Impact of COVID-19



The social and economic impact of the COVID-19 outbreak has continued since it
was declared a pandemic by the World Health Organization in March 2020. While
COVID-19 did not have a significant impact on our financial results in the third
quarter and the first nine months of fiscal 2022, it is difficult to accurately
predict the ultimate impact that COVID-19 will have on our future results from
operations, financial condition, liquidity and cash flows due to numerous
uncertainties, including the availability, distribution and adoption of the
vaccine, the applicability of government regulations related to the pandemic and
the vaccine (including vaccine mandates and mandatory testing requirements), the
duration and severity of the pandemic (including the spread of COVID-19
variants) and related containment measures. Our compliance with these measures
has impacted, and could continue to impact, our business and operations, as well
as those of our key customers, suppliers (including contract manufacturers) and
other counterparties, for an indefinite period of time. During this
unprecedented time, our priority has been to support our employees, customers,
partners and communities, while positioning Xilinx for the future. For example,
almost all of our employees have been working remotely since March 16, 2020. In
addition, employees of many of our customers are also working remotely, which
may delay the timing of some orders and deliveries expected in fiscal 2022.

As we continue to experience uncertainties and disruptions in connection with
COVID-19, it remains uncertain when we would eventually resume normal operations
in a post-pandemic environment. Uncertainties and disruptions caused by the
COVID-19 pandemic continue to affect the overall demand from customers and the
availability of supply chain, logistical services and component supply, which
may adversely impact our business and financial results. For example, recent
sharp increases in demand for semiconductor products, combined with the
pandemic's impacts, have resulted in a global shortage of manufacturing
capacities, increased lead times, inability to meet demand, and increased costs
in the semiconductor industry. As a result, we have experienced, and may
continue to experience, increases in the costs to manufacture our products and
may not be able to manufacture and deliver all orders placed by our customers
per their initial requested time. We will continue to closely monitor the
pandemic's associated effects, such as our ability to manage supply constraints
and our ability to collect receivables from those customers significantly
impacted by COVID-19. We are continuing to actively monitor changes in orders in
a given period likely to affect our revenues in future periods, particularly if
experienced on a sustained basis.

We currently expect that current cash and cash equivalent balances and cash flows that are generated from operations will be sufficient to meet our domestic and international working capital needs and other capital and liquidity requirements in the foreseeable future.

Critical Accounting Policies and Estimates



The methods, estimates and judgments we use in applying our most critical
accounting policies have a significant impact on the results we report in our
condensed consolidated financial statements. The SEC has defined critical
accounting policies as those that are most important to the portrayal of our
financial condition and results of operations and require us to make our most
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Based on this definition,
our critical accounting policies include: valuation of marketable securities,
which impacts losses on debt and equity securities when we record impairments;
revenue recognition, which impacts the recording of revenues; and valuation of
inventories, which impacts cost of revenues and gross margin. Our critical
accounting policies also include: the assessment of impairment of long-lived
assets, which impacts their valuation; the assessment of the recoverability of
goodwill, which impacts goodwill impairment; accounting for income taxes, which
impacts the provision or benefit recognized for income taxes, as well as the
valuation of deferred tax assets recorded on our condensed consolidated balance
sheet; and accounting for business combinations, which impacts the valuation of
tangible and intangible assets recognized and liabilities assumed. For
additional discussion, please refer to the information under the caption
"Critical Accounting Policies and Estimates" in "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" included in our
Form 10-K for the year ended April 3, 2021 filed with the SEC, and to "Note 2.
Recent Accounting Changes and Accounting Pronouncements" to our condensed
consolidated financial statements, included in Part I. "Financial Information."
We also have other key accounting policies that are not as subjective, and
therefore, their application would not require us to make estimates or judgments
that are as difficult, but which nevertheless could significantly affect our
financial reporting.

Due to the ongoing COVID-19 pandemic, there has been uncertainty and disruption
in the global economy and financial markets. While we are not currently aware of
any specific event or circumstance that would require an update to our estimates
or judgments or a revision of the carrying value of our assets or liabilities as
of January 1, 2022, these estimates may change as new events occur and
additional information is obtained. Actual results could differ materially from
these estimates under different assumptions or conditions.

