What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2023-08-28 compared with 2022-08-29 · 338 added, 366 removed, 1169 unchanged (38% of the section changed)

15 unchanged sentences

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended June 30, 2023, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated August 29, 2022, expressed an unqualified opinion on the Company’s internal control over financial reporting.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of June 30, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated August 25, 2023, expressed an unqualified opinion on the Company’s internal control over financial reporting.

Basis for Opinion

9 unchanged sentences

We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

11 unchanged sentences

• To understand and evaluate the Company’s methodology for determining inventory that is excess or obsolete and the key assumptions and judgments made as part of the process, including the reserve rates, we made inquiries of various personnel in the Company including but not limited to finance and operations personnel about the expected product lifecycles and product development plans.

• We involved data specialists to assess management’s estimate on reserve rates by recalculating historical reserve rates across multiple fiscal periods.

• We assessed management’s estimate on reserve rates by recalculating historical reserve rates across multiple fiscal periods.

We compared our independently developed historical reserve rates with the reserve rates used by management to evaluate management’s ability to accurately estimate excess and obsolete inventory.

8 unchanged sentences

CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

(in thousands, except par value per share amounts)

June 30, June 30,

1 unchanged sentence

Cash and cash equivalents $ 440,459 $ 267,397

Accounts receivable, net of allowances of $ 1,753 and $ 2,591 at June 30, 2022 and 2021, respectively (including amounts receivable from related parties of $ 8,398 and $ 8,678 at June 30, 2022 and 2021, respectively)

Accounts receivable, net of allowance for credit losses of $ 82 and $ 1,753 at June 30, 2023 and 2022, respectively (including amounts receivable from related parties of $ 5,473 and $ 8,398 at June 30, 2023 and 2022, respectively)

1,148,259 834,513

3 unchanged sentences

Total current assets 3,179,426 2,806,315

Investment in equity investee 5,329 4,578

Property, plant and equipment, net 290,240 285,972

57 unchanged sentences

Income tax provision ( 110,666 ) ( 52,876 ) ( 6,936 )

Share of income from equity investee, net of taxes 1,206 173 2,402

Share of (loss) income from equity investee, net of taxes ( 3,633 ) 1,206 173

Net income $ 639,998 $ 285,163 $ 111,865

13 unchanged sentences

Net income $ 639,998 $ 285,163 $ 111,865

Other comprehensive income (loss), net of tax:

Foreign currency translation gain (loss) and other ( 247 ) 605 ( 72 )

Other comprehensive (loss) income, net of tax:

Foreign currency translation (loss) gain and other ( 223 ) ( 247 ) 605

Net change in defined benefit obligations ( 49 ) 705 —

Total other comprehensive income (loss), net of tax 458 605 ( 72 )

Total other comprehensive (loss) income, net of tax ( 272 ) 458 605

Total comprehensive income $ 639,726 $ 285,621 $ 112,470

8 unchanged sentences

Comprehensive

Income (Loss) Retained

Income Retained

Earnings Non-controlling Interest Total

5 unchanged sentences

Shares withheld for the withholding tax on vesting of restricted stock units ( 274,620 ) ( 8,721 ) — — — — — ( 8,721 )

Share repurchase and retirement ( 5,542,336 ) ( 175 ) 1,333,125 20,491 — ( 150,316 ) — ( 130,000 )

Stock-based compensation — 28,549 — — — — — 28,549

Other comprehensive loss — — — — ( 72 ) — — ( 72 )

Other comprehensive income — — — — 605 — — 605

Net income — — — — — 111,865 6 111,871

3 unchanged sentences

Shares withheld for the withholding tax on vesting of restricted stock units ( 232,461 ) ( 10,081 ) — — — — — ( 10,081 )

Share repurchase and retirement ( 5,542,336 ) ( 175 ) 1,333,125 20,491 — ( 150,316 ) — ( 130,000 )

Stock-based compensation — 32,816 — — — — — 32,816

Other comprehensive income — — — — 458 — — 458

Net income — — — — — 111,865 6 111,871

Net income (loss) — — — — — 285,163 ( 1 ) 285,162

Balance at June 30, 2022 52,311,014 $ 481,741 — $ — $ 911 $ 942,923 $ 172 $ 1,425,747

2 unchanged sentences

Shares withheld for the withholding tax on vesting of restricted stock units ( 304,752 ) ( 28,197 ) — — — — — ( 28,197 )

Share repurchases and retirement ( 1,553,350 ) ( 91 ) — — — ( 149,907 ) — ( 149,998 )

Stock-based compensation — 54,433 — — — — — 54,433

Other comprehensive income — — — — 458 — — 458

Net income — — — — — 285,163 ( 1 ) 285,162

Other comprehensive loss — — — — ( 272 ) — — ( 272 )

Net income (loss) — — — — — 639,998 ( 7 ) 639,991

Balance at June 30, 2023 52,901,358 $ 538,352 — $ — $ 639 $ 1,433,014 $ 165 $ 1,972,170

8 unchanged sentences

Net income $ 639,998 $ 285,163 $ 111,865

Reconciliation of net income to net cash (used in) provided by operating activities:

Reconciliation of net income to net cash provided by (used in) operating activities:

Depreciation and amortization 34,904 32,471 28,185

Stock-based compensation expense 54,433 32,816 28,549

Recovery of allowance for doubtful accounts ( 840 ) ( 820 ) ( 3,081 )

Provision for excess and obsolete inventories 15,090 6,805 18,373

Other 368 ( 1,044 ) 1,364

Share of income from equity investee ( 1,206 ) ( 173 ) ( 2,402 )

Share of loss (income) from equity investee 3,633 ( 1,206 ) ( 173 )

Foreign currency exchange (gain) loss ( 2,619 ) ( 13,747 ) 2,482

Deferred income taxes, net ( 92,969 ) ( 6,817 ) ( 8,390 )

Other ( 668 ) 368 ( 1,044 )

Changes in operating assets and liabilities:

17 unchanged sentences

Investment in a privately-held company ( 500 ) ( 1,100 ) —

Proceeds from sale of investment in a privately-held company — — 750

Acquisition, net of cash acquired

( 2,193 ) — —

Net cash used in investing activities ( 39,486 ) ( 46,282 ) ( 58,016 )

2 unchanged sentences

Repayment of debt ( 1,394,391 ) ( 640,695 ) ( 60,629 )

Net repayment on asset-backed revolving line of credit, net of costs — — ( 1,116 )

Payment of other fees for debt financing — ( 592 ) ( 561 )

5 unchanged sentences

Effect of exchange rate fluctuations on cash ( 3,400 ) ( 678 ) 560

Net increase (decrease) in cash, cash equivalents, and restricted cash 35,110 21,059 ( 49,750 )

Net increase in cash, cash equivalents and restricted cash 172,401 35,110 21,059

Cash, cash equivalents and restricted cash at beginning of year 268,559 233,449 212,390

14 unchanged sentences

Super Micro Computer, Inc.

(“Super Micro Computer”) was incorporated in 1993.

(“Super Micro Computer” or the “Company”) was incorporated in 1993.

Super Micro Computer is a global leader in server technology and green computing innovation.

7 unchanged sentences

For equity investments over which the Company is able to exercise significant influence over the investee but does not control the investee and is not the primary beneficiary of the investee’s activities are accounted for using the equity method.

Investments in equity securities which do not have readily determinable fair values and for which the Company is not able to exercise significant influence over the investee are accounted for under the measurement alternative which is the cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar securities of the same investee.

During the year ended June 30, 2023, the Company completed the acquisition of 100 % of the common shares of Gemini Open Cloud Computing Inc.

(“Gemini”) for a total purchase consideration of $ 2.5 million, subject to a holdback of $ 0.3 million due one year from the closing date of the acquisition.

The revenue and results of operations of Gemini since the acquisition date on April 17, 2023 were not material and have been included in the Company’s consolidated financial statements for fiscal 2023.

The purchase price was allocated to tangible and identified intangible assets acquired and liabilities assumed based on estimated fair values.

The goodwill is primarily attributable to the planned growth in the combined business of Super Micro Computer and Gemini.

Goodwill of $ 1.8 million is recorded within other assets in the consolidated balance sheets and is not amortized to earnings, but instead is reviewed for impairment at least annually, absent any interim indicators of impairment.

Goodwill recognized in the acquisition is not expected to be deductible for foreign tax purposes.

Acquisition-related costs attributable to Gemini were not material and included in selling, general and administrative expense for the year ended June 30, 2023.

Pro forma earnings and revenues as if this acquisition had occurred at the beginning of fiscal 2022 were not presented as they were not material.

Certain prior year balances have been reclassified to conform with the current year financial statement presentation.

In order to conform with current period presentation Investment in Equity Investee has been grouped with Other Assets on the consolidated balance sheet as of June 30, 2022.

Additionally, certain prior year amounts within cash from operating activities in the consolidated statements of cash flows have been reclassified to conform to current year presentation.

These changes in presentation do not affect previously reported results.

SMCI | 2023 Form 10-K | 59

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Use of Estimates

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

Such estimates include, but are not limited to revenue recognition, allowances for doubtful accounts and sales returns, inventory valuation, useful lives of property, plant and equipment, product warranty accruals, stock-based compensation, impairment of investments and long-lived assets, and income taxes.

Such estimates include, but are not limited to revenue recognition, allowances for credit losses and sales returns, inventory valuation, useful lives of property, plant and equipment, product warranty accruals, stock-based compensation, impairment of investments and long-lived assets, and income taxes.

The Company’s estimates are evaluated on an ongoing basis and changes in the estimates are recognized prospectively.

Actual results could differ from those estimates.

These estimates and judgements have not fluctuated significantly for the fiscal year ended June 30, 2023 compared to prior fiscal years.

The Company considered estimates of the economic implications of the COVID-19 pandemic pressures, global economic recession, inflation and increased interest rates on its critical and significant accounting estimates, including an assessment of the collectability of each customer contract as part of the revenue recognition process, assessment of the valuation of accounts receivable, assessment of provision for excess and obsolete inventory and an impairment of long-lived assets.

10 unchanged sentences

• Level 3 - Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.

SMCI | 2022 Form 10-K | 60

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts receivable and accounts payable are carried at cost, which approximates fair value due to the short maturity of these instruments.

4 unchanged sentences

Cash equivalents consist primarily of money market funds and certificates of deposit with original maturities of less than three months.

Restricted Cash and Cash Equivalents

Restricted Cash

Restricted cash is comprised of amounts held in bank accounts which are controlled by the lenders pursuant to the terms of certain debt agreements, certificates of deposit primarily related to leases and customs requirements, and money market accounts held in escrow pursuant to the Company’s workers’ compensation program.

These restricted cash balances have been excluded from the Company's cash and cash equivalents balance.

SMCI | 2023 Form 10-K | 60

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Inventories are stated at lower of cost, using weighted average cost method, or net realizable value.

18 unchanged sentences

No impairment charge for long-lived assets has been recorded in any of the periods presented.

SMCI | 2022 Form 10-K | 61

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Revenue Recognition

5 unchanged sentences

Revenue from distributors is recognized when the distributor obtains control of the product, which generally happens at the point of shipment or upon delivery.

SMCI | 2023 Form 10-K | 61

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company applies judgment in determining the transaction price as the Company may be required to estimate variable consideration when determining the amount of revenue to recognize.

16 unchanged sentences

Revenue allocated to each performance obligation is recognized at the time the related performance obligation is satisfied by transferring control of the promised good or service to a customer.

SMCI | 2022 Form 10-K | 62

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation.

