The following discussion of our financial condition and results of operations
should be read together with the financial statements and related notes that are
included elsewhere in this quarterly report. In addition to historical
consolidated financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the
forward-looking statements. Factors that could cause or contribute to these
differences include those discussed below and elsewhere in this quarterly
report, particularly in Note 10 "Commitments and Contingencies" to our
consolidated financial statements and Part II "Other Information", Item 1-Legal
Proceedings and 1A-Risk Factors, in this report.

Overview



We develop technology platforms for high-capacity distributed Internet access,
unified information technology, and consumer electronics for professional, home
and personal use. We categorize our solutions into three main categories: high
performance networking technology for enterprises, service providers and
consumers. We target the enterprise and service provider markets through our
highly engaged community of service providers, distributors, value added
resellers, webstores, systems integrators and corporate IT professionals, which
we refer to as the Ubiquiti Community. We target consumers through digital
marketing, including through our webstores, retail chains and, to a lesser
extent, the Ubiquiti Community.

In addition to Mr. Pera, our founder, Chairman of the Board and Chief Executive
Officer, who is central to our business, the majority of our human capital
resources consist of entrepreneurial and de-centralized research and development
("R&D") personnel. We do not

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employ a traditional direct sales force, but instead drive brand awareness
through online reviews and publications, our website, our distributors and our
user community where customers can interface directly with our R&D, marketing,
and support teams. Our technology platforms were designed from the ground up
with a focus on delivering highly-advanced and easily deployable solutions that
appeal to a global customer base.

We offer a broad and expanding portfolio of networking products and solutions
for operator-owners of wireless internet services ("WISPs"), enterprises and
smart homes. Our operator-owner service-provider-product platforms provide
carrier-class network infrastructure for fixed wireless broadband, wireless
backhaul systems and routing and the related software for WISPs to easily
control, track and bill their customers. Our enterprise product platforms
provide wireless LAN ("WLAN") infrastructure, video surveillance products,
switching and routing solutions, security gateways, door access systems, and
other complimentary WLAN products along with a unique software platform, which
enables users to control their network from one simple, easy to use software
interface. Our consumer products are targeted to the smart home and highly
connected consumers. We believe that our products are differentiated due to our
proprietary software, firmware expertise, and hardware design capabilities.

We distribute our products through a worldwide network of over 100 distributors and online retailers and direct to customers through our webstores.



COVID-19 Update - The 2019 novel coronavirus (COVID-19), which the World Health
Organization ("WHO") characterized as a pandemic in March 2020, continues to
disrupt global economies, and has spread to the major markets in which we
operate, including the United States, Asia, Europe and South America. The
COVID-19 pandemic has resulted in significant governmental measures being
implemented to control the spread of the virus, including, among others,
restrictions on travel, stay-at-home orders or work remote or from home
conditions in many of the locations where we have offices. We have taken and
will continue to take precautionary measures intended to help minimize the risk
of COVID-19 to our employees. While we have not yet experienced a significant
disruption to the productivity of our employees as a result of the COVID-19
pandemic, if the stay-at-home orders or work remote or from home conditions in
any of our facilities continue for an extended period of time, or if an outbreak
occurs in any of our facilities, we may, among other issues, experience delays
in product development, a decreased ability to support our customers,
disruptions in sales and an overall lack of productivity. We have experienced a
disruption in our supply chain and production as a result of the COVID-19
related restrictions and the global shortage of components. The current
environment has impacted our suppliers' ability to manufacture or provide key
components or services, and we have incurred, and continue to incur, additional
cost to expedite deliveries of components and services. For example, in fiscal
2022, and the first quarter of fiscal 2023, we experienced reduced availability
for certain components (including the chipsets) used to manufacture our
products, which has impacted, and we expect will continue to impact our ability
and costs to manufacture our products. These supply shortages have resulted in
increased component delivery lead times and increased costs to obtain
components, particularly the chipsets, and may result in delays in product
production, which shortages may be further exacerbated by increasing global
shipping lead times and delays. We do not stockpile sufficient components,
particularly the chipsets, to cover the time it would take to re-engineer our
products to replace the chipsets used to manufacture our products. While we are
continuing to work closely with our suppliers and contract manufacturers to
minimize the potential adverse impacts of the supply shortage, there are many
companies seeking to purchase the limited supply of chipsets and other
components, many of which have greater resources and larger market share than we
have, which may limit the effectiveness of our efforts. We expect that shortages
of chipsets and other components will continue and may have an adverse impact on
our ability to manufacture our products and meet demand for our products. The
extent to which the COVID-19 pandemic and the global availability of components
impacts our business going forward will depend on numerous evolving factors we
cannot reliably predict, including further disruptions to our supply chain,
reductions in demand due to disruptions in the operations of our customers or
their end customers, disruptions in local and global economies, volatility in
the global financial markets, overall reductions in demand, restrictions on the
export or shipment of our products or other COVID-19-related events. This
uncertainty also affects management's accounting estimates and assumptions,
which could result in greater variability in a variety of areas that depend on
these estimates and assumptions. Refer to "Part II - Item IA. Risk Factors" for
a discussion of these factors and other risks.