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Table of Contents Results of Operations: third quarter and first nine months of fiscal 2022 compared to the third quarter and first nine months of fiscal 2021

The following table sets forth statement of income data as a percentage of net revenues for the periods indicated:


                                                            Three Months Ended                               Nine Months Ended
                                                  January 1, 2022         January 2, 2021         January 1, 2022         January 2, 2021
Net revenues                                              100.0  %                100.0  %                100.0  %                100.0  %
Cost of revenues:
Cost of products sold                                      27.2                    31.0                    30.2                    30.2
Amortization of acquisition-related intangibles             1.0                     0.9                     1.0                     0.9
Total cost of revenues                                     28.2                    31.9                    31.2                    31.1
Gross margin                                               71.8                    68.1                    68.8                    68.9
Operating expenses:
Research and development                                   28.5                    29.2                    27.9                    28.9
Selling, general and administrative                        12.4                    17.0                    13.3                    15.5
Amortization of acquisition-related intangibles             0.2                     0.4                     0.3                     0.4
Total operating expenses                                   41.1                    46.6                    41.5                    44.8
Operating income                                           30.7                    21.5                    27.3                    24.1
Interest and other income (expense), net                    2.5                     0.4                     0.6                    (0.8)
Income before income taxes                                 33.2                    21.9                    27.9                    23.3
Provision for income taxes                                  3.5                     0.6                     1.7                     3.3
Net income                                                 29.7  %                 21.3  %                 26.2  %                 20.0  %



Net Revenues

We sell our products to global manufacturers of electronic products in various
end markets. The vast majority of our net revenues is generated by sales of our
semiconductor products, but we also generate sales from support products. We
classify our product offerings into two categories: Advanced Products and Core
Products:

•Advanced Products are our most recent product offerings and include the Versal,
UltraScale+, UltraScale and 7-series product families, and our production boards
business composed of Alveo, Solarflare, Network, and System-On-Modules.

•Core Products consist of all other product families.



These product categories are modified on a periodic basis to better reflect the
maturity of the products and advances in technology. The most recent
modification was made on April 3, 2016, which was the beginning of our fiscal
2017, whereby we reclassified our product categories to be consistent with how
these categories are analyzed and reviewed internally.  Specifically, we are
grouping the products manufactured at the 28 nanometer (nm), 20nm, 16nm and 7nm
nodes as well as production boards into the Advanced Products category while all
other products are grouped in the Core Products category.

Except for Avnet, no other distributor or end customer accounted for more than 10% of our worldwide net revenues for the third quarter and the first nine months of fiscal 2022 or 2021.

Net Revenues by Product

Net revenues by product categories for the third quarter and the first nine months of fiscal 2022 and 2021 were as follows:


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                                                       Three Months Ended                                              Nine Months Ended
                                                                                  January 2,          January 1,                              January 2,
(In millions)                        January 1, 2022           % Change              2021                2022              % Change              2021
Advanced Products                  $          783.7                35            $    582.2          $  2,101.8                30            $  1,615.2
Core Products                                 227.4                 3                 221.2               723.6                 6                 681.4
Total net revenues                 $        1,011.1                26            $    803.4          $  2,825.4                23            $  2,296.6



Net revenues from Advanced Products increased in the third quarter and the first
nine months of fiscal 2022 compared to the comparable prior year periods. The
increase in the third quarter of fiscal 2022 was primarily due to our pricing
increase in the quarter and higher revenue from the 16nm Zynq Ultrascale Plus
and 20nm Kintex Ultrascale product families. The increase in the first nine
months of fiscal 2022 was primarily due to higher revenue from the 16nm Zynq and
Kintex Ultrascale Plus product families.

Net revenues from Core Products increased in the third quarter and the first
nine months of fiscal 2022 from the comparable prior year periods. The increase
in the third quarter of fiscal 2022 was primarily due to higher revenue from our
Virtex-4 product families. The increase in the first nine months of fiscal 2022
was largely due to higher sales from our Virtex-4 and Virtex-6 product families.
Core Products are relatively mature products and, as a result, sales are
expected to decline over time.

Net Revenues by End Markets



Our end market revenue data is derived from our understanding of our end
customers' primary markets, which is based on reports provided by distributors
and our internal records. To provide additional visibility, starting April 1,
2019, we classify our end markets into businesses with similar market drivers:
(i) Aerospace & Defense, Industrial and Test, Measurement & Emulation (AIT);
(ii) Automotive, Broadcast & Consumer; (iii) Wired & Wireless; and (iv) Data
Center. Additionally, we classify revenue recognized from shipments to
distributors but not yet subsequently sold to the end markets as Channel
Revenue. The Channel Revenue represents the difference between the shipments to
distributors and what the distributors subsequently sold to the end customers
within the same period. The percentage change calculation in the table below
represents the year-to-year dollar change in each end market.