7 unchanged sentences

SSP for the Company’s products and services can evolve over time due to changes in its pricing practices, internally approved pricing guidelines with respect to geographies, customer type, internal costs, and gross margin objectives for the related performance obligations which can also be influenced by intense competition, changes in demand for the Company’s products and services, economic and other factors.

These estimates and judgements have not fluctuated significantly for the fiscal year ended June 30, 2022, compared to prior fiscal years.

When the Company receives consideration from a customer prior to transferring goods or services to the customer, the Company records a contract liability (deferred revenue).

3 unchanged sentences

Taxes imposed by governmental authorities on the Company's revenue producing activities with customers, such as sales taxes and value added taxes, are excluded from net sales and included in operating expenses.

Allowances for Doubtful Accounts

Customers are subjected to a credit review process that evaluates each customer’s financial position and ability and intent to pay.

On a quarterly basis, the Company makes estimates of its uncollectible accounts receivable by analyzing the aging of accounts receivable, history of bad debts, customer concentrations, customer-credit-worthiness, and current economic trends to evaluate the adequacy of the allowance for doubtful accounts.

The Company's recovery of allowance for bad debt was $( 0.8 ) million, $( 0.8 ) million, and $( 3.1 ) million in fiscal years 2022, 2021 and 2020, respectively.

Cost of Sales

Cost of sales primarily consists of the costs of materials, contract manufacturing, in-bound shipping, personnel and related expenses including stock-based compensation, equipment and facility expenses, warranty costs and provision for lower of cost or net realizable value and excess and obsolete inventory.

SMCI | 2023 Form 10-K | 62

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Allowance for Credit Losses

Customers are subjected to a credit review process that evaluates each customer’s financial position and ability and intent to pay.

The Company's recovery of net of allowance for credit losses was $( 0.01 ) million, $( 0.8 ) million, and $( 0.8 ) million in fiscal years 2023, 2022 and 2021, respectively.

Cost of Sales

Product Warranties

22 unchanged sentences

Such amounts are recorded as a reduction of research and development expenses and were $ 20.0 million, $ 8.2 million, and $ 10.9 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

During the fiscal year ended June 30, 2020, the Company also recorded a $ 9.5 million net settlement fee as a reduction in the research and development expenses related to the reimbursement of previously incurred expenses for one canceled joint product development agreement.

Software development costs, including costs to develop software sold, leased, or otherwise marketed, that are incurred subsequent to the establishment of technological feasibility are capitalized if significant.

2 unchanged sentences

Such software development costs required to be capitalized have not been material to date.

Advertising Costs

Advertising costs, net of reimbursements received under the cooperative marketing arrangements with the Company's vendors, are expensed as incurred.

Total advertising and promotional expenses were $ 0.1 million, $ 4.1 million and $ 3.0 million for the fiscal years ended June 30, 2022, 2021 and 2020, respectively, net of credits from marketing development funds.

SMCI | 2023 Form 10-K | 63

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Advertising Costs

Advertising costs, net of reimbursements received under the cooperative marketing arrangements with the Company's vendors, are expensed as incurred.

Total advertising and promotional expenses were $ 2.0 million, $ 0.1 million and $ 4.1 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively, net of credits from marketing development funds.

Stock-Based Compensation

19 unchanged sentences

Operating Leases

For operating leases with lease terms of more than 12 months, operating lease right-of-use ("ROU") assets are recorded in long-term other assets, and lease liabilities are recorded in accrued liabilities and other long-term liabilities on the consolidated balance sheet.

For operating leases with lease terms of more than 12 months, operating lease ROU assets are recorded in long-term other assets, and lease liabilities are recorded in accrued liabilities and other long-term liabilities on the consolidated balance sheet.

The Company's lease term includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option.

1 unchanged sentence

The Company's leases with an initial term of 12 months or less are immaterial.

SMCI | 2023 Form 10-K | 64

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Operating lease ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments over the lease term.

5 unchanged sentences

Non-lease components that are variable costs, such as common area maintenance, are expensed as incurred and not included in the ROU assets and lease liabilities.

SMCI | 2022 Form 10-K | 65

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Finance Leases

19 unchanged sentences

If the Company is not the primary beneficiary in a VIE, the Company accounts for the investment or other variable interest in accordance with applicable GAAP.

SMCI | 2023 Form 10-K | 65

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company has concluded that Ablecom Technology, Inc.

11 unchanged sentences

Net income (loss) attributable to Ablecom's interest was not material for the periods presented and was included in general and administrative expenses in the Company's consolidated statements of operations.

SMCI | 2022 Form 10-K | 66

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Foreign Currency Transactions

The functional currency of the Company’s international subsidiaries is the U.S.

dollar, with the exception of Super Micro Asia and Technology Park, Inc., a consolidated variable interest entity.

dollar, with the exception of Super Micro Asia and Technology Park, Inc., a consolidated variable interest entity, and Gemini.

Monetary assets and liabilities of the Company's international subsidiaries that are denominated in foreign currency are remeasured into U.S.

6 unchanged sentences

The functional currency of Super Micro Asia and Technology Park, Inc.

is New Taiwanese Dollar (“NTD”).

and Gemini is New Taiwanese Dollar (“NTD”).

Assets and liabilities are translated to U.S.

12 unchanged sentences

Contingently issuable shares are considered for computing diluted net income per common share as of the beginning of the period in which all necessary conditions have been satisfied and the only remaining vesting condition is a service vesting condition.

Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding stock options and RSUs and PRSUs.

Additionally, the exercise of stock options and the vesting of RSUs results in a further dilutive effect on net income per share.

SMCI | 2023 Form 10-K | 66

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the treasury stock method, an increase in the fair market value of the Company's common stock results in a greater dilutive effect from outstanding stock options and RSUs and PRSUs.

Additionally, the exercise of stock options and the vesting of RSUs results in a further dilutive effect on net income per share.

The computation of basic and diluted net income per common share is as follows (in thousands, except per share amounts):

16 unchanged sentences

Two suppliers accounted for 13.5 % and 30.7 % of total purchases for the fiscal year ended June 30, 2023.

Two suppliers accounted for 20.3 % and 11.8 % of total purchases for the fiscal years ended June 30, 2021.

One supplier accounted for 26.8 % of total purchases for the fiscal years ended June 30, 2020.

The same two suppliers accounted for 18.1 % and 11.4 % of total purchases for the fiscal year ended June 30, 2022.

The same two suppliers accounted for 20.3 % and 11.8 % of total purchases for the fiscal years ended June 30, 2021.

Purchases from Ablecom and Compuware, related parties of the Company as noted in Part II, Item 8, Note 9, "Related Party Transactions," accounted for a combined 6.6 %, 8.3 %, and 7.8 % of total cost of sales for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

2 unchanged sentences

No single customer accounted for 10% or more of the net sales in any of fiscal years 2023, 2022 and 2021.

One customer accounted for 21.7 % and 13.5 % of accounts receivable, net as of June 30, 2022 and 2021, respectively.

Two customers accounted for 22.9 % and 19.3 % of accounts receivable, net as of June 30, 2023 and another customer accounted for 21.7 % of accounts receivable, net as of June 30, 2022.

Treasury Stock

2 unchanged sentences

Retired treasury shares revert to the status of authorized but unissued shares.

SMCI | 2023 Form 10-K | 67

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounting Pronouncements Recently Adopted

2 unchanged sentences

The guidance is effective for the Company from July 1, 2021.

The adoption of the guidance did not have a material impact on its condensed consolidated financial statements and disclosures.

SMCI | 2022 Form 10-K | 68

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounting Pronouncements Not Yet Adopted

The adoption of the guidance in the fiscal year ended 2022 did not have a material impact on its consolidated financial statements and disclosures.

In March 2020, the FASB issued authoritative guidance, Facilitation of the Effects of Reference Rate Reform on Financial Reporting.

The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued.

The guidance also establishes (1) a general contract modification principle that entities can apply in other areas that may be affected by reference rate reform and (2) certain elective hedge accounting expedients.

The amendments in this update do not apply to contract modifications made after December 31, 2022, new hedging relationships entered into after December 31, 2022, and existing hedging relationships evaluated for effectiveness in periods after December 31, 2022, except for hedging relationships existing as of December 31, 2022 that apply certain optional expedients in which the accounting effects are recorded through the end of the hedging relationship.

The amendment is effective for all entities through December 31, 2022.

In January 2021, the FASB issued further guidance on this topic, which clarified the scope and application of the original guidance.

In April 2022, FASB issued a proposed accounting standard update for the deferral of the sunset date of Topic 848 and amendments to the definition of secured overnight financing rate (“SOFR").

The proposed amendment defers the sunset date of Topic 848 to December 31, 2024.

The Company has loans and lines of credit with various financial institutions.

Benchmark interest rates are used to calculate the interest on borrowings under the Chang Hwa Bank, CTBC, HSBC, Mega Bank Credit Facilities.

LIBOR was used to calculate the interest on borrowings under the Company's 2018 Bank of America Credit Facility and E.SUN Credit Facility.

The 2018 Bank of America Credit Facility was amended on June 28, 2021 to provide for a new maturity date of June 28, 2026 and fallback terms related to LIBOR replacement mechanics.

On March 3, 2022, the 2018 Bank of America Credit Facility was amended to, among other items, increase the size of the facility from $ 200.0 million to $ 350.0 million and update provisions relating to payments and LIBOR replacement mechanics to SOFR.

As these amendments had other contemporaneous changes to the facility, including the amount of borrowings permitted under the facility and not just directly related to LIBOR replacement, optional expedients under this guidance cannot be elected.

The Company is currently evaluating the overall impact of adoption of the guidance on its consolidated financial statements and disclosures.

The new guidance provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference London Interbank Offered Rate ("LIBOR") or another reference rate expected to be discontinued.

This ASU provides optional expedients and exceptions for applying U.S.

GAAP to contracts affected by reference rate reform if certain criteria are met.

In December 2022, FASB issued ASU 2022-06 (ASC Topic 848) and deferred the sunset date from December 31, 2022 to December 31, 2024.

The Company adopted the guidance in the quarter ended June 30, 2023 on a prospective basis and has transitioned from an interest rate based on LIBOR to Secured Overnight Financing Rate ("SOFR").

The adoption of this ASU did not have a material impact on the Company's consolidated financial statements.

Fair Value Disclosure

28 unchanged sentences

On a quarterly basis, the Company also evaluates the current expected credit loss by considering factors such as historical experience, market data, issuer-specific factors, and current economic conditions.

For the fiscal year ended June 30, 2022, the credit losses related to the Company’s investments were not significant.

For the fiscal year ended June 30, 2023 and 2022, the credit losses related to the Company’s investments were not material.

There was an immaterial movement in the balances of the Company's financial assets measured at fair value on a recurring basis, consisting of investment in an auction rate security, using significant unobservable inputs (Level 3) for fiscal years 2023 and 2022.

13 unchanged sentences

For the fiscal year ended June 30, 2023, the Company recognized $ 0.3 million of unrealized gain for the auction rate security in other comprehensive income based on the current valuation.

For the fiscal year ended June 30, 2022, the Company recognized $ 0.03 million of unrealized gain for the auction rate security in other comprehensive income based on the current valuation.

For the fiscal year ended June 30, 2021, the Company's loss recognized in other comprehensive income for the auction rate security was immaterial.

No gain or loss was recognized in other comprehensive income for the auction rate security for the fiscal year ended June 30, 2020.

The Company measures the fair value of outstanding debt for disclosure purposes on a recurring basis.

