NVIDIA (NVDA) SDConflict minerals disclosure

Exhibit 1.01

Conflict Minerals Report

of NVIDIA Corporation

for the Calendar Year Ended December 31, 2019

This Conflict Minerals Report of NVIDIA Corporation, a Delaware corporation, is being filed for the calendar year ended December 31, 2019 in compliance with Rule 13p-1 of the Securities Exchange Act of 1934, as amended, or the Exchange Act.

Because conflict minerals were necessary to the functionality or production of products contracted by us to be manufactured between January 1, 2019 and December 31, 2019, or the Reporting Period, we were required to conduct in good faith a reasonable country of origin inquiry, or RCOI, regarding those conflict minerals that is reasonably designed to determine whether any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining country, which we refer to collectively as the Covered Countries, or are from recycled or scrap sources. “Conflict minerals” are defined in Item 1.01(d)(3) of the Specialized Disclosure Report on Form SD, or the Form SD, as columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, which are limited to tantalum, tin, and tungsten, or collectively, 3TG.

Based on the RCOI, if we have reason to believe our necessary conflict minerals may have originated in the Covered Countries and have reason to believe that they may not be from recycled or scrap sources, we must exercise due diligence on the source and chain of custody of our conflict minerals, and file a Conflict Minerals Report to describe our due diligence efforts on the source and chain of custody of such 3TG.

OUR COMPANY

NVIDIA pioneered accelerated computing to help solve the most challenging computational problems. Starting with a focus on PC graphics, we extended our focus in recent years to the revolutionary field of artificial intelligence, or AI. Fueled by the sustained demand for exceptional 3D graphics and the scale of the gaming market, NVIDIA leveraged its GPU architecture to create platforms for virtual reality, high performance computing, or HPC, and AI.

The GPU was initially used to simulate human imagination, enabling the virtual worlds of video games and films. Today, it also simulates human intelligence, enabling a deeper understanding of the physical world. Its parallel processing capabilities, supported by up to thousands of computing cores, are essential to running deep learning algorithms. This form of AI, in which software writes itself by learning from data, can serve as the brain of computers, robots and self-driving cars that can perceive and understand the world. GPU-powered deep learning continues to be adopted by thousands of enterprises to deliver services and features that would have been impossible with traditional coding.

NVIDIA has a platform strategy, bringing together hardware, system software, programmable algorithms, libraries, systems, and services to create unique value for the markets we serve. While the requirements of these end markets are diverse, we address them with a unified underlying architecture leveraging our GPUs and software stacks. The programmable nature of our architecture allows us to support several multi-billion-dollar end markets with the same underlying technology by using a variety of software stacks developed either internally or by third party developers and partners. The large and growing number of developers across our platforms strengthens our ecosystem and increases the value of our platform to our customers.

We do not directly manufacture semiconductors used for our products. Instead, we utilize a fabless manufacturing strategy, whereby we employ world-class suppliers for all phases of the manufacturing process, including wafer fabrication, assembly, testing, and packaging. This strategy uses the expertise of industry-leading suppliers that are certified by the International Organization for Standardization in such areas as fabrication, assembly, quality control and assurance, reliability, and testing. Additionally, we can avoid many of the significant costs and risks associated with owning and operating manufacturing operations. While we may directly procure certain raw materials used in the production of our products, such as substrates and a variety of components, our suppliers are responsible for procurement of the majority of the raw materials used in the production of our products. As a result, we can focus our resources on product design, additional quality assurance, marketing, and customer support.

FORWARD-LOOKING STATEMENTS

This Conflict Minerals Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, which are subject to the “safe harbor” created by those sections. Forward-looking statements are based on our management's beliefs and assumptions and on information currently available to our management. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “could,” “goal,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “project,” “predict,” “potential,” “intend” and similar expressions intended to identify forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause our actual results, performance, time frames or achievements to be materially different from any future results, performance, time frames or achievements expressed or implied by the forward-looking statements. We discuss many of these risks, uncertainties and other factors in our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q in greater detail under the heading “Risk Factors.” Given these risks, uncertainties and other factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this filing. You should read this Conflict Minerals Report completely and with the understanding that our actual future results may be materially different from what we expect. We hereby qualify our forward-looking statements by these cautionary statements. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future. All references to “NVIDIA,” “we,” “us,” “our” or the “Company” mean NVIDIA Corporation and its subsidiaries, except where it is made clear that the term means only the parent company.