Net revenues by end markets for the third quarter and the first nine months of fiscal 2022 and 2021 were as follows:



                                                        Three Months Ended                                                        Nine Months Ended
                                                                                                            January 1,
(% of total net revenues)       January 1, 2022         % Change in Dollars         January 2, 2021            2022              % Change in Dollars         January 2, 2021
AIT                                       46  %                   28                          45  %                41  %                   14                          44  %
Automotive, Broadcast and                 19                      28                          19                   20                      58                          16
Consumer
Wired and Wireless                        23                       1                          29                   28                      18                          29
Data Center                               11                      81                           7                   10                       9                          11

Channel Revenue                            1                              nm*                  -                    1                              nm*                  -
Total net revenues                       100  %                   26                         100  %               100  %                   23                         100  %



*not meaningful

Net revenues from AIT increased, in terms of absolute dollar, in the third
quarter and the first nine months of fiscal 2022 from the comparable prior year
periods. The increases for both periods of fiscal 2022 were primarily due to
higher sales from Aerospace & Defense business.

Net revenues from Automotive, Broadcast and Consumer increased in the third
quarter and the first nine months of fiscal 2022 from the comparable prior year
periods. The increases for both periods of fiscal 2022 were primarily due to
higher sales from Audio, Video and Broadcast and Automotive businesses.

Net revenues from Wired and Wireless increased, in terms of absolute dollars, in
the third quarter and the first nine months of fiscal 2022 from the comparable
prior year periods. The increases for both periods of fiscal 2022 were primarily
due to higher sales from Wired business.

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Net revenues from Data Center increased, in terms of absolute dollar, both in
the third quarter and the first nine months of fiscal 2022 from the comparable
prior year periods. The increases for both periods of fiscal 2022 were driven
primarily by higher sales from Compute and Networking businesses.

Channel Revenue was relatively flat, in terms of a percentage to revenue, in the
third quarter and the first nine months of fiscal 2022 and can fluctuate, driven
by external factors such as the distributors' own inventory management,
distributor revenue growth which may require higher absolute inventory levels
and customer service objectives.

Net Revenues by Geography



Geographic revenue information reflects the geographic ship-to location of the
distributors, original equipment manufacturers (OEMs) or contract manufacturers
who purchased our products. This may differ from the geographic location of the
end customers. Net revenues by geography for the third quarter and the first
nine months of fiscal 2022 and 2021 were as follows:

                                                      Three Months Ended                                              Nine Months Ended
                                                                                 January 2,          January 1,                              January 2,
(In millions)                       January 1, 2022           % Change              2021                2022              % Change              2021
North America                     $          337.2                43            $    236.2          $    777.2                20            $    646.3
Asia Pacific                                 404.0                13                 356.1             1,313.3                18               1,115.0
Europe                                       179.8                18                 152.4               469.2                23                 381.3
Japan                                         90.1                53                  58.7               265.7                72                 154.0
Total net revenues                $        1,011.1                26            $    803.4          $  2,825.4                23            $  2,296.6



Net revenues in North America increased in the third quarter and the first nine
months of fiscal 2022 from the comparable prior year periods. The increase for
the third quarter of fiscal 2022 was primarily due to higher sales from the
Aerospace & Defense business. The increase in the first nine months of fiscal
2022 was primarily due to an increase in distributor shipments and higher sales
from the Industrial, Scientific, Medical business.

Net revenues in Asia Pacific increased in the third quarter and the first nine
months of fiscal 2022 from the comparable prior year periods. The increases for
both periods of fiscal 2022 were primarily due to higher sales from the
Industrial, Scientific, Medical and Test, Measurement & Emulation businesses.

Net revenues in Europe increased in the third quarter and the first nine months
of fiscal 2022 from the comparable prior year periods. The increases for the
third quarter and first nine months of fiscal 2022 were primarily due to higher
sales from the Automotive and Industrial, Scientific, Medical businesses and
were partially offset by decreases from the Test, Measurement & Emulation
business.

Net revenues in Japan increased in the third quarter and the first nine months
of fiscal 2022 from the comparable prior year periods. The increases for both
periods of fiscal 2022 were primarily due to higher sales from Wireless
business.