3 unchanged sentences

Other Financial Assets - Investments into Non-Marketable Equity Securities

The Company's non-marketable equity securities are investments in privately held companies without readily determinable fair values in the amount of $ 1.2 million as of each of June 30, 2022, and 2021.

The Company's non-marketable equity securities are investments in privately held companies without readily determinable fair values in the amount of $ 1.7 million and $ 1.2 million as of June 30, 2023, and 2022, respectively.

The Company accounts for these investments at cost minus impairment, if any, plus or minus changes from observable price changes in orderly transactions for the identical or similar investments by the same issuer.

12 unchanged sentences

Subsystems and accessories are comprised of serverboards, chassis and accessories.

SMCI | 2023 Form 10-K | 70

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

International net sales are based on the country and geographical region to which the products were shipped.

7 unchanged sentences

Total $ 7,123,482 $ 5,196,099 $ 3,557,422

SMCI | 2022 Form 10-K | 71

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Starting July 1, 2020, the Company does not separately disclose revenue by products sold to indirect sales channel partners or direct customers and original equipment manufacturers because management does not make business operational decisions based on this set of disaggregation, so the disclosure is no longer material to investors.

Contract Balances

4 unchanged sentences

Such contract assets are insignificant to the Company’s consolidated financial statements.

Contract liabilities consist of deferred revenue and relate to amounts invoiced to or advance consideration received from customers, which precede the Company’s satisfaction of the associated performance obligation(s).

The Company’s deferred revenue primarily results from customer payments received upfront for extended warranties and on-site services because these performance obligations are satisfied over time.

1 unchanged sentence

Revenue recognized during fiscal year ended June 30, 2023, which was included in the opening deferred revenue balance as of June 30, 2022, of $ 233.8 million, was $ 109.0 million.

Deferred revenue increased $ 31.5 million during the fiscal year ended June 30, 2022, as compared to the fiscal year ended June 30, 2021 mainly because the deferral on invoiced amounts for service contracts during the period exceeded the recognition of revenue from contracts entered into in prior periods.

Deferred revenue increased $ 70.6 million as of June 30, 2023, as compared to the fiscal year ended June 30, 2022.

This increase was mainly due to deferral on invoiced amounts for service contracts during the period exceeding the recognized revenue from contracts entered into in prior periods.

This was accompanied by a $ 5.4 million increase in non-cancellable non-refundable advance consideration or cash consideration received from customers which preceded the Company's satisfaction of the associated performance obligations relating to product sales expected to be fulfilled in the next 12 months.

Transaction Price Allocated to the Remaining Performance Obligations

4 unchanged sentences

The Company expects to recognize approximately 44 % of remaining performance obligations as revenue in the next 12 months, and the remainder thereafter.

SMCI | 2023 Form 10-K | 71

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Capitalized Contract Acquisition Costs and Fulfillment Cost

Contract acquisition costs are those incremental costs that the Company incurs to obtain a contract with a customer that it would not have incurred if the contract had not been obtained.

Contract acquisition costs consist primarily of incentive bonuses.

Contract acquisition costs consist primarily of incentive bonuses paid to Company employees.

Contract acquisition costs are considered incremental and recoverable costs of obtaining and fulfilling a contract with a customer and are therefore capitalizable.

5 unchanged sentences

Such fulfillment costs are insignificant to the Company’s consolidated financial statements.

SMCI | 2022 Form 10-K | 72

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accounts Receivable Allowances

The Company has established an allowance for doubtful accounts.

The allowance for doubtful accounts is based upon the age of outstanding receivables, credit risk of specific customers, historical trends related to past losses and other relevant factors.

The Company has established an allowance for credit losses.

The allowance for credit losses is based upon the age of outstanding receivables, credit risk of specific customers, historical trends related to past losses and other relevant factors.

Accounts receivable allowances as of June 30, 2023, 2022 and 2021 consisted of the following (in thousands):

1 unchanged sentence

Expenses (Recovered), net Write-offs Ending

Allowance for doubtful accounts:

Allowance for credit losses

Year ended June 30, 2023 $ 1,753 $( 13 ) $( 1,659 ) $ 82

6 unchanged sentences

Total inventories $ 1,445,564 $ 1,545,606

During fiscal years 2022, 2021 and 2020, the Company recorded a net provision for excess and obsolete inventory to cost of sales totaling $ 15.1 million, $ 6.8 million and $ 18.4 million, respectively.

The Company classifies subsystems and accessories that may be sold separately or incorporated into systems as finished goods.

SMCI | 2023 Form 10-K | 72

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Property, Plant, and Equipment

1 unchanged sentence

Buildings $ 143,496 $ 143,509

Land 84,616 76,421

Machinery and equipment 130,151 113,665

Buildings construction in progress (1)

Land 86,642 84,616

Building and leasehold improvements (1)

Software 23,186 22,592

59,634 55,034

Furniture and fixtures (1)

36,303 33,417

Software 23,098 23,186

Buildings construction in progress 303 303

479,627 453,730

Accumulated depreciation and amortization ( 189,387 ) ( 167,758 )

Property, plant and equipment, net $ 290,240 $ 285,972

(1) Construction in progress balance as of June 30, 2021, primarily relates to the development and construction costs associated with the Company’s Green Computing Park located in San Jose, California and the new building in Taiwan.

SMCI | 2022 Form 10-K | 73

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Prepaid Expenses and Other Assets

Prepaid expenses and other current assets as of June 30, 2022 and 2021 consisted of the following (in thousands):

Other receivables (1)

$ 138,054 $ 99,921

Prepaid expenses 5,632 6,719

Deferred service costs 5,562 4,900

Prepaid income tax 2,352 12,288

Restricted cash 251 251

Others 6,948 6,116

Total prepaid expenses and other current assets $ 158,799 $ 130,195

(1) Includes other receivables from contract manufacturers based on certain buy-sell arrangements of $ 98.9 million and $ 76.2 million as of June 30, 2022 and 2021, respectively.

Other assets as of June 30, 2022 and 2021 consisted of the following (in thousands):

Operating lease right-of-use asset $ 23,679 $ 20,047

Deferred service costs, non-current 6,316 5,421

Prepaid expense, non-current 2,011 1,973

Investment in auction rate security 1,590 1,556

Deposits 1,069 1,669

Restricted cash, non-current 911 932

Others 1,956 528

Total other assets $ 37,532 $ 32,126

Cash, cash equivalents and restricted cash as of June 30, 2022 and 2021 consisted of the following (in thousands):

Cash and cash equivalents $ 267,397 $ 232,266

Restricted cash included in prepaid expenses and other current assets 251 251

Restricted cash included in other assets 911 932

Total cash, cash equivalents and restricted cash $ 268,559 $ 233,449

SMCI | 2022 Form 10-K | 74

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Accrued Liabilities

Accrued liabilities as of June 30, 2022 and 2021 consisted of the following (in thousands):

Accrued payroll and related expenses $ 57,736 $ 45,770

Contract manufacturers liabilities 41,125 45,319

Customer deposits 30,421 32,419

Accrued legal liabilities (Note 15) 18,250 —

Accrued warranty costs 9,073 10,185

Accrued cooperative marketing expenses 8,757 5,652

Operating lease liability 7,139 6,322

Accrued professional fees 4,281 2,737

Others 35,637 30,446

Total accrued liabilities $ 212,419 $ 178,850

Performance Awards Liability

In March 2020, the Board of Directors (the “Board”) approved performance bonuses for the Chief Executive Officer, a senior executive and two members of the Board, which payments will be earned when specified market and performance conditions are achieved.

The Chief Executive Officer’s total cash bonus opportunity was $ 8.1 million, divided into two equal tranches.

Each tranche would be earned if the average closing price for the Company’s common stock reached specified targets.

The Board retained the flexibility to reduce the amount payable under the first tranche (but not the second tranche) based on performance goals.

Both price targets were reached during the fiscal year ended June 30, 2021, and the second tranche totaled $ 4.0 million was paid in full.

As of June 30, 2021, the Company also expected it would likely pay the first tranche in full, and therefore recorded an expense of $ 3.6 million since March 2020 relating to the first tranche.

In September 2021, after the Company had closed its books for the year ended June 30, 2021, the Board decided to exercise its discretion to reduce the amount to be paid to the Chief Executive for the first tranche to $ 2.0 million, which was paid in the quarter ended December 31, 2021.

As a result of the Board’s decision to reduce the amount to be paid under the first tranche, the Company adjusted the $ 3.6 million expense previously recorded for the first tranche to the new amount of $ 2.0 million, which resulted in the Company recognizing a $ 1.6 million benefit from this adjustment during the quarter ended September 30, 2021.

For the fiscal years ended June 30, 2022 and June 30, 2021, $ 1.6 million of benefit and $ 5.8 million of expense was recognized, respectively.

(1) Certain amounts have been reclassified from Furniture and fixtures to Building and leasehold improvements for the year ended June 30, 2022 to conform to current year presentation.

SMCI | 2023 Form 10-K | 73

14 unchanged sentences

Chang Hwa Bank Credit Facility due October 15, 2026 26,853 33,643

CTBC Bank term loan, due August 31, 2022 — 25,090

CTBC Bank term loan, due June 4, 2030 40,372 34,700

2021 CTBC Credit Lines, due December 27, 2027 5,468 —

CTBC Term Loan Facility, due June 4, 2030 38,208 40,372

2021 CTBC Credit Lines, due August 15, 2026 4,721 5,468

2021 E.SUN Bank Credit Facility, due September 15, 2026 33,513 43,064

2022 ESUN Bank Credit Facility, due August 15, 2027 16,756 —

Mega Bank Credit Facility, due September 15, 2026 38,668 40,372

3 unchanged sentences

Debt, non-current $ 120,179 $ 147,618

SMCI | 2023 Form 10-K | 74

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Activities under Revolving Lines of Credit and Term Loans

Available borrowings and interest rates as of June 30, 2023 and June 30, 2022 consisted of the following (in thousands except for percentages):

June 30, 2023 June 30, 2022

Available borrowings Interest rate Available borrowings Interest rate

Line of credit:

2018 Bank of America Credit Facility $ 350,000 6.57 % $ 81,755 2.53 %

2022 Bank of America Credit Facility $ 20,000 3.36 % $ 10,500 1.85 %

Cathay Bank Line of Credit $ 417 7.08 % $ 102,000 4.00 %

2021 CTBC Credit Lines $ — — $ 20,200 1.80 % - 2.52 %

2022 CTBC Credit Line $ 105,000 3.33 % $ — —

Chang Hwa Bank Credit Facility $ 20,000 6.58 % $ 20,000 3.50 %

HSBC Bank Credit Facility $ 50,000 4.50 % $ — 1.95 % - 2.20 %

2021 E.SUN Bank Credit Facility $ — — $ 22,200 1.80 %

2022 E.SUN Bank Credit Facility $ 30,000 4.18 % $ — —

Mega Bank Credit Facility $ 20,000 2.55 % $ 16,500 1.85 %

Term loan facilities:

Chang Hwa Bank Credit Facility due October 15, 2026 $ — 1.55 % $ — 1.18 %

CTBC Term Loan Facility, due June 4, 2030 $ — 1.20 % $ — 0.83 %

2021 CTBC Credit Lines, due August 15, 2026 $ — 1.40 % $ 6,308 1.03 %

2021 E.SUN Bank Credit Facility, due September 15, 2026 $ 7,734 1.75 % $ 10,766 1.37 %

2022 ESUN Bank Credit Facility, due August 15, 2027 $ — 1.75 % $ — —

Mega Bank Credit Facility, due September 15, 2026 $ — 1.40 % - 1.60 %

$ — 1.02 % - 1.22 %

Bank of America

13 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2022, the total outstanding borrowings under the 2018 Bank of America Credit Facility were $ 268.2 million.