OUR COMMITMENT TO RESPONSIBLE SOURCING

We support, contribute to, and rely on industry-wide efforts to validate the source of minerals used in our products, ensuring that they come from socially responsible sources and do not contribute to human conflict. We’re a member of the Responsible Minerals Initiative, or RMI, and the Public-Private Alliance for Responsible Minerals Trade. Additionally, we participate in various RMI work groups and align our program with the organization’s tracking of additional minerals and materials and with geographic areas of high concern. We support these on-the-ground programs aimed at improving transparency for responsible sourcing and reducing human rights risks.

Our goal is to use only conflict-free 3TG from the Covered Countries in our products. Our due diligence program regarding conflict materials is designed to conform in all material respects with the framework recommended by the Organisation for Economic Co-operation and Development, or OECD.

DUE DILIGENCE PROGRAM DESIGN

Our conflict minerals due diligence program is designed to conform in all material respects with the framework recommended by the OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas, or the OECD Guidance, as it relates to our supply chain position as a “downstream” purchaser. Summarized below are the components of our program as they relate to the five-step framework set forth in the OECD Guidance:

Step 1: Establish strong company management systems

Step 2: Identify and assess risk in the supply chain

Step 3: Design and implement a strategy to respond to identified risks

Step 4: Carry out independent third-party audit of supply chain due diligence at identified points in the supply chain

Step 5: Report on supply chain due diligence

The contents of any website referenced in this Conflict Minerals Report are not a part of this Conflict Minerals Report.

REASONABLE COUNTRY OF ORIGIN INQUIRY (RCOI)

NVIDIA’s supply chain is complex and there are multiple tiers between NVIDIA and the actual mining of the 3TG. Because we utilize a fabless manufacturing strategy, we must rely on our suppliers and component manufacturers, including sub-tier suppliers, to provide us with information on the origin of the 3TG contained in our products and product components.

To conduct our RCOI, we identified our suppliers and component manufacturers of products manufactured during the Reporting Period, and requested that they each provide NVIDIA with a list of the smelters and refiners associated with the 3TG in their products and components via the CMRT. Our goal was to determine whether any 3TG in our products or components originated in the Covered Countries. One hundred percent of our suppliers and component manufacturers responded with the requested information, and we compared their responses with the RCOI data provided by the RMAP.

Our RCOI revealed that, of the 284 worldwide processing facilities in our supply chain which sourced 3TG for our products contracted to be manufactured during the Reporting Period, 43 smelters and refiners were identified by the RMI as sourcing from the Covered Countries and were not solely from recycled or scrap sources. Therefore, we believe that a portion of the 3TG contained in our products or components originated in the Covered Countries, and we are filing this Conflict Minerals Report accordingly.

DESCRIPTION OF DUE DILIGENCE MEASURES PERFORMED

Below is a description of the measures we performed for this Reporting Period to exercise due diligence on the source and chain of custody of our necessary conflict minerals.

We requested supply chain information from one hundred percent of our direct suppliers that may use necessary 3TG in our products and components to determine whether any of these minerals originated in the Covered Countries or were from recycled or scrap sources. We used third-party supplier management software to track these communications with direct suppliers, automate the identification of quality issues, aggregate CMRT responses for analysis and reporting, and perform additional follow up with those suppliers whose CMRTs contained incomplete or potentially inaccurate information. After reviewing the names provided by our suppliers and component manufacturers against the RMI lists of verified smelters and refiners, we consulted with our RMI colleagues to distinguish those that were actual smelters and refiners from other participants in the upstream supply chain, such as brokers and traders. We provided our list of smelters and refiners for inclusion in the RMAP, which utilized an independent third party to conduct audits, according to the standards of the OECD Guidance, of willing smelters and refiners to determine the source and origin of their ore, as well as whether they were conflict-free.

 

COUNTRY AND MINE OR LOCATION OF ORIGIN OF NECESSARY CONFLICT MINERALS

Based on the due diligence described above, we determined that the supply chain for our products contracted to be manufactured during the Reporting Period sourced conflict minerals from up to 284 processing facilities worldwide, of which, as of May 5, 2020:

A list of smelters and refiners that we believe are contained in our supply chain and are either compliant or active as determined by the RMAP is attached hereto as Exhibit A.

We requested mine or location of origin information, if known, from each of our direct suppliers, most of which do not source directly from processing facilities, for the purposes of determining the source and chain of custody of the necessary 3TG in our supply chain. Based on country of origin information provided by the RMI for RMAP-compliant processing facilities:

However, we are unable to determine, as of the date of the filing of the Form SD to which this Conflict Minerals Report is an exhibit, the origin of all necessary 3TG that were contained in the products we contracted to manufacture during the Reporting Period.