Gross Margin
                                                    Three Months Ended                                                       Nine Months Ended
(In millions)                 January 1, 2022            % Change             January 2, 2021         January 1, 2022            % Change             January 2, 2021
Gross margin                 $        725.5                      33  %       $        547.0          $      1,943.9                      23  %       $      1,582.6
Percentage of net revenues             71.8  %                                         68.1  %                 68.8  %                                         68.9  %



Gross margin increased in the third quarter and decreased slightly in the first
nine months of fiscal 2022 from the comparable prior year periods. The increase
for the third quarter of fiscal 2022 was driven primarily by our pricing
increase during the quarter and from market shift due to the strong mix of the
Aerospace & Defense and Industrial, Scientific, Medical businesses. The slight
decrease for the first nine months of fiscal 2022 was also driven primarily by
changes in the end market mix, as the increases in Wireless and Automotive
businesses were partially offset by increases in the Industrial, Scientific,
Medical business.

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Gross margin may be affected in the future due to multiple factors, including
but not limited to those set forth in Item 1A. "Risk Factors," included in Part
II of this Form 10-Q, shifts in the mix of customers and products, the COVID-19
pandemic, competitive-pricing pressure, manufacturing-yield issues and wafer as
well as assembly cost increases. We work to mitigate any adverse impacts from
these factors by continuing to improve yields on our Advanced Products, to drive
manufacturing efficiencies, and pricing adjustments.

Price erosion is common in the semiconductor industry, due to advances in
product architecture and greater integration of functions that historically has
been driven by process technology but increasingly will depend on other means of
integration like advanced packaging. In order to compete effectively, we strive
to strike a balance between manufacturing cost and price structure to maintain
acceptable margins. We historically have been able to offset much of such
revenue decline in our mature products with increased revenue from newer
products.

Research and Development
                                                          Three Months Ended                                                       Nine Months Ended
(In millions)                       January 1, 2022            % Change             January 2, 2021         January 1, 2022            % Change             January 2, 2021
Research and development           $        288.0                      23  %       $        235.0          $        789.8                      19  %       $        664.8
Percentage of net revenues                     29  %                                           29  %                   28  %                                           29  %



R&D spending increased by $53 million, or 23%, for the third quarter and $125
million, or 19%, for the first nine months of fiscal 2022 from the comparable
prior year periods. The increases for both periods were primarily due to
increase in headcount and employee compensation (including stock-based
compensation and bonus) as well as an increase in mask and wafer costs, outside
services spending and depreciation. Mask and wafer spending is aligned to our
product roadmap and therefore will fluctuate each quarter.

R&D spending may increase in the future as new products on advanced process
technology, IP cores and software solutions require additional R&D investment to
extend our competitive strategy. We may also consider acquisitions to complement
our strategy for technology leadership and engineering resources in critical
areas.

Selling, General and Administrative


                                                  Three Months Ended                                                       Nine Months Ended
(In millions)               January 1, 2022            % Change             January 2, 2021         January 1, 2022            % Change             January 2, 2021
Selling, general and
administrative             $        125.4                      (8) %       $        136.7          $        376.7                       6  %       $        355.9
Percentage of net revenues             12  %                                           17  %                   13  %                                           16  %



Selling, general and administrative expenses decreased by $11.3 million for the
third quarter and increased by $20.8 million for the first nine months of fiscal
2022 from the comparable prior year periods. The decrease for the third quarter
of fiscal 2022 was primarily attributable to a decrease in outside services,
which was partially offset by an increase in employee compensation (including
stock-based compensation and bonus). The increase for the first nine months of
fiscal 2022 was primarily driven by an increase in employee compensation
(including stock-based compensation and bonus), which was partially offset by a
decrease in outside services.
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Stock-Based Compensation
                                               Three Months Ended                                                    Nine Months Ended
                           January 1, 2022            % Change             January 2,           January 1, 2022             % Change             January 2,
(In millions)                                                                 2021                                                                  2021
Stock-based compensation
included in:
Cost of revenues          $      3.8                          11  %       $      3.5          $           11.2                      23  %       $      9.1
Research and development        45.3                          13  %             40.2                     129.1                      21  %            106.8
Selling, general and
administrative                  24.3                           7  %             22.6                      70.5                      19  %             59.3
                          $     73.4                          11  %       $     66.3          $          210.8                      20  %       $    175.2



The stock-based compensation expense increased by 11% for the third quarter and
20% for the first nine months of fiscal 2022 as compared to the prior year
periods. The increases for both periods were primarily due to higher restricted
stock unit (RSU) grants, in absolute dollars, to remain competitive in the
employment market. In order to retain our current workforce and maintain
continuous business operations during the pending period of the merger with AMD,
we implemented an employee retention bonus program in December 2020 and June
2021 for certain employees consisting of both cash bonuses and RSUs. The
addition of retention RSU grants also contributed to the increases in the third
quarter and first nine months of fiscal 2022's stock-based compensation expense.