Recent Developments



Russia-Ukraine Military Conflict - We are monitoring the military conflict
between Russia and Ukraine, escalating tensions in surrounding countries, and
associated economic sanctions. While the impact on our operations in Ukraine and
its surrounding countries has not been material to our business or results of
operations as of the date hereof, the full impact of the military conflict on
our business and results of operations remains uncertain. The extent to which
the conflict may impact our business or results of operations in future periods
will depend on future developments, including the severity and duration of the
conflict, its impact on regional and global economic conditions, as well as its
impact on surrounding countries, including its impact on our operations in
Ukraine and its surrounding countries, and its impact on global supply chains.
Refer to "Part II - Item IA. Risk Factors" for a discussion of these factors and
other risks.

China-Taiwan Tensions - We are monitoring the escalating tensions between China
and Taiwan, and associated tensions between the U.S. and China. While the impact
on our operations in Taiwan has not been material to our business or results of
operations as of the date hereof, the full impact of the escalating tensions and
potential military conflict on our business and results of operations remains
uncertain. The extent to which the conflict may impact our business or results
of operations in future periods will depend on future

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developments, including the severity and duration of the conflict, its impact on
regional and global economic conditions, as well as its impact on China-U.S.
relations, including its impact on our operations in Taiwan, and its impact on
global supply chains. Refer to "Part II - Item IA. Risk Factors" for a
discussion of these factors and other risks.

Key Components of Our Results of Operations and Financial Condition

Revenues

We operate our business as one reportable and operating segment. Further information regarding Segments can be found in Note 15 to our consolidated financial statements. Our revenues are derived principally from the sale of networking hardware. Because we have historically included implied post-contract customer support ("PCS") free of charge in many of our arrangements, we attribute a portion of our systems revenues to this implied PCS.

We classify our revenues into two primary product categories: Enterprise Technology and Service Provider Technology.



•Enterprise Technology includes our UniFi platforms, including UniFi Network
Wi-Fi, switching and routing solutions, UniFi Protect, UniFi Access, UniFi-Talk
and our AmpliFi platform.

•Service Provider Technology includes our airMAX, EdgeMAX, UFiber, and airFiber
platforms, as well as embedded radio products and other 802.11 standard products
including base stations, radios, backhaul equipment and CPE. Additionally,
Service Provider Technology includes antennas and other products primarily in
the 0.9 to 6.0 GHz spectrum and miscellaneous products such as mounting
brackets, cables and power over Ethernet adapters.

We sell our products and solutions globally to enterprises and service providers
primarily through our extensive network of distributors, and, to a lesser
extent, through direct sales through our webstores. Sales to distributors
accounted for 61% of our revenues during the three months ended September 30,
2022. Direct sales accounted for 39% of our revenue during the three months
ended September 30, 2022.

