UNITED STATES OF AMERICA

Before the

SECURITIES AND EXCHANGE COMMISSION

SECURITIES ACT OF 1933 

Release No. 10822 / August 25, 2020

SECURITIES EXCHANGE ACT OF 1934

Release No. 89656 / August 25, 2020

ACCOUNTING AND AUDITING ENFORCEMENT

Release No. 4161 / August 25, 2020

ADMINISTRATIVE PROCEEDING

File No. 3-19927

In the Matter of

SUPER MICRO 

COMPUTER, INC., 

Respondent.

ORDER INSTITUTING CEASE-ANDDESIST 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 

I.

The Securities and Exchange Commission (“Commission”) deems it appropriate that ceaseand-desist proceedings be, and hereby are, instituted pursuant to Section 8A of the Securities Act 

of 1933 (“Securities Act”) and Section 21C of the Securities Exchange Act of 1934 (“Exchange 

Act”), against Super Micro Computer, Inc. (“Super Micro” or “Respondent”). 
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II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer 

of Settlement (the “Offer”) which the Commission has determined to accept. Solely for the 

purpose of these proceedings and any other proceedings brought by or on behalf of the 

Commission, or to which the Commission is a party, and without admitting or denying the findings 

herein, except as to the Commission’s jurisdiction over it and the subject matter of these 

proceedings, which are admitted, Respondent consents to the entry of this Order Instituting Ceaseand-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 set forth below.

III.

On the basis of this Order and Respondent’s Offer, the Commission finds1that: 

Summary

1. Super Micro Computer, Inc., a producer of computer servers headquartered in 

California, engaged in improper accounting—prematurely recognizing revenue and understating 

expenses from at least fiscal year (“FY”) 2015 through FY 2017.2 As a result, Super Micro filed 

with the Commission materially misstated financial statements in its annual, quarterly and current 

reports during the period.

2. Super Micro’s executives pushed employees to maximize end-of-quarter revenue

and minimize expenses, without devising and maintaining sufficient internal accounting controls to 

record revenue and expenses in conformity with U.S. Generally Accepted Accounting Principles 

(“GAAP”). Super Micro improperly accelerated revenue recognition and reporting by: (1) 

recognizing revenue before delivering the goods to customers; (2) sending goods to customers 

prior to the customer-specified delivery date; (3) improperly changing the shipment terms to a 

large Super Micro customer in order to recognize revenue upon shipment rather than when the 

goods were delivered to the customer; (4) recognizing revenue with respect to transactions that 

included customer acceptance terms before the customers had accepted the goods; (5) sending 

incomplete or mis-assembled goods to customers at the end of quarters; (6) recognizing revenue on 

sales to a large distributor upon shipment, when the revenue should have been recognized when 

Super Micro received payment from the distributor; (7) holding the bill of lading for certain

 

1 The findings herein are made pursuant to Respondent’s Offer of Settlement and are not 

binding on any other person or entity in this or any other proceeding. 

2 Each of Super Micro’s quarterly reports on Form 10-Q and annual reports on Form 10-K 

beginning with the period ended September 30, 2014 through the period ended March 31, 

2017 contained materially misstated financial statements. The Company’s current reports 

on Form 8-K, announcing the financial and operational results for each of these periods, 

along with the current report filed on August 3, 2017, announcing results for the year 

ended June 30, 2017, also contained materially misstated financial information.
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overseas customers and thus preventing the customers from taking possession of the goods as a 

means to ensure payment, but nevertheless improperly recognizing the revenue upon shipment; 

and (8) recognizing certain extended warranty revenue at the time of sale, rather than amortizing 

the revenue over the length of the warranty.

3. Super Micro also improperly under-reported certain expenses by misusing its

cooperative marketing program to pay a variety of unrelated expenses, such as warehousing costs 

for goods at quarter end, shipping costs, and product repair costs. Super Micro employees also 

submitted claims for funds to which Super Micro was not entitled in connection with a vendor’s 

cooperative marketing program. In addition, Super Micro over-valued inventory and under-stated 

expenses by failing to reduce inventory and record an associated expense in instances where Super 

Micro no longer held the inventory for sale.