Interest and Other Income (Expense), Net


                                                 Three Months Ended                                                       Nine Months Ended
(In millions)             January 1, 2022            % Change             January 2, 2021          January 1, 2022            % Change              January 2, 2021
Interest and other
income (expense), net    $        25.3                      581  %       $         3.7            $         17.1                     189  %       $        (19.2)
Percentage of net
revenues                             3   %                                           -    %                    1  %                                           (1) %



Interest and other income (expense) was a net other income of $25.3 million in
the third quarter of fiscal 2022, as compared to a net other income of $3.7
million in the same prior year period. For the first nine months of fiscal 2022,
interest and other income was a net other income of $17.1 million compared to a
net other expense of $19.2 million in the same prior year period. The increases
in both periods were primarily due to lower interest expense as one of the debts
matured in March 2021, and gains and fair value adjustments relating to
non-marketable securities in private companies. The increases were partially
offset by lower gains from deferred compensation plan assets.

Provision for Income Taxes


                                                     Three Months Ended                                                       Nine Months Ended
(In millions)                 January 1, 2022            % Change             January 2, 2021          January 1, 2022            % Change             January 2, 2021
Provision for income taxes   $        35.3                      584  %       $         5.2            $         46.4                     (39) %       $         75.5
Percentage of net revenues             3.5   %                                         0.6    %                  1.7  %                                          3.3  %
Effective tax rate                    10.5   %                                         2.9    %                  5.9  %                                         14.1  %



The increase in the effective tax rate in the third quarter of fiscal 2022 as
compared to the same prior year period was primarily due to a shift in the
geographic mix of earnings to higher tax rate jurisdictions and to an increase
of earnings which reduces the percentage impact of tax benefits like U.S.
federal tax credits. The decrease in the effective tax rate in the first nine
months of fiscal 2022 as compared to the same prior year period was primarily
due to the prior year recognition of the cumulative adverse impact of including
stock-based compensation in the intercompany R&D cost sharing arrangement as a
result of a decision in the Altera tax case.

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The difference between the U.S. federal statutory tax rate of 21% and our
effective tax rate in the third quarter and first nine months of fiscal 2022 was
primarily due to the beneficial impact of income earned in lower tax rate
jurisdictions and excess tax benefits with respect to stock-based compensation,
which was partially offset by tax on GILTI.

The difference between the U.S. federal statutory tax rate of 21% and our
effective tax rate in the third quarter and first nine months of fiscal 2021 was
primarily due to the beneficial impact of income earned in lower tax rate
jurisdictions and excess tax benefits with respect to stock-based compensation,
which was partially offset by tax on GILTI. The first nine months of fiscal 2021
also included the recognition of the cumulative adverse impact of including
stock-based compensation in the intercompany R&D cost sharing arrangement.

During fiscal 2021, the Supreme Court denied certiorari of the Ninth Circuit's
decision in the Altera tax case, which concerned related party R&D cost sharing
arrangements and required stock-based compensation to be included in the pool of
costs to be shared. While we are not a party to the case, we are subject to the
findings. Pursuant to the Supreme Court's decision not to review the case, we
recorded expense during fiscal 2021 for taxes and interest representing the
cumulative adverse impact. Despite the decision in the Altera tax case, we have
concluded that the related law remains unsettled and will continue to monitor
developments and the potential effect on our condensed consolidated financial
statements and tax filings.


Financial Condition, Liquidity and Capital Resources



We have historically used a combination of cash flows from operations and
equity, as well as debt financing to support ongoing business activities,
acquire or invest in critical or complementary technologies, purchase facilities
and capital equipment, repurchase our common stock and debentures under our
repurchase program, pay dividends and finance working capital. Additionally, our
investments in debt securities are liquid and available for future business
needs.

To date, COVID-19 has not had a significant adverse impact on our liquidity,
cash flows or capital resources. However, the ongoing COVID-19 pandemic and the
resulting disruption and volatility in the global capital markets may continue,
which, depending on future developments, could impact our capital resources and
liquidity in the future.

As of January 1, 2022, we had cash, cash equivalents and short-term investments
of $3.70 billion and working capital of $3.85 billion. As of April 3, 2021,
cash, cash equivalents and short-term investments were $3.08 billion and working
capital was $3.12 billion.