Cost of Revenues



Our cost of revenues is comprised primarily of the costs of procuring finished
goods from our contract manufacturers and certain key components that we consign
to certain of our contract manufacturers. In addition, cost of revenues includes
labor and other costs which include salary, benefits and stock-based
compensation, in addition to costs associated with tooling, testing and quality
assurance, warranty costs, logistics costs, tariffs and excess and obsolete
inventory write-downs.

We currently operate warehouses located in the U.S., Europe and Asia Pacific. In
addition, we outsource other logistics warehousing and order fulfillment
functions located in China and to a lesser extent in other countries. We also
evaluate and utilize other vendors for various portions of our supply chain from
time to time. Our operations organization consists of employees and consultants
engaged in the management of our contract manufacturers, new product
introduction activities, logistical support and engineering.

Gross Profit



Our gross profit has been, and may in the future be, influenced by several
factors including changes in product mix, target end markets for our products,
channel inventory levels, tariffs, pricing due to competitive pressure,
production costs and global demand for electronic components. Although we
procure and sell our products mostly in U.S. dollars, our contract manufacturers
incur many costs, including labor costs, in other currencies. To the extent that
the exchange rates move unfavorably for our contract manufacturers, they may try
to pass these additional costs on to us, which could have a material impact on
our future average selling prices and unit costs. In June 2018, the Office of
the United States Trade Representative announced new proposed tariffs for
certain products imported into the U.S. from China. The vast majority of our
products that are imported into the U.S. from China are currently subject to
tariffs that range between 7.5% and 25%. These tariffs have already affected our
operating results and margins. For so long as such tariffs are in effect, we
expect it will continue to affect our operating results and margins. As a
result, our historical and current gross profit margins may not be indicative of
our gross profit margins for future periods. Refer to "Part II-Item 1A. Risk
Factors-Risks Related to Our International Operations-Our business may be
negatively affected by political events and foreign policy responses" for
additional information.

Operating Expenses

We classify our operating expenses as research and development and sales, general and administrative expenses.

•Research and development expenses consist primarily of salary and benefit expenses, including stock-based compensation, for


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employees and costs for contractors engaged in research, design and development
activities, as well as costs for prototypes, licensed or purchased intellectual
property, facilities and travel. Over time, we expect our research and
development costs to increase as we continue making significant investments in
developing new products in addition to new versions of our existing products.

•Sales, general and administrative expenses include salary and benefit expenses,
including stock-based compensation, for employees and costs for contractors
engaged in sales, marketing and general and administrative activities, as well
as the costs of legal expenses, trade shows, marketing programs, promotional
materials, bad debt expense, professional services, facilities, general
liability insurance and travel. As our product portfolio and targeted markets
expand, we may need to employ different sales models, such as building a
traditional direct sales force. These sales models would likely increase our
costs. Over time, we expect our sales, general and administrative expenses to
increase in absolute dollars due to continued growth in headcount, expansion of
our efforts to register and defend trademarks and patents and to support our
business and operations.

Provisions for Income Taxes

We use the asset and liability method to account for income taxes. Significant
management judgment is required in determining the provision for income taxes,
deferred tax assets and liabilities and any valuation allowance recorded against
net deferred tax assets. In preparing the consolidated financial statements, we
are required to estimate income taxes in each of the jurisdictions in which we
operate. We must assess such potential exposures and, where necessary, provide a
reserve to cover any expected loss. To the extent that we establish a reserve,
the provision for income taxes would be increased. If we ultimately determine
that payment of these amounts is unnecessary, we reverse the liability and
recognize a tax benefit during the period in which we determine that the
liability is no longer necessary. We record an additional charge in our
provision for taxes in the period in which we determine that tax liability is
greater than our original estimate. We recognize interest and penalties related
to unrecognized tax benefits on the income tax expense line in the accompanying
consolidated statement of operations and comprehensive income. Refer to "Part
II-Item 1A. Risk Factors-Risks Related to Regulatory, Legal and Tax
Matters-Changes in applicable tax regulations could negatively affect our
financial results" for additional information.