As of June 30, 2021, the Company had no outstanding borrowings under the 2018 Bank of America Credit Facility.

As of June 30, 2023 and 2022, the total outstanding borrowings under the 2018 Bank of America Credit Facility were $ 0.0 million and $ 268.2 million, respectively.

The interest rate under the 2018 Bank of America Credit Facility as of June 30, 2023 and 2022 was 6.57 % and 2.53 %, respectively.

4 unchanged sentences

The interest rate will be quoted by Bank of America - Taipei Branch for each drawdown.

As of June 30, 2022, the total outstanding borrowings were $ 9.5 million with an interest rate of 1.85 % per annum under the 2022 Bank of America Credit Facility.

2021 CTBC Credit Lines

As of June 30, 2023 and 2022, the total outstanding borrowings were $ 0.0 million and $ 9.5 million, respectively, with an interest rate of 3.36 % and 1.85 %, respectively, per annum under the 2022 Bank of America Credit Facility.

As of June 30, 2023, the amount available for future borrowing under the 2022 Bank of America Credit Facility was $ 20.0 million.

Cathay Bank Line of Credit

On May 19, 2022 (the “Cathay Bank Effective Date”), the Company entered into a Loan Agreement (the “Cathay Bank Loan Agreement”) with Cathay Bank pursuant to which Cathay Bank has agreed to provide a revolving line of credit of up to $ 132 million (the “Commitment”) for the five-year period following the Cathay Bank Effective Date.

On the fifth anniversary of the Cathay Bank Effective Date, the total outstanding borrowings under the Cathay Bank Loan Agreement will automatically be converted into a five-year term loan.

The interest rate under the Cathay Bank Loan Agreement is based upon either the SOFR index or prime rate index, at the Company’s quarterly election, plus a tiered spread that is based upon the average amounts deposited by the Company at Cathay Bank as a percentage of the Commitment.

The spread is either 1.65 % or 2.0 % if the index is SOFR index, or 1.25 % or 1.00 % if the spread is the prime rate index with the higher spread applying in each case if an amount less than 25% of the Commitment is on deposit with Cathay Bank.

Interest is payable monthly during the five-year period following the Cathay Bank Effective Date.

After conversion to a term loan on the fifth anniversary of the Cathay Bank Effective Rate, interest is payable monthly based on a 20-year amortization schedule with the unpaid balance due at maturity.

The Cathay Bank Loan Agreement has customary default provisions and is cross defaulted with other indebtedness to the extent such default causes a material adverse effect with respect to the Commitment.

The Company is required to comply with certain covenants, including maintaining a fixed charge coverage ratio of at least 1.15 :1.00.

The Company is required to pay Cathay Bank an unused facility fee in the amount of 0.15 % per annum of the undrawn Commitment payable quarterly in arrears.

The Company is in compliance with all covenants under the Cathay Bank Loan Agreement.

Borrowings under the Cathay Bank Loan Agreement are secured against certain of the Company’s properties located in San Jose, California (the “Collateral”).

The Company has agreed to indemnify Cathay Bank with respect to certain environmental matters with respect to the Collateral.

The Collateral is subject to re-appraisal every two years at the election of Cathay Bank, and Cathay Bank reserves the right to reduce the Commitment in accordance with such appraised values.

As of June 30, 2023 and 2022 the outstanding borrowings under the Cathay Bank Loan Agreement were $ 131.6 million and $ 30.0 million, respectively.

As of June 30, 2023, the Company's available borrowing capacity was $ 0.4 million under the Cathay Bank Loan Agreement.

CTBC Credit Facility

The Company through its Taiwan subsidiary was party to (i) that certain credit agreement, dated May 6, 2020, with CTBC Bank Co., Ltd.

1 unchanged sentence

dollar equivalent) and (ii) that certain credit agreement, dated August 24, 2020, with CTBC Bank (the “CTBC Credit Facility”), which provided for total borrowings of up to $ 50.0 million (collectively, the “Prior CTBC Credit Lines”).

SMCI | 2023 Form 10-K | 76

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2023 and 2022, the amounts outstanding under the 2020 CTBC Term Loan Facility were $ 38.2 million and $ 40.4 million, respectively.

The interest rates for these loans were 1.20 % per annum as of June 30, 2023 and 0.83 % as of June 30, 2022.The Company was in compliance with all financial covenants under 2020 CTBC Term Loan Facility as of June 30, 2023.

CTBC 2021 Credit Lines

On July 20, 2021 (the “Effective Date”), the Company through its Taiwan subsidiary entered into a general agreement for omnibus credit lines with CTBC Bank (the “2021 CTBC Credit Lines), which replaced the Prior CTBC Credit Lines in their entirety and permit borrowings, from time to time, pursuant to (i) a term loan facility of up to NTD 1,550.0 million ($ 55.4 million U.S.

9 unchanged sentences

Amounts outstanding under the Prior CTBC Credit Lines on the Effective Date were assumed by the 2021 CTBC Credit Lines.

As of June 30, 2022 and 2021, the amounts outstanding under the 2020 CTBC Term Loan Facility were $ 40.4 million and $ 34.7 million, respectively.

As of June 30, 2023 and 2022, under the 2021 CTBC Machine Loan, the amounts outstanding were $ 4.7 million and $ 5.5 million, respectively.

The interest rates for these loans were 1.40 % per annum as of June 30, 2023 and 1.03 % as of June 30, 2022.

Under the 2021 CTBC Machine Loan, the amounts outstanding were $ 5.5 million on June 30, 2022.

The interest rate for this loan was 1.025 % per annum as of June 30, 2022.

As of June 30, 2021 there were no outstanding borrowings under the 2021 CTBC Machine Loan.

As of June 30, 2023 and 2022, the outstanding borrowings under the 2021 CTBC Credit Facility revolving line of credit were $ 0.0 million and $ 84.8 million, respectively.

The interest rates ranged from 1.80 % to 2.52 % as of June 30, 2022.

The Company was in compliance with all financial covenants under 2021 CTBC Machine Loan as of June 30, 2023.

2022 CTBC Credit Line

Pursuant to banking practices in Taiwan to confirm loan agreements annually, on October 3, 2022, the Company through the Taiwan Subsidiary entered into an Agreement for Individually Negotiated Terms and Conditions with CTBC (such credit line, the “2022 CTBC Credit Line”) related to the 2021 CTBC Credit Lines.

The terms of the 2022 CTBC Credit Line remain substantially similar to the 2021 CTBC Credit Line, except the 2022 CTBC Credit Line made certain minor amendments to the monthly interest payment date.

The total borrowing cap under the whole arrangement is $ 105.0 million and NTD 1,550.0 million ($ 55.4 million U.S.

dollar equivalent).

As of June 30, 2023, the amount available for future borrowing under the 2022 CTBC Credit Line was $ 105 million.

As of June 30, 2023, the net book value of land and building located in Bade, Taiwan, collateralizing the 2022 CTBC Credit Line was $ 74.8 million.

SMCI | 2023 Form 10-K | 77

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The total outstanding borrowings under the 2021 CTBC Credit Facility term loan were denominated in NTD and remeasured into U.S.

dollars of $ 0.0 million and $ 25.1 million at June 30, 2022 and 2021, respectively.

The 2021 CTBC Credit Facility term loan was repaid on October 26, 2021.

The interest rate for the 2021 CTBC Credit Facility term loan was 0.75 % per annum as of June 30, 2021.

As of June 30, 2022 and 2021, the outstanding borrowings under the 2021 CTBC Credit Facility revolving line of credit were $ 84.8 million and $ 18.0 million, respectively.

The interest rates for these loans ranged from 1.80 % to 2.52 % per annum as of June 30, 2022 and were 0.98 % per annum as of June 30, 2021.

As of June 30, 2022, the amount available for future borrowing under the 2021 CTBC Credit Facility was $ 20.2 million.

As of June 30, 2022, the net book value of land and building located in Bade, Taiwan, collateralizing the 2021 CTBC Credit Lines was $ 77.3 million.

The Company was in compliance with all financial covenants under 2021 CTBC Credit Lines as of June 30, 2022.

E.SUN Bank Credit Facility

Chang Hwa Bank

Chang Hwa Bank Credit Facility

On October 5, 2021 (the “Chang Hwa Bank Effective Date”), the Company through its Taiwan subsidiary entered into a credit facility (the “Chang Hwa Bank Credit Facility”) with Chang Hwa Commercial Bank, Ltd.

(“Chang Hwa Bank”).

The Chang Hwa Bank Credit Facility permits borrowings of up to NTD 1,000.0 million ($ 36.0 million U.S.

dollar equivalent), including up to $ 20.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments.

The Chang Hwa Bank Credit Facility has customary default provisions permitting Chang Hwa Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in cross-default provisions with respect to the other Taiwan subsidiary debt obligations.

Under the Chang Hwa Bank Credit Facility, Chang Hwa Bank has the right to demand collateral for debts owed.

Terms for specific drawdown instruments issued under the Chang Hwa Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in separate loan contracts (each, a “Loan Contract”) negotiated with Chang Hwa Bank.

On the Chang Hwa Bank Effective Date, three Loan Contracts were entered into.

None of the three Loan Contracts are secured and there are no financial covenants.

The Company is not a guarantor under Chang Hwa Bank Credit Facility.

On May 13, 2022, Chang Hwa Bank notified that they increased the borrowing capacity limit by $ 20.0 million.

As of June 30, 2023 and 2022, the total outstanding borrowings under the Chang Hwa Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars of $ 26.9 million and $ 33.6 million, respectively.

The interest rate under the Chang Hwa Bank Credit Facility as of June 30, 2023 and 2022 was 1.55 % per annum and 1.175 % per annum, respectively.

As of June 30, 2023, the amount available for future borrowing under the Chang Hwa Bank Credit Facility was $ 20.0 million.

2021 E.SUN Bank Credit Facility

11 unchanged sentences

dollar equivalent) in financing for use in research and development activities (the “Term Loan”), and (ii) a $ 30.0 million import loan (the “Import Loan”) with a tenor of 120 days.

As of June 30, 2022, the total outstanding borrowings under the Term Loan were denominated in NTD and remeasured into U.S.

dollars of $ 43.1 million and the interest rates for the Term Loan was 1.37 % per annum.

As of June 30, 2022 and June 30, 2021, the amounts outstanding under the Import Loan were $ 7.8 million and $ 20.4 million, respectively.

The interest rate for the fiscal year ended June 30, 2022 was 1.81 % per annum.

The interest rate for the fiscal year ended June 30, 2021 ranged from 1.00 % to 1.29 % per annum.

As of June 30, 2022 the amount available for future borrowing under the Import Loan was $ 22.2 million.

The Company was in compliance with all financial covenants under 2021 E.SUN Bank Credit Facility as of June 30, 2022.

As of June 30, 2023 and 2022, the total outstanding borrowings under the Term Loan were denominated in NTD and remeasured into U.S.

dollars of $ 33.5 million and $ 43.1 million, respectively.

The interest rates for the Term Loan were 1.75 % per annum as of June 30, 2023 and 1.37 % per annum as of June 30, 2022.