4. Accordingly, Super Micro violated certain antifraud, reporting, books and records, 

and internal accounting controls provisions of the federal securities laws. 

Respondent

5. Super Micro is a global producer of computer servers and equipment, incorporated 

in Delaware, with its principal place of business in San Jose, California. Super Micro’s securities 

are registered under Section 12(b) of the Exchange Act. The company’s fiscal year ends on June 

30. Super Micro’s shares currently trade on the NASDAQ Global Select Market. Because of 

Super Micro’s pervasive accounting, reporting and internal accounting control issues, Super Micro 

was unable to file periodic reports for nearly two years and, as a result, trading in the company’s 

stock was suspended in August 2018 and the stock was then delisted from March 2019 through 

January 2020. During the relevant period, Super Micro offered and sold stock to its employees

pursuant to registration statements on Forms S-8 dated April 26, 2007 and April 22, 2016. 

Facts

A. Premature Revenue Recognition and Reporting

6. In determining whether to recognize and report revenue during the relevant period,

GAAP required public companies to consider whether (1) the revenue is realized or realizable; and 

(2) the revenue is earned. Consistent with GAAP, Super Micro’s revenue recognition policy

provides that revenue is realized and earned when all of the following criteria are met: (a) 

persuasive evidence of an arrangement exists; (b) delivery has occurred or services have been 

rendered; (c) the seller’s price to the buyer is fixed or determinable; and (d) collectability is 

reasonably assured.

7. Super Micro executives pressed employees to maximize revenue at the end of 

quarters but failed to devise and maintain sufficient internal accounting controls with respect to 

proper revenue recognition. For instance, Super Micro delegated responsibility for identifying 

sales terms that may affect revenue recognition to salespeople without training them on revenue 

recognition. During the period from at least FY 2015 through the end of FY 2017, Super Micro 
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systemically recognized, recorded in its books and records, and reported revenue prematurely by 

engaging in the following improper practices.

Premature Revenue Recognition Prior to Customer Delivery

8. Super Micro engaged in a number of transactions where it recognized revenue prior 

to customer delivery in order to maximize revenue at the end of quarters. In certain instances, 

Super Micro employees sent goods to warehouses or other storage facilities controlled by third 

parties at quarter-end and paid for the storage fees until the goods were delivered to its customer. 

In other instances, Super Micro asked its freight forwarders to hold the goods until the date that the 

customer was prepared to accept the goods, rather than ship and deliver them on the date agreed to 

with the customer. There also were instances where Super Micro recorded revenue although goods 

remained at its own warehouse. 

9. For example, Super Micro asked a distributor customer to agree to accept 

approximately $104,000 of goods before the end of FY 2015 in order to recognize revenue during 

that period. The customer, however, did not need additional product at the time and did not have 

space for the product. Super Micro ultimately arranged to pay for trailers where the goods would 

be stored. At least some of the goods remained in the trailers for approximately six months. 

10. In addition, a different customer requested that Super Micro deliver nearly 

$800,000 worth of goods by mid-January 2015. Super Micro requested that its freight forwarder 

pick up the goods before the end of December 2014, and improperly recorded the sale in the 

second quarter of FY 2015. Super Micro employees instructed its freight forwarder to unload the 

goods at the freight forwarder’s dock and then deliver the goods to the customer two weeks later. 

11. In another instance, a Super Micro salesperson stored a small amount of goods in 

her car when Super Micro’s customer was unable to pick up the goods by the end of the quarter, 

yet Super Micro improperly recognized the revenue on the last day of the quarter. 

12. In all of these transactions and other similar transactions, Super Micro improperly 

recorded revenue upon shipment from its own facility but prior to customer delivery or, in a few 

instances, before the goods even left its facility. Recognizing the revenue was not in conformity 

with GAAP.

Improper Recognition of Revenue Upon Shipment of Goods Without Customer Authorization

13. Super Micro—at the end of quarters—shipped goods on multiple occasions prior to 

the delivery dates agreed with, or specified by, its customers in order to record and recognize the 

revenue prior to quarter-end. 