STEPS TAKEN OR TO BE TAKEN TO MITIGATE RISK AND IMPROVE DUE DILIGENCE

NVIDIA has been a member of the RBA, a coalition of leading electronics companies working together to improve social, ethical, and environmental responsibility in the global supply chain, since 2007. We have also been an active participant in the RMI, a multi-sector partnership focused on addressing conflict minerals issues and challenges. Additionally, to support initiatives targeted at improving the traceability of conflict minerals in the Great Lakes Region of Central Africa, which includes the Democratic Republic of the Congo, we joined the Public-Private Alliance for Responsible Minerals Trade in 2013 and renewed our membership for an additional five years in 2017.

We are also part of the Smelter Engagement Team sub-work group of the RMI, which performs outreach to smelters, encouraging recognized smelters and refiners to participate in the RMAP. Apart from our participation with the Smelter Engagement Team, since 2013 we have also contacted approximately 91 smelters and refiners directly to encourage them to be audited through RMAP, including the one smelter that is undergoing review by the RMAP as no longer compliant.

We have adopted a goal to use only conflict-free 3TG in our products. Accordingly, we implemented a formal conflict minerals policy by which we communicated our expectation to our suppliers that they acquire materials from conflict-free sources within the Covered Countries and to provide their supply chain conflict minerals information to us using the CMRT. We also informed them that we would assess, and potentially withhold, future business with suppliers who do not comply with our

policy. Since 2016, we have removed companies from our supplier base due, in part, to their lack of compliance with our policy.

In 2017, we joined the RMI Sensing and Prioritization Work Group to focus on emerging risks and additional minerals beyond armed conflict and 3TG and outside of the Covered Countries geography.

In 2018, we requested our suppliers to engage with their supply chain, and leveraged our membership and participation in RBA work groups, to encourage approximately 30 smelters or refiners that were neither compliant nor active, according to the RMAP, to be audited by an independent third party. Additionally, we reviewed our approved vendor list, continued to communicate our intention to withhold business with suppliers who do not comply with our Conflict Minerals Policy, and streamlined our supplier base appropriately. Finally, we sought opportunities to join new industry and stakeholder initiatives to support the responsible sourcing of minerals, resulting in our joining of the RMI Due Diligence Practices Team to assess ongoing risks with 3TG and future risks concerning other minerals and global regions.

In 2019, we undertook several activities to mitigate the risk that our necessary 3TG may benefit armed groups and to improve our due diligence measures. We continued to investigate other minerals of concern and other global regions of high risk. In particular, as the RMI program matured, we began to investigate Cobalt in our supply chain and surveyed our strategic suppliers accordingly. We also integrated a conflict minerals risk ranking into new supplier assessments and addressed high risk issues. Additionally, we adjusted our approved vendors list based on suppliers who we deemed to be a high risk for conflict minerals concerns. Finally, we requested that our suppliers remove from our supply chain those smelters which continued to be non-compliant to the RMAP protocol, “not in operation” or “not recognized by the RMI”.

INHERENT LIMITATIONS ON DUE DILIGENCE MEASURES

 

Because of our fabless manufacturing strategy and our contract manufacturing process for our branded devices, our due diligence measures can provide only reasonable, not absolute, assurance regarding the source and chain of custody of the necessary conflict minerals in the products we contract to have manufactured. Given our place in the supply chain, we have no direct relationships with smelters, refiners, and therefore possess no independent means of determining the source and origin of conflict mineral ores processed by smelters or refiners. Our due diligence processes are based on the necessity of seeking data from our suppliers and component manufacturers and those suppliers seeking similar information within their supply chains to identify the original sources of the necessary conflict minerals. We also rely, to a large extent, on information collected and provided by independent third-party audit programs. Such sources of information may yield inaccurate or incomplete information and may be subject to fraud.

 

PRODUCT DESCRIPTION

During the Reporting Period, we identified the following products that may contain necessary conflict minerals that we manufactured or contracted to manufacture:

 

The description of our due diligence process above to determine the location of origin of the conflict minerals in NVIDIA’s products is hereby incorporated by reference into this section of our Conflict Minerals Report.

EXHIBIT A

Compliant or Active Smelters and Refiners Reported in NVIDIA’s Supply Chain as of May 5, 2020