SMCI | 2023 Form 10-K | 78

2 unchanged sentences

2022 E.SUN Bank Credit Facility

On August 9, 2022 (the “New E.SUN Bank Effective Date”), the Company through its Taiwan subsidiary entered into a new General Credit Agreement with E.SUN Bank, which replaced the 2021 E.SUN Bank Credit Facility (the “New E.SUN Bank Credit Facility”).

The New E.SUN Bank Credit Facility permits borrowings of up to (i) NTD 1.8 billion ($ 61.0 million U.S.

On August 9, 2022 (the “2022 E.SUN Bank Effective Date”), the Company through its Taiwan subsidiary, entered into a new General Credit Agreement with E.SUN Bank, which replaced the 2021 E.SUN Bank Credit Facility (the “2022 E.SUN Bank Credit Facility”).

The 2022 E.SUN Bank Credit Facility permits borrowings of up to (i) NTD 1.8 billion ($ 61.0 million U.S.

dollar equivalent) and (ii) US $ 30.0 million.

Other terms of the New E.SUN Bank Credit Facility are substantially identical to the Prior E.SUN Bank Credit Facility.

Generally, interest for base rate loans made under the New E.SUN Bank Credit Facility are based upon an average interbank overnight call loan rate in the finance industry (such as TAIFX) plus a fixed margin, and is subject to occasional adjustment.

The New E.SUN Bank Credit Facility has customary default provisions permitting E.SUN Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Taiwan subsidiary has an overdue liability at another financial organization.

Other terms of the 2022 E.SUN Bank Credit Facility are substantially identical to the 2021 E.SUN Bank Credit Facility.

Generally, interest for base rate loans made under the 2022 E.SUN Bank Credit Facility are based upon an average interbank overnight call loan rate in the finance industry (such as TAIFX) plus a fixed margin and is subject to occasional adjustment.

The 2022 E.SUN Bank Credit Facility has customary default provisions permitting E.SUN Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Taiwan subsidiary has an overdue liability at another financial organization.

The Company is not a guarantor of the New E.SUN Bank Credit Facility.

Terms for specific drawdown instruments issued under the New E.SUN Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in Notifications and Confirmation of Credit Conditions (a “Notification and Confirmation”) negotiated with E.SUN Bank.

Under a Notification and Confirmation entered into on the New E.SUN Bank Effective Date, the Subsidiary and E.SUN Bank have agreed to both a medium term credit loan of NTD 680.0 million ($ 23.0 million U.S.

dollar equivalent) with a tenor of 5 years (the “Medium Term Loan”) and a drawdown of US $ 30.0 million under the E.SUN Bank Credit Facility for an import loan with a tenor of 120 days (the “Import O/A Loan”).

With respect to the Medium Term Loan, the period of use is between April 28, 2022 and April 28, 2023.

The interest rate thereunder is based upon a floating annual rate plus a fixed margin, subject to adjustment under certain circumstances.

Terms for specific drawdown instruments issued under the 2022 E.SUN Bank Credit Facility, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, are to be set forth in a Notifications and Confirmation.

Under a Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date, the Taiwan subsidiary and E.SUN Bank have agreed to both a Medium Term Credit Loan of NTD 680.0 million ($ 23.0 million U.S.

dollar equivalent) with a tenor of five years (the “Medium Term Loan”) and a drawdown of US $ 30.0 million under the 2022 E.SUN Bank Credit Facility for an import loan with a tenor of 120 days (the “2022 Import O/A Loan”).

With respect to the Medium Term Loan, the interest rate thereunder is based upon a floating annual rate plus a fixed margin, subject to adjustment under certain circumstances.

Interest payments are due on a monthly basis.

2 unchanged sentences

Drawdowns may be in amounts of up to 80 % of permitted Use of Proceeds expenses.

The Subsidiary is subject to various financial covenants in connection with the Medium Term Loan, including a current ratio, net debt to equity ratio, and interest coverage ratio.

The Taiwan subsidiary is subject to various financial covenants in connection with the Medium Term Loan, including a current ratio, net debt to equity ratio, and interest coverage ratio.

The current Medium Term Loan and the prior medium term loan under the Prior E.SUN Bank Credit Facility shall not exceed in aggregate NTD 1.8 billion.

1 unchanged sentence

The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances.

Interest payments are due on a monthly basis, and principal is repayable on the due date.

Interest payments are due on a monthly basis, and the principal is repayable on the due date.

Neither the Medium Term Loan nor 2022 Import O/A loan are secured.

As of June 30, 2023, the amount outstanding under the Medium Term Loan was denominated in NTD and remeasured into US dollars of $ 16.8 million.

The Company was in compliance with all financial covenants under 2021 E.SUN Bank Credit Facility and 2022 E.SUN Bank Credit Facility as of June 30, 2023.

On June 17, 2023, the Company through the Taiwan subsidiary, entered into a Notification and Confirmation pursuant to which the Taiwan subsidiary and E.SUN Bank agreed to drawdowns of up to US$ 30 million for an import o/a financing loan with a tenor of 120 days (the “2023 Import O/A Loan”).

The period of use is between May 16, 2023 and May 16, 2024.

The interest rate thereunder is based on TAIFX3 plus a fixed margin, subject to negotiation on a monthly basis and adjustment under certain circumstances.

Interest payments are due on a monthly basis, and principal is repayable on the due date.

The 2023 Import O/A Loan is not secured.

Such Notification and Confirmation replaced the Notification and Confirmation entered into on the 2022 E.SUN Bank Effective Date related to the 2022 Import O/A Loan.

As of June 30, 2023 and June 30, 2022, the amounts outstanding under the Import Loan were $ 0.0 million and $ 7.8 million, respectively.

The interest rate for the fiscal year ended June 30, 2022 was 1.81 % per annum.

As of June 30, 2023, the amount available for future borrowing under the Import O/A Loan was $ 30 million.

SMCI | 2023 Form 10-K | 79

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

HSBC Bank Credit Facility

On January 7, 2022 (the “HSBC Bank Effective Date”), the Company, through its Taiwan subsidiary, entered into a General Loan, Export/Import Financing, Overdraft Facilities and Securities Agreement (the “Loan Agreement”) with a Taiwan affiliate of HSBC Bank (“HSBC Bank”).

The Loan Agreement provides for borrowings in the form of loans, export/import financings, overdrafts, commercial paper guaranties, and other types of drawdown instruments.

The Loan Agreement has customary default provisions permitting HSBC Bank to terminate or reduce the credit limit, shorten the credit period, or deem all liabilities due and payable, including in the event the Company’s Taiwan subsidiary fails to make payment of sums under another agreement which permits acceleration of maturity of such indebtedness.

The Company is not a guarantor of the Loan Agreement.

Terms for specific drawdown instruments issued under the Loan Agreement, such as credit amount, term of use, mode of drawdown, specific lending rate, and other relevant terms, may be set forth in facility letters (each, a “Facility Letter”) negotiated with HSBC Bank.

Under a Facility Letter entered into on the HSBC Bank Effective Date, the Company’s Taiwan subsidiary and HSBC Bank agreed to a $ 30.0 million export/seller trade facility under the Loan Agreement with a tenor of 120 days.

The interest rate thereunder is based on HSBC Bank’s base rate plus a fixed margin, subject to adjustment under certain circumstances.

Interest payments are due on a monthly basis, and principal is repayable on the due date.

On February 7, 2023, the Company through the Taiwan subsidiary, entered into a new facility letter (the “New Facility Letter”) with the Taiwan affiliate of HSBC Bank which expanded the prior $ 30 million facility letter entered into with HSBC Bank on January 7, 2022.

The New Facility Letter permits borrowings up to a combined aggregate limit of $ 50.0 million which may be comprised of borrowings under a New Taiwan Dollar revolving facility with a sub-limit of NTD 300 million (the “NTD Revolver”) and an export/seller facility with a sub-limit of $ 50 million (the “Export/Seller Facility”).

Interest under both the NTD Revolver and Export/Seller Facility is based on HSBC Bank’s base rate plus a fixed margin, subject to adjustment under certain circumstances.

Interest payments thereunder are due on a monthly basis, or such other interest period as agreed by HSBC Bank, and principal is repayable on the due date.

Amounts due under the New Facility Letter are currently not secured, but subject to HSBC Bank’s right of set-off and right to repayment on demand and call for cash cover.

As of June 30, 2023 and 2022, the outstanding borrowings under the HSBC Credit Facility were $ 0.0 million and $ 30.0 million, respectively.

The interest rates for these loans were 4.50 % per annum as of June 30, 2023 and ranged from 1.95 % to 2.20 % as of June 30, 2022.

As of June 30, 2023, the amount available for future borrowing under the New Facility Letter was $ 50.0 million.

Mega Bank Credit Facilities

12 unchanged sentences

dollars of $ 38.7 million and the interest rates ranged from 1.40 % to 1.60 % per annum.

As of June 30, 2022, the total outstanding borrowings under the Mega Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars of $ 40.4 million and the interest rates ranged from 1.02 % to 1.22 % per annum.

SMCI | 2023 Form 10-K | 80

14 unchanged sentences

The Company is not a guarantor under the 2022 Credit Authorization Agreement or 2022 Credit Authorization Approval Notice.

On June 17, 2023, the Company through its Taiwan subsidiary, entered into a new Omnibus Credit Authorization Agreement (the “2023 Omnibus Authorization Agreement) and a Credit Authorization Approval Notice (the “2023 Credit Authorization Approval Notice”) with Mega Bank with the same 2022 Credit Limit which replaced the 2022 Omnibus Credit Authorization Agreement.

Pursuant to such 2023 Credit Authorization Approval Notice, the associated Mega Bank branch permits the Taiwan subsidiary to make drawdowns up to the Credit Limit for short-term loans for material purchases and operating revolving with a tenor not to exceed 120 days for material purchases and 180 days on a revolving basis.

Interest on material purchases drawdown denominated in US dollar is based upon TAIFX OFFER for either three or six months and operating revolving drawdown denominated in New Taiwan dollar is based upon TAIBOR OFFER for either three or six months, subject to periodic adjustment and adjustment in certain other circumstances, such as failure to maintain a sufficient balance in a demand deposit account with Mega Bank which are subject to the bank’s right of set off.

Amounts borrowed are otherwise unsecured.

The Company is not a guarantor under the 2023 Credit Authorization Approval Notice.

As of June 30, 2023, the amount outstanding under the 2023 Credit Authorization Agreement was $ 0.0 million .

The interest rate for the fiscal year ended June 30, 2022, was 1.85 % per annum.

As of June 30, 2023, there was no amount outstanding under the 2022 Credit Authorization Agreement.

As of June 30, 2022, the amount outstanding under the 2022 Credit Authorization Agreement was $ 3.5 million.

The interest rates for the fiscal year ended June 30, 2023 and June 30, 2022, were 2.55 % and 1.85 % per annum, respectively.

As of June 30, 2023, the amount available for future borrowing under the Credit Limit was $ 20.0 million.

Chang Hwa Bank

Chang Hwa Bank Credit Facility

(“Chang Hwa Bank”).

The Chang Hwa Bank Credit Facility permits borrowings of up to NTD 1,000.0 million ($ 36.0 million U.S.

dollar equivalent), including up to $ 20.0 million as loans, advances, acceptances, bills, bank guarantees, overdrafts, letters of credit, and other types of drawdown instruments.

Under the Chang Hwa Bank Credit Facility, Chang Hwa Bank has the right to demand collateral for debts owed.

On May 13, 2022, Chang Hwa Bank notified that they increased the borrowing capacity limit by $ 20.0 million.

As of June 30, 2022, the total outstanding borrowings under the Chang Hwa Bank Credit Facility were denominated in NTD and remeasured into U.S.

dollars of $ 33.6 million and the interest rate was 1.175 % per annum.