14. For example, at the end of FY 2017, Super Micro shipped product to a customer 

who had not wanted the goods delivered for another month. A few days after the shipment, the 

customer stated “Please reject this shipment . . . Why are you shipping this now?” In response, the 

Super Micro salesperson requested “Can you please help to approve this shipment to help with our 
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quarter end? I was instructed by our management to push all the orders out before our quarter end 

which is also our year end. . . . we will just need your special support for this time.” The customer 

again rejected the request. Nevertheless, the revenue was improperly recognized at the time of

shipment.

15. Similarly, on the last day of FY 2017, Super Micro shipped more than $278,000 of 

goods to a customer. In the days preceding the shipment, Super Micro employees repeatedly asked 

the customer to allow the goods to ship, although the employees understood that the customer did 

not have space for the goods. Ultimately, the customer instructed Super Micro not to ship out the 

goods until early July 2017. A Super Micro employee, however, informed the customer that the 

goods had already been shipped and Super Micro improperly recorded the revenue in the fourth 

quarter of FY 2017.

16. In another example, at the end of the second quarter of FY 2017, a distributor 

customer indicated that over $250,000 of goods could not be shipped absent its authorization. A 

Super Micro employee still shipped the goods before quarter-end. The customer’s representative 

complained that “no one can command you to process [our] order w/o our permission.” Super 

Micro improperly recognized the revenue in the second quarter of FY 2017. 

17. Super Micro’s recognition of revenue when it shipped goods in contravention of 

customer instructions did not conform with GAAP. 

Improper Recognition of Revenue Upon Shipment to a Large Super Micro Customer Where the 

Parties’ Shipping Terms Required Revenue to Be Recognized Upon Delivery

18. From at least 2014 through 2017, purchase orders submitted by a large Super Micro 

customer specified “FOB Destination” as the shipping terms. Sales with FOB Destination 

shipping terms are not realized or earned until delivery has occurred at the customer-designated 

location and title to the goods has passed to the customer. Super Micro, however, improperly 

recorded revenue upon shipment to the customer.

19. Many shipments to this customer occurred near the end of quarters. During most 

quarters over the relevant period, Super Micro’s employees sent emails to the customer’s 

employees, purporting to change the shipping terms to “ex works”, which generally means that the 

goods and title would pass to the customer when picked up at Super Micro’s warehouse. The 

emails purporting to change the shipping terms, however, were often sent to the customer after the 

goods had been shipped and the quarter had ended. Indeed, in many instances, the purported 

change in terms occurred after the customer had already received the goods—i.e., after the 

question of who would bear the risk of loss while the goods were in transit was moot. 

20. In addition, on one occasion a lower-level sales employee fabricated an email 

purporting to be from this customer, stating that Super Micro could use “ex works” shipping terms 

for open, current and future orders. The email was used by Super Micro to recognize revenue upon 

shipment during several periods. 
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21. In addition to these problems with the timing, and authenticity, of emails purporting 

to change shipping terms, the emails were insufficient to override the customer’s purchase order 

terms and conditions and allow for both the transfer of title and risk of loss at the point of shipment

under GAAP. For all of these reasons, revenue should not have been recognized upon shipment.

22. From FY 2015 through FY 2017, Super Micro prematurely recognized more than 

$45 million in revenue in connection with sales to this customer. 

Improper Recognition of Revenue Before Obtaining Customer Acceptance

23. A number of Super Micro’s agreements with customers included acceptance 

clauses, meaning that customer acceptance was a condition of the customer’s obligation to pay for 

the goods. Under GAAP, revenue is considered to be earned when the seller has substantially 

accomplished what it must do to be entitled to the revenue. Accordingly, where an agreement 

contains a substantive customer acceptance clause, permitting customers to return the goods if they 

did not meet the customer’s specifications, revenue generally should not be recognized until Super 

Micro received confirmation of customer acceptance, the customer acceptance provision lapsed,

or, alternatively, Super Micro received payment from the customer.