Critical Accounting Policies



We prepare our consolidated financial statements in accordance with accounting
principles generally accepted in the United States of America ("GAAP"). In many
cases, the accounting treatment of a particular transaction is specifically
dictated by GAAP and does not require management's judgment in its application.
In other cases, management's judgment is required in selecting among available
alternative accounting standards that provide for different accounting treatment
for similar transactions. The preparation of consolidated financial statements
also requires us to make estimates and assumptions that affect the amounts we
report as assets, liabilities, revenues, costs and expenses and affect the
related disclosures. We base our estimates on historical experience and other
assumptions that we believe are reasonable under the circumstances. In many
instances, we could reasonably use different accounting estimates, and in some
instances changes in the accounting estimates are reasonably likely to occur
from period to period. Accordingly, our actual results could differ
significantly from the estimates made by our management. To the extent that
there are differences between our estimates and actual results, our future
financial statement presentation, financial condition, results of operations and
cash flows will be affected. Our critical accounting policies are discussed in
our Annual Report, filed with the SEC on August 26, 2022, and there have been no
material changes other than that have been disclosed in Note 2 to our
consolidated financial statements herein. Additionally, as the COVID-19 pandemic
continues to develop and supply chain constraints on the global supply of
components, particularly the chipsets, we use to manufacture our products
persists, many of our estimates could require increased judgment and carry a
higher degree of variability and volatility. As events continue to evolve our
estimates may change materially in future periods. We believe that the
accounting policies discussed in our Annual Report, are critical to
understanding our historical and future performance, as these policies relate to
the more significant areas involving management's judgments and estimates.

Results of Operations

Comparison of Three Months Ended September 30, 2022 and 2021


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Three Months Ended September 30,


                                                                   2022                                      2021
                                                                        (In thousands, except percentages)
Revenues                                          $      498,083                 100  %        $ 458,914                 100  %
Cost of revenues (1)                                     326,715                  66  %          249,451                  54  %
Gross profit                                             171,368                  34  %          209,463                  46  %
Operating expenses:
Research and development (1)                              32,659                   7  %           32,051                   7  %
Sales, general and administrative (1)                     16,696                   3  %           15,714                   3  %

Total operating expenses                                  49,355                  10  %           47,765                  10  %
Income from operations                                   122,013                  24  %          161,698                  35  %
Interest expense and other, net                          (10,651)                 (2  %)          (3,815)                 (1  %)
Income before income taxes                               111,362                  22  %          157,883                  34  %
Provisions for income taxes                               18,180                   4  %           25,733                   6  %
Net income                                        $       93,182                  18  %        $ 132,150                  29  %
(1)  Includes stock-based compensation as
follows:
Cost of revenues                                              11                                      22
Research and development                                     769                                     570
Sales, general and administrative                            268                                     218
Total stock-based compensation                    $        1,048                               $     810


Revenues

Total revenues increased $39.2 million, or 9%, from $458.9 million in the three months ended September 30, 2021 to $498.1 million in the three months ended September 30, 2022.



The increase in revenues was primarily driven by our Enterprise Technology
platform. The revenue from the Service Provider Technology platform declined
when compared to the comparable prior year period. While revenues increased, our
revenues continue to be negatively impacted by our inability to fulfill demand
due to the global component supply shortage. Revenues also continue to be
impacted by our ability to build products across all platforms as we are
allocated available components to certain products.

Revenues by Product Type

                                               Three Months Ended September 30,
                                                2022                               2021
                                              (in thousands, except percentages)
Enterprise technology                 426,298                    86  %      346,773        76  %
Service Provider Technology   $        71,785                    14  %    $ 112,141        24  %
Total revenues                $       498,083                   100  %    $ 458,914       100  %


Enterprise Technology revenue increased $79.5 million, or 23%, from $346.8 million in the three months ended September 30, 2021 to $426.3 million in the three months ended September 30, 2022.

The increase in Enterprise Technology revenue during the three months ended September 30, 2022 as compared to the same period in the prior year, was primarily due to product expansion and further adoption of our UniFi technology platform across all regions.