On the Chang Hwa Bank Effective Date, three Loan Contracts were entered into.

None of the three Loan Contracts are secured and there are no financial covenants.

The Company is not a guarantor under Chang Hwa Bank Credit Facility.

SMCI | 2023 Form 10-K | 81

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

HSBC Bank Credit Facility

The Loan Agreement provides for borrowings in the form of loans, export/import financings, overdrafts, commercial paper guaranties, and other types of drawdown instruments.

The Company is not a guarantor of the Loan Agreement.

The interest rate thereunder is based on HSBC Bank’s base rate plus a fixed margin, subject to adjustment under certain circumstances.

Interest payments are due on a monthly basis, and principal is repayable on the due date.

As of June 30, 2022, the outstanding borrowings under the 2022 HSBC Bank Credit Facility revolving line of credit were $ 30.0 million.

The interest rates for these loans ranged from 1.95 % to 2.20 % per annum as of June 30, 2022.

As of June 30, 2022, there was no amount available for future borrowing under the 2022 HSBC Bank Credit Facility.

Cathay Bank Line of Credit

On May 19, 2022 (the “Cathay Bank Effective Date”), the Company entered into a Loan Agreement (the “Cathay Bank Loan Agreement”) with Cathay Bank (“Cathay Bank”) pursuant to which Cathay Bank has agreed to provide a revolving line of credit of up to $ 132 million (the “Commitment”) for the five-year period following the Cathay Bank Effective Date.

On the fifth anniversary of the Cathay Bank Effective Date, the total outstanding borrowings under the Cathay Bank Loan Agreement will automatically be converted into a five-year term loan.

Interest is payable monthly during the five-year period following the Cathay Bank Effective Date.

After conversion to a term loan on the fifth anniversary of the Cathay Bank Effective Rate, interest is payable monthly based on a 20 -year amortization schedule with the unpaid balance due at maturity.

The Company is required to comply with certain covenants, including maintaining a fixed charge coverage ratio of at least 1.15 :1.00.

The Company is required to pay Cathay Bank an unused facility fee in the amount of 0.15 % per annum of the undrawn Commitment payable quarterly in arrears.

Borrowings under the Loan Agreement are secured against certain of the Company’s properties located in San Jose, California (the “Collateral”).

The Company has agreed to indemnify the Bank with respect to certain environmental matters with respect to the Collateral.

The Collateral is subject to re-appraisal every two years at the election of the Bank, and the Bank reserves the right to reduce the Commitment in accordance with such appraised values.

As of June 30, 2022, the outstanding borrowings under the Cathay Bank line of credit were $ 30.0 million.

SMCI | 2022 Form 10-K | 81

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Principal payments on short-term and long-term debt obligations are due as follows (in thousands):

3 unchanged sentences

Total short-term and long-term debt $ 290,302

Other Long-term Liabilities

Other long-term liabilities as of June 30, 2022 and 2021 consisted of the following (in thousands):

Accrued unrecognized tax benefits including related interest and penalties, non-current $ 18,866 $ 17,841

Operating lease liability, non-current 16,661 14,539

Accrued warranty costs, non-current 3,064 2,678

Other 549 6,074

Total other long-term liabilities $ 39,140 $ 41,132

The Company leases offices, warehouses and other premises, vehicles and certain equipment leased under non-cancelable operating leases.

7 unchanged sentences

Non-lease variable payments expensed in the years ended June 30, 2023, 2022 and 2021 were $ 1.8 million, $ 1.1 million and $ 1.8 million, respectively.

SMCI | 2022 Form 10-K | 82

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2023, the weighted average remaining lease term for operating leases was 3.0 years and the weighted average discount rate was 3.1 %.

1 unchanged sentence

Maturities of operating leases

2028 and beyond 533

Total future lease payments $ 19,996

4 unchanged sentences

See Part II, Item 8, Note 9, "Related Party Transactions" for a further discussion.

SMCI | 2023 Form 10-K | 82

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Related Party Transactions

8 unchanged sentences

Steve Liang is also a member of Compuware’s Board of Directors and is an equity holder of Compuware.

Charles Liang or Sara Liu do not own any capital stock of Compuware and the Company does not own any of Ablecom or Compuware's capital stock.

Neither Charles Liang nor Sara Liu own any capital stock of Compuware and the Company does not own any of Ablecom or Compuware's capital stock.

Dealings with Ablecom

5 unchanged sentences

The Company retains full ownership of any intellectual property resulting from the design of these products and tooling.

SMCI | 2022 Form 10-K | 83

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

With respect to the manufacturing aspects of the relationship, Ablecom purchases most of materials needed to manufacture the chassis from third parties and the Company provides certain components used in the manufacturing process (such as power supplies) to Ablecom through consignment or sales transactions.

10 unchanged sentences

Compuware assumes the responsibility to install the Company's products at the site of the end customer, if required, and administers customer support in exchange for a discount from the Company's standard price for its purchases.

The Company also has entered into a series of agreements with Compuware, including a multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space.

SMCI | 2023 Form 10-K | 83

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company also has entered into a series of agreements with Compuware, including multiple product development, production and service agreements, product manufacturing agreements, and lease agreements for office space.

Under these agreements, the Company outsources to Compuware a portion of its design activities and a significant part of its power supplies manufacturing as well as an immaterial portion of other components.

9 unchanged sentences

In addition to the inventory purchases, the Company also incurs costs associated with design services, tooling assets, and miscellaneous costs.

SMCI | 2022 Form 10-K | 84

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company’s exposure to financial loss as a result of its involvement with Compuware is limited to potential losses on its purchase orders in the event of an unforeseen decline in the market price and/or demand of the Company’s products such that the Company incurs a loss on the sale or cannot sell the products.

7 unchanged sentences

The Company recorded a deferred gain related to the contribution of certain technology rights.

As of June 30, 2022 and 2021, the Company had unamortized deferred gain balance of $ 0.0 million and $ 1.0 million, respectively, in accrued liabilities and none in other long-term liabilities in the Company’s consolidated balance sheets.

There was no balance in the deferred gain in the consolidated balance sheets as of June 30, 2023 and 2022.

The Company monitors the investment for events or circumstances indicative of potential impairment and makes appropriate reductions in carrying values if it determines that an impairment charge is required.

5 unchanged sentences

No impairment charge was recorded for the fiscal years ended June 30, 2023 and 2022.

The Company sold products worth $ 121.0 million, $ 51.2 million, $ 61.9 million to the Corporate Venture in the fiscal years 2022, 2021 and 2020, respectively, and the Company's share of intra-entity profits on the products that remained unsold by the Corporate Venture as of June 30, 2022 and June 30, 2021 have been eliminated and have reduced the carrying value of the Company's investment in the Corporate Venture.

To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.

The Company had $ 8.0 million and $ 8.5 million due from the Corporate Venture in accounts receivable, net as of June 30, 2022 and 2021, respectively.

Dealings with Monolithic Power Systems, Inc.

The Company procures certain semiconductor products from Monolithic Power Systems, Inc.

(“MPS”), a fabless manufacturer of high-performance analog and mixed-signal semiconductors, through its contract manufacturers for use in its products.

A member of the Board of Directors, who served during fiscal year 2022 until May 18, 2022, also serves as an officer of MPS.

As of June 30, 2023 and 2022, the investment in this Corporate Venture was $ 2.0 million and $ 5.3 million, respectively.

SMCI | 2023 Form 10-K | 84

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The Company sold products worth $ 24.2 million, $ 121.0 million, and $ 51.2 million to the Corporate Venture in the fiscal years 2023, 2022 and 2021, respectively, and the Company's share of intra-entity profits on the products that remained unsold by the Corporate Venture as of June 30, 2023 and June 30, 2022 have been eliminated and have reduced the carrying value of the Company's investment in the Corporate Venture.

To the extent that the elimination of intra-entity profits reduces the investment balance below zero, such amounts are recorded within accrued liabilities.

The Company had $ 1.9 million and $ 8.0 million due from the Corporate Venture in accounts receivable, net as of June 30, 2023 and 2022, respectively.

The Company had the following balances related to transactions with its related parties as of the fiscal years ended June 30, 2023, 2022 and 2021 (in thousands):

Ablecom Compuware Corporate Venture MPS Total

Ablecom Compuware Corporate Venture MPS (3)

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

2 unchanged sentences

Other receivable (1)

$ 2,841 $ 4,816 $ 5,575 $ 24,891 $ 19,596 $ 18,173 $ — $ — $ — $ — $ — $ 89 $ 27,732 $ 24,412 $ 23,837

Accounts payable $ 35,711 $ 42,463 $ 38,152 $ 53,423 $ 44,892 $ 31,944 $ — $ — $ — $ — $ — $ — $ 89,134 $ 87,355 $ 70,096

Accrued liabilities (2)

$ 1,230 $ 3,531 $ 3,042 $ 12,787 $ 15,145 $ 14,486 $ — $ — $ 1,000 $ — $ — $ — $ 14,017 $ 18,676 $ 18,528

(1) Other receivables include receivables from vendors included in prepaid and other current assets.

(2) Includes current portion of operating lease liabilities included in other current liabilities.

(3) The Company procures certain semiconductor products from Monolithic Power Systems, Inc.

(“MPS”), a fabless manufacturer of high-performance analog and mixed-signal semiconductors, through its contract manufacturers for use in its products.

A former member of the Board of Directors who served until May 18, 2022 also serves as an officer of MPS.

As a result, MPS ceased being a related party in the quarter ended September 30, 2022.

The Company's results from transactions with its related parties for each of the fiscal years ended June 30, 2023, 2022 and 2021, are as follows (in thousands):

Ablecom Compuware Corporate Venture MPS Total

Ablecom Compuware Corporate Venture MPS (1)

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

3 unchanged sentences

Purchases - other miscellaneous items $ 12,131 $ 8,265 $ 8,609 $ 2,011 $ 1,455 $ 1,813 $ — $ — $ — $ — $ — $ — $ 14,142 $ 9,720 $ 10,422

(1) The Company procures certain semiconductor products from MPS, a fabless manufacturer of high-performance analog and mixed-signal semiconductors, through its contract manufacturers for use in its products.

A former member of the Board of Directors who served until May 18, 2022 also serves as an officer of MPS.

As a result, MPS ceased being a related party in the quarter ended September 30, 2022.

SMCI | 2023 Form 10-K | 85

2 unchanged sentences

The Company’s cash flow impact from transactions with its related parties for the fiscal years ended June 30, 2023, 2022 and 2021, are as follows (in thousands):

Ablecom Compuware Corporate Venture MPS Total

Ablecom Compuware Corporate Venture MPS (1)

Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30, Years Ended June 30,

7 unchanged sentences

Unpaid property, plant and equipment $ 777 $ 583 $ 338 $ 33 $ 106 $ 62 $ — $ — $ — $ — $ — $ — $ 810 $ 689 $ 400

A former member of the Board of Directors who served until May 18, 2022 also serves as an officer of MPS.

As a result, MPS ceased being a related party in the quarter ended September 30, 2022.

Tripartite Agreement

On November 8, 2021, Super Micro Computer Inc., Taiwan (the “Subsidiary”), a Taiwan corporation and wholly-owned subsidiary of the Company, entered into a Tripartite Agreement (the “Agreement”) with Ablecom and Compuware related to a three-way purchase of land.