24. Super Micro’s internal accounting control for tracking customers with acceptance 

clauses, and for determining whether those clauses had been satisfied, was lacking for two reasons. 

First, Super Micro had no adequate process to identify customers with acceptance clauses. 

Acceptance clauses included in purchase orders or other transactional documents that evidenced 

the arrangements that Super Micro had with its customers were identified on an ad hoc basis by 

operations and sales employees who did not receive proper training or guidance on this topic. 

Second, even in instances where Super Micro was aware of customer acceptance provisions, the 

determination of whether the condition was satisfied was reached haphazardly. The decision was 

typically based on discussions between members of the finance group and sales personnel who did 

not receive any relevant training from Super Micro. As a result, Super Micro recognized revenue 

in connection with numerous sales before it received customer acceptance. 

Improper Recognition of Revenue Upon Shipment of Goods That Were Incomplete or MisAssembled

25. Super Micro also improperly recognized revenue for products that it sold where 

employees knew the goods were incomplete or mis-assembled at the time of shipment. The goods 

were shipped to customers at the end of quarters and Super Micro improperly recognized the 

revenue before quarter-end. 

26. For example, at the end of FY 2016, Super Micro prematurely recognized $384,000 

of revenue, while failing to ship certain products that were part of the customer’s purchase order. 

In an email sent several months later concerning shipment of the missing parts, a Super Micro 

employee explained “[d]ue to time constraint to meet June’16 year-end revenue target” certain 

goods were not originally shipped. The employee went on to explain that “if we ship the accessory 

package [that the customer had ordered], we would miss the June year-end revenue.” 
7

27. In a second example, Super Micro sent a $4 million order to a new customer 

towards the end of the same quarter. While the goods were in transit, the customer informed Super 

Micro that the product included a wrong component. As a result of the error, the products were 

shipped to a warehouse where they remained until Super Micro corrected the error. Super Micro 

employees were required to spend significant time and effort over the following nearly two months 

to resolve the issue. Nevertheless, Super Micro recognized the sale at the end of FY 2016. 

28. In another instance, Super Micro wanted to ship goods to a customer at the end of 

the second quarter of FY 2016. However, Super Micro was unable to get all of the units to 

function properly before quarter end. In order to recognize the revenue in the second quarter of FY 

2016, a Super Micro sales employee instructed Super Micro employees to put green stickers on 

eight mis-assembled units. At the time of shipment, the sales employee knew that Super Micro 

might have to take back and repair or replace the tagged units.

29. Because Super Micro had not satisfied all of the necessary elements to recognize 

revenue under GAAP, Super Micro prematurely recognized revenue in these and other similar 

circumstances. 

Improper Recognition of Revenue Upon Shipment to a Large Super Micro Distributor 

30. Super Micro had a distributor customer to which it sold hundreds of millions of 

dollars in products from FY 2015 to FY 2017. The distributor, however, was consistently unable 

to pay within its payment terms—its payables were often many months past due. Super Micro 

received information on multiple occasions that the distributor’s ability to pay was tied to its 

receipt of funds from its own customers (i.e., end-customers).

31. Numerous Super Micro employees, including executives, were aware of the 

distributor’s delayed payments and the fact that the distributor could not pay Super Micro until it 

sold the products to end-customers and received payment from those customers. 

32. In light of these facts, under GAAP, Super Micro was required to recognize revenue 

when it received payments from its distributor customer. Super Micro, however, prematurely

recognized more than $150 million in total revenue at the time of shipment from FY 2015 through 

FY 2017.

Improper Recognition of Revenue While Holding Customers’ Bills of Lading

33. Super Micro improperly recognized revenue while holding certain customers’ bills 

of lading. When Super Micro shipped goods to certain countries—primarily Russia and other 

Eastern European countries—Super Micro requested that the freight forwarders return the bills of 

lading to it. Super Micro then held the bills of lading until it received payment (either partial or in 

full) from its customers.