Service Provider Technology revenue decreased $40.3 million, or 36%, from $112.1
million in the three months ended September 30, 2021 to $71.8 million in the
three months ended September 30, 2022.

The decrease in Service Provider Technology revenue during the three months ended September 30, 2022 as compared to the same period in the prior year, was primarily due to decreased revenue in all regions across all the platforms.

Revenues by Geography



We have determined the geographical distribution of our product revenues based
on our customers' ship-to destinations. A majority of our sales are to
distributors who either sell to resellers or directly to end customers, who may
be located in different countries than the

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initial ship-to destination. The following are our revenues by geography for the
three months ended September 30, 2022 and 2021 (in thousands, except
percentages):

                                                                    Three Months Ended September 30,
                                                               2022                                      2021
                                                                   (in thousands, except percentages)
North America(1)                              $       225,713                  45  %       $ 209,073                  46  %
Europe, the Middle East and Africa ("EMEA")           200,143                  40  %         172,643                  38  %
Asia Pacific                                           45,332                   9  %          42,939                   9  %
South America                                          26,895                   6  %          34,259                   7  %
Total revenues                                $       498,083                 100  %       $ 458,914                 100  %

(1) Revenue for the United States was $210.3 million and $190.6 million for the three months ended September 30, 2022 and 2021, respectively.

North America



Revenues in North America increased $16.6 million, or 8%, from $209.1 million in
the three months ended September 30, 2021 to $225.7 million in the three months
ended September 30, 2022.

The increase in North America revenues during the three months ended September 30, 2022 as compared to the same period in the prior year, was primarily due to increased revenue from Enterprise Technology products offset in part, by decreased revenue from our Service Provider Technology products.

Europe, the Middle East, and Africa (EMEA)

Revenues in EMEA increased $27.5 million, or 16%, from $172.6 million in the three months ended September 30, 2021 to $200.1 million in the three months ended September 30, 2022.



The increase in EMEA revenues during the three months ended September 30, 2022
as compared to the same period in the prior year, was primarily due to increased
revenue from Enterprise Technology products offset in part, by decreased revenue
from our Service Provider Technology products.

Asia Pacific



Revenues in the Asia Pacific region increased $2.4 million, or 6%, from $42.9
million in the three months ended September 30, 2021 to $45.3 million in the
three months ended September 30, 2022.

The increase in Asia Pacific revenues during the three months ended September 30, 2022 as compared to the same period in the prior year was primarily due to increased revenue from Enterprise Technology products offset in part, by decreased revenue from our Service Provider Technology products.

South America



Revenues in South America decreased $7.4 million, or 22%, from $34.3 million in
the three months ended September 30, 2021 to $26.9 million in the three months
ended September 30, 2022.

The decrease in South America revenues during the three months ended September 30, 2022 as compared to the same period in the prior year was primarily due to decreased revenue from Service Provider Technology products offset in part by increased revenue from Enterprise Technology products.

Cost of Revenues and Gross Profit

Cost of revenues increased $77.2 million, or 31%, from $249.5 million in the three months ended September 30, 2021 to $326.7 million in the three months ended September 30, 2022. The increase is primarily due to higher component costs and shipping costs.



Gross profit margin decreased to 34.4% in the three months ended September 30,
2022 compared to 45.6% in the three months ended September 30, 2021, primarily
driven by changes in product mix, higher component costs and shipping costs.

Operating Expenses

Research and Development

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Research and development ("R&D") expenses increased marginally by $0.6 million,
or 2%, from $32.1 million in the three months ended September 30, 2021 to $32.7
million in the three months ended September 30, 2022. As a percentage of
revenues, R&D expenses remained consistent at 7% for both periods.

Sales, General and Administrative



Sales, general and administrative ("SG&A") expenses increased $1.0 million, or
6%, from $15.7 million in the three months ended September 30, 2021 to $16.7
million in the three months ended September 30, 2022. As a percentage of
revenues, SG&A expenses remained consistent at 3% for both periods. The increase
in SG&A costs as compared to the comparable prior year period was primarily due
to higher webstore credit card processing fees and professional fees, offset in
part by lower marketing expenses.