Pursuant to the Agreement, the Subsidiary will participate in purchasing 33.33 % of the 137,225.97 square meters (approximately 34 acres) of land Ablecom has agreed to acquire from third-party landowners in proximity to the Company’s campus in Bade, Taiwan.

Compuware will acquire 17.21 % of such land and Ablecom will retain the remaining 49.46 % of the land.

Under the Agreement, fees and costs related to such land purchase would be borne by the parties according to their proportionate share of the land purchased.

The Company intends to fund its proportionate share of the land purchased under the Agreement which is estimated to be approximately NTD 789.0 million (or approximately US $ 28.3 million) from either available cash and/or borrowings under loan agreements to which the Subsidiary is a party in Taiwan.

Amounts payable related to the purchase of the land are due in three installments based upon the achievement of specified milestones.

The transaction is subject to various customary conditions precedent, including the receipt of government approvals, the discharge of mortgages and leases on the land, and the completion of due diligence.

As of June 30, 2022, due diligence and discussions with government officials are continuing, and no installment payments have been made with respect to the transaction.

If the transaction does not close within 12 months, Ablecom may offer the land to other parties.

Ablecom advised that its underlying agreements to acquire land from the third-party landowners in proximity to the Company’s campus in Bade, Taiwan have been terminated, and during the quarter ended December 31, 2022, the Agreement was terminated.

Stock-based Compensation and Stockholders’ Equity

4 unchanged sentences

On May 18, 2022, the stockholders of the Company approved an amendment and restatement of the Original 2020 Plan (as amended and restated, the “2020 Plan”) which, among other things, increased the number of shares available for award under the 2020 Plan by an additional 2,000,000 shares.

SMCI | 2022 Form 10-K | 87

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Under the 2020 Plan, the Company can grant stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, dividend equivalents, and certain other awards, including those denominated or payable in, or otherwise based on, the Company’s common stock.

4 unchanged sentences

25 % at the end of one year and one sixteenth per quarter thereafter.

SMCI | 2023 Form 10-K | 86

SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

As of June 30, 2023, the Company had 2,000,549 authorized shares available for future issuance under the 2020 Plan.

4 unchanged sentences

The Company had $ 150.0 million of remaining availability under the Prior Repurchase Program as of June 30, 2022.

There were no shares repurchased under the Prior Repurchase Program during fiscal year 2022.

There were no shares repurchased under the Prior Repurchase Program during fiscal year 2022, and the remainder of such Prior Repurchase Program expired on July 31, 2022.

During the fiscal year ended June 30, 2021, the Company repurchased and retired 4,209,211 shares of common stock for an aggregated $ 130.0 million.

Additionally, the Company retired 1,333,125 shares of common stock repurchased in prior years.

On August 3, 2022, after the expiration of the Prior Repurchase Program, a duly authorized subcommittee of the Company's Board approved a new share repurchase program to repurchase shares of common stock for up to $ 200 million at prevailing prices in the open market.

On August 3, 2022, after the expiration of a prior share repurchase program on July 31, 2022, a duly authorized subcommittee of the Company's Board approved a new share repurchase program to repurchase shares of the Company’s common stock for up to $ 200 million at prevailing prices in the open market.

The share repurchase program is effective until January 31, 2024 or until the maximum amount of common stock is repurchased, whichever occurs first.

Under the common stock repurchase program, shares may be purchased from time to time in open market transactions, block trades, through plans established under the Securities Exchange Act Rule 10b5-1, or otherwise.

The number of shares purchased and the timing of such purchases are based on working capital requirements, market and general business conditions, and other factors, including alternative investment opportunities.

During the fiscal year ended June 30, 2023, the Company repurchased and retired 1,553,350 shares of common stock for an aggregated $ 150.0 million.

As of June 30, 2023, $ 50.0 million was available for additional repurchases of common stock.

Determining Fair Value

51 unchanged sentences

$ 4.8 Achieved $ 60

Not yet achieved

$ 5.8 Probable

Not yet achieved

$ 6.8 Probable

Not yet achieved

$ 5.8 Achieved

$ 6.8 Achieved

$ 8.0 Probable

Not yet achieved

(1) The Company’s Compensation Committee had certified achievement of the $ 4 billion annualized revenue milestone on March 26, 2022.

The $ 45 stock price milestone was achieved based upon the 60 -trading day average stock price from March 15, 2022 through June 8, 2022.

The achievement of such stock price milestone and the vesting of the first tranche of 200,000 option shares under the 2021 CEO Performance Stock Option, representing one-fifth of such award were certified by the Company's Compensation Committee subsequent to June 30, 2022.

(2) To be certified by the Company's Compensation Committee after Annual Report on Form 10-K for the year ended June 30, 2022, as filed with the SEC.

(1) The vesting of the first tranche of 200,000 option shares under the 2021 CEO Performance Stock Option, representing one-fifth of such award, was certified by the Company's Compensation Committee in August 2022.

(2) The vesting of the second tranche of 200,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company's Compensation Committee in October 2022.

(3) The vesting of the third tranche of 200,000 option shares under the 2021 CEO Performance Stock Option representing one-fifth of such award was certified by the Company's Compensation Committee in January 2023.

(4) On April 25, 2023, the Company’s Compensation Committee certified achievement of the $ 95 stock price milestone based upon the 60 trading day average stock price from January 20, 2023 through April 17, 2023.

The achievement of the $ 6.8 billion annualized revenue milestone is expected to be certified by the Company’s Compensation Committee after the Annual Report on Form 10-K for the year ended June 30, 2023, is filed with the SEC.

At such time, the Company’s Compensation Committee is also expected to certify the vesting of the fourth tranche of 200,000 option shares under the 2021 CEO performance Stock Option representing one-fifth of such award.

(5) On June 19, 2023, the Compensation Committee certified achievement of the $ 120 stock price milestone based upon the 60 trading day average stock price from March 6, 2023 through May 30, 2023.

On the grant date, a Monte Carlo simulation was used to determine for each tranche (i) a fixed expense amount for such tranche and (ii) the future time when the market price milestone for such tranche was expected to be achieved, or its “expected market price milestone achievement time.” Separately, based on a subjective assessment of the Company’s future financial performance, each quarter, the Company will determine whether achievement is probable for each operational milestone that has not previously been achieved or deemed probable of achievement, and, if so, the future time when the Company expects to achieve that operational milestone, or its “expected operational milestone achievement time.” When the Company first determines that an operational milestone has become probable of being achieved, the Company will allocate the entire expense for the related tranche over the number of quarters between the grant date and the then-applicable “expected vesting time.” The “expected vesting time” at any given time is the later of (i) the expected operational milestone achievement time (if the related operational milestone has not yet been achieved) and (ii) the expected market price milestone achievement time (if the related market price milestone has not yet been achieved).

2 unchanged sentences

During the fiscal year ended June 30, 2023, the Company recognized compensation expense related to the 2021 CEO Performance Stock Option of $ 4.9 million.

As of June 30, 2022, $ 5.6 million in unrecognized compensation cost related to the 2021 CEO Performance Stock Option is expected to be recognized over a period of 3.0 years.

As of June 30, 2023 and 2022, the Company had $ 0.7 million and $ 5.6 million, respectively, in unrecognized compensation cost related to the 2021 CEO Performance Stock Option.

The unrecognized compensation cost as of June 30, 2023 is expected to be recognized over a period of 0.8 years.

SMCI | 2023 Form 10-K | 89

68 unchanged sentences

Granted 1,334,418 $ 31.54 30,000 $ 34.27

( 871,274 ) $ 20.97 ( 108,000 ) $ 27.10

Released ( 984,406 ) $ 21.63 ( 27,000 ) $ 23.36

Forfeited ( 263,083 ) $ 25.01 ( 30,000 ) $ 20.37

1 unchanged sentence

Granted 1,121,451 $ 38.99 2,939 $ 34.27

( 984,406 ) $ 21.63 ( 27,000 ) $ 23.36

Released ( 745,702 ) $ 25.16 ( 17,939 ) $ 34.27

Forfeited ( 351,632 ) $ 30.19 — $ —

1 unchanged sentence

Granted 1,282,890 $ 73.21 — $ —

( 745,702 ) $ 25.16 ( 17,939 ) $ 34.27

Released ( 993,635 ) $ 37.86 — $ —

Forfeited ( 125,342 ) $ 43.10 — $ —

Balance as of June 30, 2023 2,042,986 $ 55.94 — $ —

(1) The number of shares released excludes 172,857 RSUs that were vested but not released in fiscal year 2019.

The number of vested but not released RSUs for fiscal years 2021 and 2020 was not material.

The number of shares released also excludes 24,000 PRSUs that were vested but not released in fiscal year 2019.

These vested RSUs and PRSUs were primarily released in fiscal year 2020 and included in fiscal year 2020 upon the effectiveness of the Company's registration statement on Form S-8.

The total pretax intrinsic value of RSUs and PRSUs vested was $ 95.0 million, $ 33.1 million and $ 32.6 million for the fiscal years ended June 30, 2023, 2022 and 2021, respectively.

52 unchanged sentences

The net deferred tax assets balance as of June 30, 2023 and 2022 was $ 162.7 million and $ 69.9 million, respectively.

The 2017 Tax Reform Act also creates a new requirement that Global Intangible Low-Taxed Income (“GILTI”) earned by controlled foreign corporations (“CFCs”) that must be included currently in the gross income of a CFC’s U.S.

stockholder starting in the tax year that begins after 2017.

GILTI does not have material impact on the Company's income tax provision.

GAAP, the Company is allowed to make an accounting policy choice of either (i) treating taxes due on future U.S.

inclusions in taxable income related to GILTI as a current-period expense when incurred (the “period cost method”) or (ii) factoring such amounts into a company’s measurement of its deferred taxes.

inclusions in taxable income related to Global Intangible Low-Taxed Income ("GILTI") as a current-period expense when incurred (the “period cost method”) or (ii) factoring such amounts into the measurement of its deferred taxes.

The Company's selection of an accounting policy with respect to the GILTI tax rules is to treat GILTI tax as a current period expense under the period cost method.

Under the 2017 Tax Reform Act, starting on July 1, 2018, the Company is no longer subject to federal income tax on earnings remitted from our foreign subsidiaries.

As a result of the 2017 Tax Reform Act, the Company has determined that its foreign undistributed earnings are indefinitely reinvested except for undistributed earnings related to the Company’s operations in the Netherlands.

The Company may repatriate foreign earnings from the Netherlands that have been previously taxed in the U.S.

The tax impact of such repatriation is estimated to be immaterial.

As a result of the 2017 Tax Reform Act, in December 2019, the Company realigned its international business operations and group structure.

As a part of this restructuring, the Company moved certain intellectual property back to the United States.

As a result of this restructuring, the Company realized $ 4.6 million and $ 3.0 million additional tax benefit from foreign derived intangible income in fiscal years 2022 and 2021 respectively, as compared to fiscal year 2020.

The Tax Cuts and Jobs Act of 2017 eliminated the option to deduct research and development ("R&D") expenses in the year incurred and instead requires taxpayers to capitalize R&D expenses, including software development cost, and subsequently amortize such expenses over five years for R&D activities conducted in the United States and over fifteen years for R&D activities conducted outside of the United States beginning in the Company's fiscal year 2023.

Although Congress has considered legislation that would defer, modify, and repeal the capitalization and amortization requirement, there is no assurance the provision will be deferred, repealed, or otherwise modified.

Additionally, as the result of the new R&D capitalization tax law effective in 2022, the capitalized amounts resulted in increased current year taxable income, that are deductible as amortized in future periods.

The Company recorded a deferred tax asset for the capitalized R&D expenditures.