34. A bill of lading is a shipping document that allows a customer to clear products

through customs. Absent a bill of lading, a customer ordinarily cannot take possession of the 

goods. Super Micro’s practice was meant to ensure that Super Micro was paid by customers that 

had not paid in advance. 
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35. In instances where Super Micro prevented customers from taking possession of 

goods until payment was received, revenue was not realized or realizable at the time of shipment

under GAAP. Accordingly, revenue should not have been recognized.

Failure to Properly Account for Extended Warranties

36. Super Micro offered its customers the ability to purchase extended warranties on its 

products. At times, these warranties were purchased separately from the cost of Super Micro 

products and listed separately on invoices. With respect to certain types of products sold by Super 

Micro, however, customers received an extended warranty covering periods ranging from one to 

five years beyond the standard warranty, the cost for which was built into the price of the hardware 

products purchased. These warranties were not explicitly listed in the invoice, purchase order or 

any other documents provided to accounting.

37. Until 2015, Super Micro did not have any internal accounting control or process to 

identify products that included embedded warranties. Salespeople and members of the operations 

team did not receive training on how to identify embedded warranties. 

38. Under GAAP, companies must account for revenue as earned, which for extended 

warranties is ratably over the duration of the warranty term. Super Micro, instead, recognized all 

of the extended warranty revenue upfront. Accordingly, Super Micro prematurely recognized all 

revenue from embedded extended warranties at the time of sale.

B. Super Micro Understated Certain Expenses

Misuse of Cooperative Marketing Funds 

39. Super Micro’s customers often were entitled to cooperative, or “co-op”, marketing 

funds based on their purchases of product from Super Micro. As Super Micro stated in its SEC 

filings, as well as in its internal written policies, these funds were to be used for co-op marketing 

activities undertaken by Super Micro’s customers. The customers were entitled to receive 

reimbursement for a portion of the cost of these activities. 

40. At the time of each sale to customers who were entitled to receive co-op marketing 

funds, Super Micro accrued a liability and recorded an offsetting debit to contra revenue and

marketing expense. These liabilities were to pay for future marketing activities that customers 

would perform. In reality, however, Super Micro improperly reduced the liabilities to avoid 

recognizing a variety of expenses unrelated to marketing. 

41. Super Micro used co-op marketing funds, without customer approval, for a variety 

of purposes unrelated to marketing. For instance, Super Micro misused these funds to (a) pay 

shipping costs that were the responsibility of Super Micro; (b) pay to store goods at third-party 

facilities when customers were not prepared or willing to accept the goods before quarter-end; (c) 

recoup Super Micro losses in connection with goods that had been returned by customers (e.g., in 

instances where the replacement products were more expensive); (d) pay for product repair costs 

requested by customers that had extended warranties; (e) pay for Christmas gifts given to 
9

customers; (f) cover customer short-pays (i.e., instances where invoices were not paid in full); and 

(g) pay for installation services that Super Micro performed for its customers. 

42. In using co-op marketing funds for purposes unrelated to marketing, Super Micro 

understated its expenses and liabilities. Specifically, Super Micro should have recorded expenses

when it incurred costs unrelated to marketing. Instead, Super Micro reduced its co-op marketing 

liability account and did not record any expense. 

43. Separately, in connection with one of its vendor’s co-op marketing programs (under 

which Super Micro was entitled to receive co-op marketing funds), Super Micro employees 

submitted claims for approximately $660,000 to which Super Micro was not entitled. As a result 

of this conduct, Super Micro understated its expenses and overstated its income from at least FY 

2013 through FY 2015.

Overvaluation of Inventory 

44. Super Micro engaged in two additional practices over the course of several years 

that systemically overstated inventory and understated expenses in Super Micro’s books and 

records and publicly reported financial statements. First, Super Micro failed to reduce inventory 

and record a research and development expense when its engineers used inventory for internal 

purposes, as was required by GAAP. Second, Super Micro improperly continued to keep 

inventory on its books that had been provided to customers for testing purposes even when those 

products were never returned, as well as instances where it shipped items as replacement products 

to its customers. These practices resulted in an understatement of cost of sales and overstatement 

of gross profit. 