Provision for Income Taxes



Our provision for income taxes decreased $7.5 million, or 29%, from $25.7
million for the three months ended September 30, 2021 to $18.2 million for the
three months ended September 30, 2022. Our effective tax rates were 16.3% for
both periods.

Our effective tax rates for the three months ended September 30, 2022 as
compared to the same period in the prior year was primarily driven by changes in
the mix of the income earned in various tax jurisdictions negated by an increase
in the Global Intangible Low-Taxed Income (GILTI) inclusion for the U.S. taxable
income. The increase in GILTI is primarily attributable to the mandatory
research and development capitalization rules under the 2017 Tax Cuts and Jobs
Act that went into effect for the Company's period ending September 30, 2022.

Liquidity and Capital Resources

Sources and Uses of Cash



Our principal source of liquidity are cash and cash equivalents, cash generated
by operations, the availability of additional funds under the Facilities and
short-term and long-term investments. We had cash and cash equivalents of $136.5
million and $136.2 million as of September 30, 2022 and June 30, 2022,
respectively.

Consolidated Cash Flow Data

The following table sets forth the major components of our consolidated statements of cash flows data for the periods presented:


                                                                      Three Months Ended September 30,
                                                                          2022                2021
                                                                               (In thousands)
Net cash provided by operating activities                             $   41,984          $ 100,938
Net cash (used in) investing activities                                   (8,662)            (2,990)
Net cash (used in) financing activities                                  (33,027)           (81,436)
Net increase in cash and cash equivalents                             $     

295 $ 16,512

Cash Flows from Operating Activities



Net cash provided by operating activities in the three months ended September
30, 2022 consisted primarily of net income of $93.2 million partially offset by
changes in operating assets and liabilities that resulted in net cash outflows
of $56.6 million. This net change consisted primarily of a $94.2 million
increase in inventory, a $27.9 million increase in accounts receivable, a $1.7
million increase prepaid expense and other assets, a $34.2 million increase in
net accounts payable and accrued liabilities, a $4.5 million increase in taxes
payable due to the timing of federal tax payments and a $30.4 million decrease
in vendor deposits.

Net cash provided by operating activities in the three months ended September
30, 2021 consisted primarily of net income of $132.2 million, partially offset
by changes in operating assets and liabilities that resulted in net cash
outflows of $38.7 million. This net change consisted primarily of a
$27.6 million increase in inventory, $20.3 million increase in vendor deposit,
$14.3 million increase in net accounts payable and accrued liabilities, a $1.6
million increase in accounts receivable, a $17.4 million increase in taxes
payable due to the timing of federal tax payments and a $17.7 million increase
in prepaid expense and other assets.

Cash Flows from Investing Activities


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We used $8.7 million of cash in investing activities during the three months
ended September 30, 2022. Our investing activities consisted primarily of $8.7
million of capital expenditures.

We used $3.0 million of cash in investing activities during the three months
ended September 30, 2021. Our investing activities consisted of $3.0 million of
capital expenditures, and $0.6 million purchase of investments partially offset
by maturities of investment securities of $0.6 million.

Cash Flows from Financing Activities



We used $33.0 million of cash in financing activities during the three months
ended September 30, 2022. During the three months ended September 30, 2022, we
used $36.3 million related to dividends paid on our common stock and received
$3.8 million (net) of funds under the Company's credit facilities.

We used $81.4 million of cash in financing activities during the three months
ended September 30, 2021. During the three months ended September 30, 2021, we
used $6.3 million of funds for repayments under the Company's credit facilities,
$36.8 million related to the repurchase of our common stock and $37.5 million
related to dividends paid on our common stock.

