#1NVIDIA. NVIDIA TO ACQUIRE ARM September 13, 2020#2Forward Looking Statements All statements included or incorporated by reference in this communication, other than statements or characterizations of historical fact, are forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are based on NVIDIA's current expectations, estimates and projections about its business and industry, management's beliefs, and certain assumptions made by NVIDIA and Arm, all of which are subject to change. Forward-looking statements can often be identified by words such as "anticipates," "expects," "intends," "plans," "predicts," "believes," "seeks," "goals," "likely," "might," "project," "target," "estimates," "may," "will," "should," "would," "could," "potential," "continue," "ongoing," or similar expressions, and variations or negatives of these words. Certain statements in this press release including, but not limited to, statements as to the proposed transaction and acquisition of Arm by NVIDIA, including statements regarding the benefits of the transaction and what the combined companies will offer, the timing, price and closing conditions of the transaction; statements regarding the companies' products and markets; expanding Arm's IP licensing portfolio, ecosystem and R&D capacity; the combined company's target addressable market; the users of the companies' products and technologies; the companies' growth and growth drivers; the financial impact of the transaction; and other predictions and estimates are forward-looking statements that are subject to risks and uncertainties that could cause results to be materially different than expectations. These forward-looking statements are based on current expectations and are not guarantees of future results. Many factors could cause actual future events to differ materially from the forward looking statements in this document, including the following, among others: the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect NVIDIA's business and the price of its stock; uncertainties as to the timing of the consummation of the transaction and the failure to the conditions to the consummation of the transaction, including the receipt of certain governmental and regulatory approvals; the potential for regulatory authorities to require divestitures, behavioral remedies or other concessions in order to obtain their approval of the proposed transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the purchase agreement; the effect of the announcement or pendency of the transaction on NVIDIA's business relationships, operating results, and business generally; delays, disruptions or increased costs in the integration of Arm's technology into existing or new products; expected financial benefits and other benefits of the transaction may not be realized; integration of the acquisition post-closing, and the combined companies' ability to achieve the growth prospects and synergies expected from the transaction, may not occur as anticipated, and there may be delays, challenges and expenses associated with integrating the combined companies' existing businesses; litigation related to the transaction or otherwise or limitations or restrictions imposed by regulatory authorities may delay or negatively impact the transaction; unanticipated restructuring costs may be incurred or undisclosed liabilities assumed; attempts to retain key personnel and customers may not succeed; risks related to diverting management's attention from NVIDIA's ongoing business operations; the business combination or the combined company's products may not be supported by third parties; actions by competitors may negatively impact results; potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transaction; the short-term and long-term effects of the COVID-19 pandemic; there may be negative changes in general economic conditions in the regions or the industries in which NVIDIA and Arm operate; and other risks described in NVIDIA's filings with the SEC. In addition, please refer to the documents that NVIDIA files with the SEC on Forms 10-K, 10-Q, and 8-K. These filings identify and address other important risks and uncertainties that could cause events and results to differ materially from those contained in the forward-looking statements set forth in this document. Actual results are subject to other risks and uncertainties that relate more broadly to NVIDIA's overall business, including those more fully described in NVIDIA's filings with the SEC. In addition, the foregoing review of important factors that could cause actual events to differ from expectations should not be construed as exhaustive and should be read in conjunction with statements that are included herein and NVIDIA's filings with the SEC. These forward-looking statements are not guarantees of future events performance and speak only as of the date hereof, and, except as required by law, NVIDIA disclaims any obligation to update these forward-looking statements to reflect future events or circumstances. © 2020 NVIDIA Corporation. All rights reserved. NVIDIA and the NVIDIA logo are trademarks and/or registered trademarks of NVIDIA Corporation in the U.S. and/or other countries. Other company and product names may be trademarks of the respective companies with which they are associated. Features, pricing, availability, and specifications are subject to change without notice. NVIDIA.#3GEFORCE NOW OMNIVERSE RAPIDS NVIDIA AI Jakart Depoo!! 