C. Super Micro’s Material Weaknesses

45. On May 17, 2019, Super Micro filed its FY 2017 Form 10-K. In that filing, the 

company disclosed numerous material weaknesses in its Internal Control over Financial Reporting. 

These material weaknesses prevented Super Micro from recording transactions as necessary to 

permit the preparation of financial statements in conformity with GAAP.

46. The company’s material weaknesses included:

a. Aggressively focusing on quarterly revenue without sufficient focus on 

compliance;

b. A failure by senior management to establish and promote a control 

environment with an appropriate tone of compliance and control 

consciousness throughout the entire company;

c. An inappropriate tone at the top; and

d. A failure to hire personnel who had appropriate levels of knowledge and 

experience or to provide adequate training to its personnel.
10

D. Super Micro was Required to Restate Years’ Worth of Financial Statements Included 

in Commission Filings 

47. On August 3, 2017, Super Micro filed a Form 8-K with the Commission, 

announcing its operating and financial results for the fourth quarter of FY 2017. Several weeks 

later, Super Micro announced that it would be unable to file its FY 2017 Form 10-K on time and, 

on September 15, 2017, it disclosed that it was performing an audit committee review to permit its 

auditor to complete its audit of the financial statements. In November 2018, Super Micro 

determined that its previously filed financial statements from FYs 2015 through 2017 could not be 

relied upon. Super Micro did not file any annual or quarterly reports from the time it filed its Form 

10-Q for the third quarter of FY 2017 until May 2019, when Super Micro filed its FY 2017 Form 

10-K. 

48. As a result of Super Micro’s inability to file any financial statements for nearly two 

years, the company’s stock was suspended from trading on the NASDAQ Stock Market and then

de-listed.

49. In May 2019, Super Micro filed its Form 10-K for the year ended June 30, 2017 

and amended its Form 10-Q filings to restate its financial statements for the first three quarters of 

fiscal 2017. The FY 2017 Form 10-K also restated the financial statements for fiscal years 2015 

and 2016. The restatements substantially impacted the company’s revenue/net sales, gross profits, 

operating income and net income previously recorded in its books and records and previously 

reported in its filings with the Commission. 

50. Since discovering and correcting these financial statement errors, Super Micro

improved its internal controls and reorganized its management team. In January 2020, Super 

Micro’s stock was relisted on the Nasdaq Global Market.

51. The net effects of Super Micro’s restatement are outlined in the charts below.3 

 

3 The “net” effects represent the impact when reporting all errors in their proper periods. 

The gross effects of Super Micro’s errors in any individual period are substantially larger, as

revenue that was improperly and prematurely recognized in one period was corrected and 

recognized in later periods. 
11

FY 2015 (ending 6/30/2015) (in 000s)

As Reported As Restated % Change

Net Sales 1,991,155 1,954,353 (1.88%)

Income from 

Operations

146,746 132,646 (10.63%)

FY 2016 (ending 6/30/2016) (in 000s)

As Reported As Restated % Change

Net Sales 2,215,573 2,225,022 0.42%

Income from 

Operations

106,850 107,491 0.60%

2017 (ending 6/30/2017) (in 000s)

As Reported4 As Restated % Change

Net Sales 2,529,915 2,484,929 (1.81%)

Income from 

Operations

101,877 94,875 (7.38%)

Super Micro’s Remedial Efforts

52. In determining to accept the Offer, the Commission considered remedial acts 

undertaken by Respondent. 

Violations

53. As a result of the conduct described above, Super Micro violated Section 17(a)(2) 

and (3) of the Securities Act, which prohibit any person from directly or indirectly obtaining 

money or property by means of any untrue statement of a material fact or any omission to state a 

material fact necessary in order to make the statements made, in light of the circumstances under 

which they were made, not misleading, or engaging in any transaction, practice, or course of 

business which operates or would operate as a fraud or deceit upon the purchaser, in the offer or 

sales of securities.

54. As a result of the conduct described above, Super Micro also violated Section 13(a) 

of the Exchange Act and Rules 12b-20, 13a-1, 13a-11 and 13a-13 thereunder, which require issuers 

to file accurate annual, current and quarterly reports, which include such further information as 

may be necessary to make the required statements not misleading.