Liquidity



We believe our existing cash and cash equivalents, cash provided by operations
and the availability of additional funds under the Facilities will be sufficient
to meet our working capital, future stock repurchases, dividends, and capital
expenditure needs for the next twelve months, as well as long-term liquidity
requirements. However, this estimate is based on a number of assumptions that
may prove to be wrong and we could exhaust our available cash and cash
equivalents earlier than presently anticipated or need to rely more heavily on
the Facilities or other sources of liquidity to continue to meet our needs. Our
future capital requirements may vary materially from those currently planned and
will depend on many factors, including our rate of revenue growth, the timing
and extent of spending to support development efforts, the timing of new product
introductions, market acceptance of our products, the availability of additional
funds under the Facilities and overall economic conditions. The COVID-19
pandemic and resulting global disruptions have caused and may continue to cause
significant volatility in financial markets and the domestic and global economy.
This disruption can contribute to potential payment delays or defaults in our
accounts receivable, affect asset valuations resulting in impairment charges,
and affect the availability of financing credit as well as other segments of the
credit markets. For a further discussion of the uncertainties and business risks
associated with the COVID-19 pandemic, refer to "Part II-Item 1A. Risk Factors -
Risks Related to Our Business and Industry - Our contract manufacturers,
logistics centers and certain administrative and research and development
operations, as well as our customers and suppliers, are located in areas likely
to be subject to natural disasters, public health problems, military conflicts
and geopolitical tensions, which could adversely affect our business, results of
operations and financial condition" for additional information. We expect to
continue to maintain financing flexibility in the current market conditions.
However, due to the rapidly evolving global situation, it is not possible to
predict whether unanticipated consequences of the pandemic are reasonably likely
to materially affect our liquidity and capital resources in the future.

Warranties and Indemnifications



Our products are generally accompanied by a twelve to twenty-four month warranty
from date of purchase, which covers both parts and labor. Generally, the
distributor is responsible for the freight costs associated with warranty
returns, and we absorb the freight costs of replacing items under warranty. In
accordance with the Financial Accounting Standards Board's ("FASB's"),
Accounting Standards Codification ("ASC"), 450-20, Loss Contingencies, we record
an accrual when we believe it is reasonably estimable and probable based upon
historical experience. We record a provision for estimated future warranty work
in cost of goods sold upon recognition of revenues, and we review the resulting
accrual regularly and periodically adjust it to reflect changes in warranty
estimates.

We have entered and may in the future enter into standard indemnification
agreements with certain distributors as well as other business partners in the
ordinary course of business. These agreements may include provisions for
indemnifying the distributor, OEM or other business partner against any claim
brought by a third-party to the extent any such claim alleges that a Ubiquiti
product infringes a patent, copyright or trademark or violates any other
proprietary rights of that third-party. The maximum amount of potential future
indemnification is unlimited. The maximum potential amount of future payments we
could be required to make under these indemnification agreements is not
estimable.

We have agreed to indemnify our directors, officers and certain other employees
for certain events or occurrences, subject to certain limits, while such persons
are or were serving at our request in such capacity. We may terminate the
indemnification agreements with these persons upon the termination of their
services with us, but termination will not affect claims for indemnification
related to events occurring prior to the effective date of termination. The
maximum amount of potential future indemnification is unlimited. We have a
Directors and Officers insurance policy that limits our potential exposure for
our indemnification obligations to our directors, officers

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and certain other employees. We believe the fair value of these indemnification
agreements is minimal. We have not recorded any liabilities for these agreements
as of September 30, 2022.

Based upon our historical experience and information known as of the date of
this Quarterly Report on Form 10-Q, we do not believe it is likely that we will
have material liability for the above indemnities as of September 30, 2022.

Contractual Obligations and Off-Balance Sheet Arrangements



Our contractual obligations represent material expected or contractually
committed future payment obligations. We believe that we will be able to fund
these obligations through our existing cash and cash equivalents, cash generated
from operations and the availability of additional funds under the Facilities.