On August 16, 2022, the United States enacted the Inflation Reduction Act of 2022 (“IRA”), which, among other things, implemented a 15% minimum tax on book income of certain large corporations, a 1% excise tax on net stock repurchases, and several tax incentives to promote clean energy.

The provisions of the IRA had no impact to the Company's fiscal 2023 income tax provision.

SMCI | 2023 Form 10-K | 93

1 unchanged sentence

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted.

The CARES Act provides temporary relief from certain aspects of the 2017 Tax Reform Act that imposed limitations on the utilization of certain losses, interest expense deductions, alternative minimum tax credits and made a technical correction to the 2017 Tax Reform Act related to the depreciable life of qualified improvement property.

The CARES Act did not have a material impact on the Company.

Under the 2017 Tax Reform Act, starting on July 1, 2018, the Company is no longer subject to federal income tax on earnings remitted from its foreign subsidiaries.

The Company previously asserted that all its foreign undistributed earnings were indefinitely reinvested.

As a result of the 2017 Tax Reform Act, the Company has determined that its foreign undistributed earnings are indefinitely reinvested except for Netherlands.

The Company may repatriate foreign earnings from Netherlands which are previously taxed income as a result of the 2017 Tax Reform Act.

The tax impact of such repatriation is estimated to be immaterial.

The following is a reconciliation for the fiscal years ended June 30, 2023, 2022 and 2021, of the statutory rate to the Company’s effective federal tax rate:

8 unchanged sentences

Stock-based compensation ( 3.4 ) ( 1.5 ) ( 3.3 )

Non deductible penalty on SEC matter — — 4.4

Provision to return true-up ( 0.1 ) 0.1 ( 1.9 )

12 unchanged sentences

Gross decreases:

Decreases due to settlements with taxing authority ( 7,632 )

Decreases due to lapse of statute of limitations ( 1,243 )

2 unchanged sentences

For current year’s tax positions 2,392

For prior years’ tax positions 1,439

Gross decreases:

Decreases due to settlements with taxing authority ( 4,090 )

Decreases due to lapse of statute of limitations ( 1,036 )

2 unchanged sentences

For current year’s tax positions 6,632

For prior years’ tax positions 1,616

Gross decreases:

11 unchanged sentences

The impact of these adjustments on the income statement was offset by the release of previously unrecognized tax benefits related to the fiscal years audited in the periods in which the proposed adjustments were accepted.

The Company believes that it has adequately provided reserves for all uncertain tax positions;

however, amounts asserted by tax authorities could be greater or less than the Company’s current position.

Accordingly, the Company’s provision on federal, state and foreign tax related matters to be recorded in the future may change as revised estimates are made or as the underlying matters are settled or otherwise resolved.

Besides the $ 2.6 million tax liability paid for fiscal year 2018 and fiscal year 2019 audit, the Company paid $ 1.5 million additional tax liability for fiscal year 2017 under the same Taiwan tax audit.

Total audit settlement in Taiwan was $ 4.2 million, which was paid by February 2020.

The additional tax liability was recorded as tax provision on Super Micro Computer Inc.

BV’s books for its foreign permanent establishment in fiscal year 2017 to 2019.

In December 2022, the Company received an updated audit decision letter from the Taiwan tax authority.

The letter confirmed the same amount of assessment of $ 4.2 million that the Company paid by February 2020, but the tax liability is for the Taiwan subsidiary’s missing reporting of book income instead of the Netherlands BV subsidiary’s permanent establishment.

The Company accepted the change of the decision.

Consequently, the Company made an intercompany adjustment on tax provision between Super Micro Computer Inc.

BV and the Company’s Taiwan subsidiaries.

On the top of this intercompany transfer pricing charge, the Company

SMCI | 2023 Form 10-K | 95

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

released $ 2.0 million tax reserve for Super Micro Computer Inc.

BV's foreign permanent establishment tax uncertain reserve, and trued-up $ 1.0 million additional tax reserve on Super Micro Computer Inc.

BV’s books for the unsettled audit with the Netherlands tax authority.

The Company expects settlement from the Netherlands tax authority in early fiscal year 2024.

The Company believes that it has adequately provided reserves for all uncertain tax positions;

however, amounts asserted by tax authorities could be greater or less than the Company’s current position.

The federal statute of limitations remains open in general for tax years ended June 30, 2020 through 2022.

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These adjustments, if recognized, would positively impact our effective tax rate, and would be recognized as additional tax benefits.

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Commitments and Contingencies

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On May 25, 2022, the Court vacated the hearing on preliminary approval of the proposed settlement scheduled for June 2, 2022, stating that the unopposed motion was suitable for disposition without oral argument.

Consequently, the parties expect the Court will grant preliminary approval and calendar a future hearing for final approval.

This settlement, if finally approved by the Court, will fully resolve the action.

On October 27, 2020, certain current and former directors and officers of the Company were named as defendants in a putative derivative lawsuit filed in the Superior Court of the State of California, County of Santa Clara (the “Court”), captioned Barry v.

Liang, et al., 20-CV-372190.

The Company was also named as a nominal defendant.

The complaint purports to allege claims for breaches of fiduciary duties, waste of corporate assets, and unjust enrichment arising out of allegations that the Company’s officers and directors caused the Company to issue false and misleading statements about recognition of revenue and the effectiveness of its internal controls, failed to adopt and implement effective internal controls, and failed to timely file various reports with the Securities and Exchange Commission.

Defendants filed demurrers, which were set for hearing on August 4, 2021, but which were continued to September 15, 2021.

Following this continuance, on July 21, 2021, Plaintiffs' counsel filed an amended complaint in lieu of responding to the demurrer.

The amended complaint added no new claims;

primarily, the amendment added allegations describing the March 29, 2021, motion to dismiss decision in the Hessefort class action.

Defendants demurred to the amended complaint on August 24, 2021.

Following a March 23, 2022, hearing, on March 25, 2022, the Court granted defendants’ demurrers on the grounds that plaintiffs had failed to allege demand futility and the Court dismissed the amended complaint, but with leave to amend by May 20, 2022.

On May 13, 2022, plaintiff’s counsel reported to the Court that plaintiff would not file an amended complaint and the May 20 deadline lapsed without further amendment.

On June 8, 2022, the court entered judgment in defendants’ favor and with prejudice against plaintiff.

This matter has now been dismissed.

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SUPER MICRO COMPUTER, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

On May 5, 2021, certain current and former directors and officers of the Company were named as defendants in a putative derivative lawsuit filed in the U.S.

District Court for the Northern District of California, captioned Stein v.

Liang, et al., Case No.

3:21-cv-03357-KAW (the “Stein Derivative Action”).

The Company was also named as a nominal defendant.

The complaint purports to allege claims for breaches of fiduciary duties, waste of corporate assets, unjust enrichment, and contribution for violations of federal securities laws arising out of allegations that the Company’s officers and directors caused the Company to issue false and misleading statements about recognition of revenue and the effectiveness of its internal controls, failed to adopt and implement effective internal controls, and failed to timely file various reports with the Securities and Exchange Commission.

The plaintiff seeks unspecified compensatory damages and other equitable relief.

Defendants filed motions to dismiss the complaint on August 6, 2021.

Rather than oppose defendants’ motions, plaintiff informed defendants that plaintiff was prepared to dismiss his action with prejudice.

On September 29, 2021, the parties submitted a stipulation for dismissal with prejudice as to the named plaintiff to the Court for its approval.

On December 16, 2021, the Court issued an order for the parties to submit within 30 days a plan of notice of dismissal for the Court’s approval.

The Company provided notice as required by the Court on December 21, 2021.

No shareholder sought to intervene during the 45 -day notice period ending on February 4, 2022, and on March 24, 2022, the Court issued an order dismissing the lawsuit with prejudice as to the named plaintiff.

SEC Matter — The Company cooperated with the SEC in its investigation of marketing expenses that contained certain irregularities discovered by Company management, which irregularities were disclosed on August 31, 2015, and the Company cooperated with the SEC in its further investigation of the matters underlying the Company’s inability to timely file its Form 10-K for the fiscal year ended June 30, 2017 and concerning the publication of a false and widely discredited news article in October 2018 concerning the Company’s products.

On August 25, 2020, to fully resolve all matters under investigation, the Company consented to entry of an Order Instituting Cease-and-Desist Proceedings Pursuant to Section 8A of the Securities Act of 1933 and Section 21C of the Securities Exchange Act of 1934, Making Findings, and Imposing a Cease-and-Desist Order (“Order”), as announced by the SEC.

The Company admitted the SEC’s jurisdiction over the Company and the subject matter of the proceedings, but otherwise neither admitted nor denied the SEC’s findings, as described in the Order.

The Company agreed to cease and desist from committing or causing any violations and any future violations of Sections 17(a)(2) and (3) of the Securities Act and Sections 13(a), 13(b)(2)(A), and 13(b)(2)(B), of the Exchange Act and Rules 12b-20, 13a-1, 13a-11, and 13a-13 thereunder.

The Company agreed and paid a civil money penalty of $ 17,500,000 during the three months ended September 30, 2020, which was recorded to general and administrative expense in the Company's condensed consolidated statement of operations in the first quarter of fiscal 2021.

In addition, the Company’s Chief Executive Officer concluded a settlement with the SEC on August 25, 2020, as announced by the SEC.

The Company’s Chief Executive Officer paid the Company the sum of $ 2,122,000 as reimbursement of profits from certain stock sales during the relevant period, pursuant to Section 304 of the Sarbanes-Oxley Act of 2002.

The settlement amount was paid during the first quarter of fiscal 2021 and the Company recorded the payment as a credit to general and administrative expense in the first quarter of fiscal 2021.

On November 8, 2022, the Court granted preliminary approval and calendared a hearing on March 2, 2023 for final approval, which the Court continued to May 4, 2023.

Following the Court granting preliminary approval, settlement funds were transferred into an account controlled by the settlement’s escrow agent to be held until the Court granted final approval.

Following the May 4, 2023 hearing, the Court granted final approval in a subsequent order issued on May 5, 2023 which fully resolved the action.

Other legal proceedings and indemnifications

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Purchase Commitments - The Company has agreements to purchase inventory and non-inventory items primarily through the next 12 months.

As of June 30, 2022, these remaining noncancelable commitments were $ 562.9 million, including $ 80.2 million for related parties.

As of June 30, 2023, these remaining noncancelable commitments were $ 2.3 billion, including $ 70.5 million for related parties.

Lease Commitments - See Part II, Item 8, Note 8, "Leases," for a discussion of the Company's operating lease and financing lease commitments.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Lease Commitments - See Part II, Item 8, Note 11, "Leases," for a discussion of the Company's operating lease and financing lease commitments.

Retirement Plans

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As such, the Company does not have any right to intervene in the investments of the Fund.

For the fiscal years ended June 30, 2022 and 2021, the Company recorded a pension expense of $ 0.4 million and $ 1.0 million, respectively.

For the fiscal year ended June 30, 2020, the Company’s pension expense was immaterial .

For the fiscal years ended June 30, 2023, 2022 and 2021, the Company recorded a pension expense of $( 0.1 ) million, $ 0.4 million and $ 1.0 million, respectively.

Segment Reporting

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$ 290,240 $ 285,972

The Company’s revenue is presented on a disaggregated basis in Note 3, “Revenue” by type of product and by geographical market.

The Company’s revenue is presented on a disaggregated basis in Part II, Item 8, Note 3, “Revenue” by type of product and by geographical market.

SMCI | 2023 Form 10-K | 98

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data