 

4 The FY 2017 reported amounts include fourth quarter FY 2017 net sales and income 

from operations reported in Super Micro’s Form 8-K filed on August 3, 2017.
12

55. As a result of the conduct described above, Super Micro also violated Section 

13(b)(2)(A) of the Exchange Act, which requires an issuer to make and keep books, records, and 

accounts which, in reasonable detail, accurately and fairly reflect the issuer’s transactions and 

disposition of assets.

56. As a result of the conduct described above, Super Micro also violated Section 

13(b)(2)(B) of the Exchange Act, which requires an issuer to devise and maintain a system of 

internal accounting controls sufficient to provide reasonable assurances that: transactions are 

executed in accordance with management’s general and specific authorization; transactions are

recorded as necessary to permit preparation of financial statements in conformity with GAAP or 

any other criteria applicable to such statements, and to maintain accountability for assets; access to 

assets is permitted only in accordance with management’s general or specific authorization; and 

the recorded accountability for assets is compared with the existing assets at reasonable intervals 

and appropriate action is taken with respect to any differences.

IV.

In view of the foregoing, the Commission deems it appropriate to impose the sanctions 

agreed to in Respondent Super Micro’s Offer.

Accordingly, it is hereby ORDERED that:

A. Pursuant to Section 8A of the Securities Act and Section 21C of the Exchange Act, 

Respondent Super Micro 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. 

B. Respondent shall, within 10 days of the entry of this Order, pay a civil money 

penalty in the amount of $17,500,000.00 to the Securities and Exchange Commission. If timely 

payment is not made, additional interest shall accrue pursuant to 31 U.S.C. §3717. 

Payment must be made in one of the following ways: 

(1) Respondent may transmit payment electronically to the Commission, which 

will provide detailed ACH transfer/Fedwire instructions upon request;

(2) Respondent may make direct payment from a bank account via Pay.gov 

through the SEC website at http://www.sec.gov/about/offices/ofm.htm; or 

(3) Respondent may pay by certified check, bank cashier’s check, or United 

States postal money order, made payable to the Securities and Exchange 

Commission and hand-delivered or mailed to: 

Enterprise Services Center

Accounts Receivable Branch

HQ Bldg., Room 181, AMZ-341
13

6500 South MacArthur Boulevard

Oklahoma City, OK 73169

Payments by check or money order must be accompanied by a cover letter identifying 

Super Micro Computer, Inc. as a Respondent in these proceedings, and the file number of these 

proceedings; a copy of the cover letter and check or money order must be sent to Lisa Deitch,

Division of Enforcement, Securities and Exchange Commission, 100 F St., NE, Washington, DC 

20549-5010. 

C. Pursuant to Section 308(a) of the Sarbanes-Oxley Act of 2002, a Fair Fund is 

created for the penalties referenced in paragraph IV.B above. Amounts ordered to be paid as civil 

money penalties pursuant to this Order shall be treated as penalties paid to the government for all 

purposes, including all tax purposes. To preserve the deterrent effect of the civil penalty, 

Respondent agrees that in any Related Investor Action, it shall not argue that it is entitled to, nor 

shall it benefit by, offset or reduction of any award of compensatory damages by the amount of any 

part of Respondent’s payment of a civil penalty in this action ("Penalty Offset"). If the court in any 

Related Investor Action grants such a Penalty Offset, Respondent agrees that it shall, within 30 

days after entry of a final order granting the Penalty Offset, notify the Commission's counsel in this 

action and pay the amount of the Penalty Offset to the Securities and Exchange Commission. Such 

a payment shall not be deemed an additional civil penalty and shall not be deemed to change the 

amount of the civil penalty imposed in this proceeding. For purposes of this paragraph, a "Related 

Investor Action" means a private damages action brought against Respondent by or on behalf of 

one or more investors based on substantially the same facts as alleged in the Order instituted by the 

Commission in this proceeding.

By the Commission.

Vanessa A. Countryman

Secretary