Purchase Obligations



We subcontract with third parties to manufacture our products and have purchase
commitments with key component suppliers. During the normal course of business,
our contract manufacturers procure components and manufacture products based
upon orders placed by us. If we cancel all or part of the orders, we may still
be liable to the contract manufacturers for the cost of the components purchased
by the subcontractors to manufacture our products. We periodically review the
potential liability, and as of September 30, 2022, we have recorded a purchase
obligation liability of $7.7 million related to component purchase commitments.
There have been no other significant liabilities for cancellations recorded as
of September 30, 2022. Our consolidated financial position and results of
operations could be negatively impacted if we were required to compensate the
contract manufacturers for any unrecorded liabilities incurred. We may be
subject to additional purchase obligations for supply agreements and components
ordered by our contract manufacturers based on manufacturing forecasts we
provide them each month. We estimate the amount of these additional purchase
obligations to range from $1,697.7 million to $2,362.8 million as of
September 30, 2022, depending upon the timing of orders placed for these
components by our contract manufacturers.

Transition Tax



We have obligations of $67.4 million as of September 30, 2022, related to
transition tax. Payment of these obligations are expected to be $16.9 million
for fiscal 2024, $22.5 million for fiscal 2025 and $28.0 million for fiscal
2026. These obligations are included within Income tax payable and Long-term
taxes payable on our consolidated balance sheets.

Other Obligations

We had other obligations of $6.7 million as of September 30, 2022, which consisted primarily of commitments related to raw materials and research and development projects.



Unrecognized Tax Benefits

As of September 30, 2022, we had $33.4 million of unrecognized tax benefits and
an additional $3.6 million for accrued interest, classified as non-current
liabilities. At this time, we are unable to make a reasonably reliable estimate
of timing of payments in individual years in connection with these tax
liabilities.

Recent Accounting Pronouncements

For a discussion of recent accounting pronouncements, refer to Note 2 to the consolidated financial statements.

Note About Forward-Looking Statements



When used in this Report, the words "anticipates," "believes," "could," "seeks,"
"estimates," "expects," "intends," "may," "plans" "potential," "predicts,"
"projects," "should," "will," "would" or similar expressions and negatives of
those terms are intended to identify forward-looking statements. These are
statements that relate to future periods and include statements about our future
results, sources of revenue, our dividend, our continued growth, our gross
margins, market trends, our product development, our introduction of new
products, technological developments, the features, benefits and performance of
our current and future products, the ability of our products to address a
variety of markets, the anticipated growth of demand for connectivity worldwide,
our growth strategies, future price reductions, our competitive status, our
dependence on our senior management and our ability to attract and retain key
personnel, dependency on and concentration of our distributors, our employee
relations, current and potential litigation, current or potential
indemnification liabilities, the effects of government regulations, the impact
of tariffs, the expected impact of taxes on our liquidity and results of
operations, our compliance with laws and regulations, our expected future
operating costs and expenses and expenditure levels for research and
development, selling, general and administrative expenses, fluctuations in

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operating results, fluctuations in our stock price, our payment of dividends,
our future liquidity and cash needs, and the adequacy of and our reliance on our
source of liquidity to meet such needs, our Facilities, future acquisitions of
and investments in complimentary businesses, the expected impact of various
accounting policies and rules adopted by the Financial Accounting Standards
Board and the impact of COVID-19 pandemic and the military conflict between
Russia and Ukraine on our business and results of operations. Forward-looking
statements are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. These risks and uncertainties
include, but are not limited to, the impact of U.S. tariffs on results of
operations, our ability to manage our growth, our ability to sustain or increase
profitability, demand for our products, our ability to compete, our ability to
rapidly develop new technology and introduce new products, our ability to
safeguard our intellectual property, trends in the networking industry and
fluctuations in general economic conditions, the impact of COVID-19 pandemic and
the military conflict between Russia and Ukraine on our business, results and
liquidity, volatility in our short-term investments, and the risks set forth
throughout this Report, including under Part II: "Other Information", Item 1,
"Legal Proceedings" and under Item 1A, "Risk Factors." These forward-looking
statements speak only as of the date hereof. Except as required by law, we
expressly disclaim any obligation or undertaking to release publicly any updates
or revisions to any forward-looking statements contained herein to reflect any
change in our expectations with regard thereto or any change in events,
conditions or circumstances on which any such statement is based.

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