of operations for fiscal years 2000 and 2001 and the first, second and third quarters of fiscal year 2002. The earnings statement contained in the Registrant’s 2002 Form 10-K is anticipated to reflect changes in the Registrant’s results of operations from the prior fiscal year due to the substantial growth the Registrant experienced during the year ended January 27, 2002. Please see the attached press release for both a narrative and quantitative discussion of the anticipated changes.

                                NVIDIA Corporation                                

(Name of Registrant as Specified in Charter)

Has caused this notification to be signed on behalf of the undersigned thereunto duly authorized.

Date: April 29, 2002 By: /s/ Jen-Hsun Huang Jen-Hsun Huang President and Chief Executive Officer

ATTACHMENT:

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.