1000011 NVIDIA FULL-STACK COMPUTING FOR THE AGE OF AI CLARA D DRIVE ISAAC MERLIN JARVIS METROPOLIS NBX MANNING GEOR GROUND BREAKING CANCER RESEARCH#4Cloud Data Centers Thousands of DC Each with Millions of Nodes Internet of People PERSONAL COMPUTING Billions of People THE AGE OF AI From Cloud to Edge ((( 8 ))) Edge Data Centers Millions of Edge DC Each with Thousands of Nodes T III Internet of Things AUTONOMOUS MACHINES Trillions of Devices DDD ooo T NVIDIA#5NVIDIA + ARM Creates the premier computing company for the age of Al combining NVIDIA's leading Al computing platform with Arm's vast CPU ecosystem Expands Arm's IP licensing portfolio with NVIDIA's technology in large end markets - including Mobile and PCs Turbocharges Arm's server CPU roadmap pace and accelerates Data Center, Edge Al, and loT opportunities Expands NVIDIA's computing platform reach from 2 to over 15 million developers Financially attractive: immediately accretive to non-GAAP gross margins and non-GAAP EPS upon closing NVIDIA.#6Billions Arm-Based Chips Reported as Shipped 25 20 15 10 5 O ARM'S COMPUTING ARCHITECTURE A Vast CPU Ecosystem 1991 180bn 22.8bn 2019 70% of the World's Population uses Arm Technology 23 14 NVIDIA.#7EXPAND ARM'S IP LICENSING PORTFOLIO WITH NVIDIA'S TECHNOLOGY Arm's Successful IP Licensing Model... Leading energy-efficiency arm Business Development 1) Arm licenses technology to chip Partners Technology License Fee Per Chip Royalty ...Turbocharged with NVIDIA IP and Scale Leading Al, HPC and graphics performance 2) Partners develop chips and ship them to OEMs SemiCo Partner Chip Shipment OEM Customer Chip Payment 3) OEMs sell products containing Arm-based chips NVIDIA.#8+ + arm arm orm Maca arm Infrastructure arm Client Cre loT and Embedded AI/ML Automotive BOOST ARM'S VAST ECOSYSTEM WITH NVIDIA ACCELERATED COMPUTING Arm CPU Ecosystem Linaro Qualcomm aws - Red Hat Enterprise Linux eexo TensorFlow amazon alexa NORDIC Green Hills NXP unity vmware MARVELL Audio Analytic alwaysAl CYPRESS MathWorks HARMAN swift NAVIGATION oculus SAMSUNG docker ORACLE Linux Reality Al DO DOLBY CMSIS Mentor AS DENSO Crafting the Core HISILICON MEDIATEK A AMPERE. SUSE Java NGINX+ Microsoft EPIC ubuntu O [f PyTorch | LUXOFT AUTOMOTIVE KubeEdge OctoML ArcSoft EA Mobility REALTEK FreeBSD cadence babblelabs MICROCHIP STI ERTOS DARWIN AI CIRRUS LOGIC BROADCOM nuvoTon BOSCH RENESAS SYNOPSYS™ Silicon mapbox NVIDIA Accelerated Computing Platform Gaming Pro Viz TOARE ********** ARCHITECTURE HPC AI Transportation CUDA-X Healthcare Smart City/loT CUDA SYSTEMS Robotics DATA CENTER NVIDIA.#924% 21% NVIDIA leads in R&D intensity... 17% 13% 12% EXPAND ARM'S R&D CAPACITY Turbocharge Investments and Execution Pace 8% 8% 11 NVIDIA Facebook Google Microsoft Amazon Tencent TSMC Alibaba Apple Tesla Trailing Twelve Months R&D as % of Revenue Top 10 tech companies by market cap. 8% 7% 5% ...and will boost Arm's R&D capacity $3.2B NVIDIA -$0.5B Arm NVIDIA trailing twelve months GAAP R&D. Arm unaudited March-20 end trailing twelve months pro-forma IFRS R&D of IPG business. NVIDIA.#10ACCELERATE DATA CENTER, EDGE & loT OPPORTUNITY aws MARVELL Microsoft FUJITSU tsmc Data Center Arm-based Servers Amazon launched Arm-based Graviton2 processors for AWS Marvell's ThunderX2 Arm-based server processor will be used for Microsoft Azure Fujitsu launched first Arm-based supercomputer, ranked #1 on TOP500 supercomputer list TSMC unveiled 7nm Arm-based chiplets for HPC applications 13M+ Arm Developers + 2M NVIDIA Developers Edge & loT Arm-based Edge Compute Automotive: Audi, Daimler, Mediatek, NXP, Qualcomm, Samsung Marvell OCTEON TX2 family of multi-core processors supporting 4-32 Arm V8 cores Xilinx Zing FPGA SOCs for 5G based on Arm End Point AI: ALIF, BES Technic, NXP, ST, Samsung CO DAIMLER MEDIATEK NXP Qualcomm SAMSUNG NVIDIA.#11BENEFITS TO CUSTOMERS Offer Arm's customers access to NVIDIA's Al and GPU IP Boost Arm's vast software ecosystem with NVIDIA's Al and accelerated computing platform Offer cloud data center customers and the broader computer industry a strong server CPU roadmap Offer server OEMs a fully optimized platform around Arm with NVIDIA GPU, DPU, and software stacks NVIDIA.#12NVIDIA. arm $250B TARGET ADDRESSABLE MARKET BY 2023 Accelerated Computing, Energy-Efficiency, and Al will Revolutionize All Industries DEVICES $95B Computer Graphics for Gaming PCs, Workstations, Game Consoles Smartphones, Tablets and Laptops DATA CENTER $80B NVIDIA Accelerated Computing Platform, Mellanox Networking Base stations, Routers, Switches, Servers AUTO, EDGE & loT $75B Auto, Robotics, Edge Al Auto, Wearables, Industrial, White Goods Source: NVIDIA estimates, Arm estimates, incorporating data from Counterpoint, Dell'Oro, Gartner, IDC, IHS, and Strategy Analytics NVIDIA.#13ARM'S FINANCIAL PROFILE High Margin, Recurring Revenue Business Model Strong Financial Profile Pro forma revenues of $1.8B Pro forma gross margin of ~94% Adjusted EBITDA margin of -35% High Quality Business Model Contract-based, recurring revenues 1,765+ licenses, growing by 100+ per year 500+ licensees - Industry leaders and high-growth startups; chip companies and OEMs Arm unaudited March-20 end trailing twelve months pro-forma IFRS financials of IPG business NVIDIA.#14TRANSACTION CONSIDERATION FINANCIAL IMPACT APPROVAL PROCESS EXPECTED CLOSING TRANSACTION SUMMARY Up to $40B purchase price: $21.5B in NVIDIA shares ● ● ● ● $12B in cash, with $2B paid at signing $1.5B employee equity for post-closing retention $5B performance based earn-out paid in cash or NVIDIA shares Expected to be immediately accretive to NVIDIA's non-GAAP gross margin and non-GAAP earnings per share Approved by NVIDIA, Arm and SoftBank Boards of Directors Subject to regulatory approvals Expected close in approximately 18 months Customary closing conditions NVIDIA.#15NVIDIA®