As of January 1, 2022, we had $1.2 billion of cash and cash equivalents and
short-term investments held in our non-U.S. jurisdictions. Substantially all
$1.2 billion of cash, cash equivalents and short-term investments held by our
non-U.S. entities is available for use in the U.S. without incurring additional
U.S federal income taxes.

Operating Activities -During the first nine months of fiscal 2022, our
operations generated net positive cash flow of $874.3 million, which was $21.1
million higher than the $853.2 million generated during the first nine months of
fiscal 2021. The positive cash flow from operations generated during the first
nine months of fiscal 2022 was primarily from net income as adjusted for
non-cash related items, increases in contract liabilities, accrued liabilities,
accounts payable and income tax payable. These items were partially offset by
increases in accounts receivables, inventories, other assets and prepaid
expenses. Accounts receivable increased by $154.2 million and days sales
outstanding increased to 42 days as of January 1, 2022 from 34 days as of
April 3, 2021. The increase was primarily due to timing of shipment and
collection. We had no collectability issues and our accounts receivable remained
current as of January 1, 2022. Our inventory levels as of January 1, 2022 were
$20.0 million higher at $331.1 million compared to $311.1 million as of April 3,
2021 and the inventory days decreased to 103 days as of January 1, 2022 from 116
days as of April 3, 2021.

Investing Activities -Net cash used in investing activities was $189.2 million
during the first nine months of fiscal 2022, which was $1.66 billion lower than
the $1.84 billion used during the first nine months of fiscal 2021. Net cash
used in investing activities during the first nine months of fiscal 2022
consisted primarily of $141.8 million for purchases of available-for-sale
securities net of proceeds from sale and maturity of available-for-sale
securities, $43.6 million for purchases of property, plant, equipment and
software and $3.8 million for other investing activities, net.

Financing Activities -Net cash used in financing activities was $185.1 million
in the first nine months of fiscal 2022, as compared to $339.3 million of net
cash provided in the first nine months of fiscal 2021. Net cash used in
financing activities during the first nine months of fiscal 2022 consisted
primarily of $91.7 million of dividend payment to stockholders, $30.1 million
payment related to other financing activities and $97.8 million of payment for
RSU withholdings. These items were partially offset by the $34.5 million of
proceeds received from issuance of common stock.
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Contractual Obligations



We lease some of our facilities, office buildings and land under non-cancelable
operating leases that expire at various dates through August 2029. See "Note 15.
Leases and Commitments" to our condensed consolidated financial statements,
included in Part I. "Financial Information," for a schedule of our operating
lease commitments as of January 1, 2022 and additional information about
operating leases.

Due to the nature of our business, we depend entirely upon subcontractors to
manufacture our silicon wafers and provide assembly and some test services. The
lengthy subcontractor lead times require us to order the materials and services
in advance, and we are obligated to pay for the materials and services when
completed. As of January 1, 2022, we had $199.6 million of outstanding inventory
and other non-cancelable purchase obligations to subcontractors. We expect to
receive and pay for these materials and services in the next three to six
months, as the products meet delivery and quality specifications. As of
January 1, 2022, we had $41.9 million commitments primarily related to open
purchase orders from ordinary operations and $8.0 million commitments related to
the renovation of properties. These commitments expire at various dates through
October 2025.

As of January 1, 2022, we had $440.0 million of liabilities classified as
long-term income taxes payable in the condensed consolidated balance sheets. Of
the $440.0 million, $321.1 million was the remaining long-term portion of the
one-time transition tax that resulted from the enactment of the Tax Cuts and
Jobs Act (TCJA), which will be payable in four annual installments. The residual
balance of $118.9 million in the long-term income taxes payable is for uncertain
tax positions and related interest and penalties. Due to the inherent
uncertainty with respect to the timing of future cash outflows associated with
such liabilities, we are unable to reliably estimate the timing of cash
settlement with the respective taxing authorities.

Off-Balance-Sheet Arrangements

As of January 1, 2022, we did not have any significant off-balance-sheet arrangements.

Liquidity and Capital Resources



Cash generated from operations is used as our primary source of liquidity and
capital resources. Additional sources of liquidity are cash, cash equivalents
and short-term investments. We believe our cash, cash equivalents and short-term
investments along with cash generated from operations will be sufficient to fund
operations, including capital expenditures, working capital needs, debt-related
payments and other business requirements over the next 12 months.

Pursuant to the terms of the Merger Agreement, we suspended our repurchase
program on October 27, 2020, the date we announced the planned Merger with AMD.
There was no common stock repurchase during the first nine months of fiscal
2022. During the first nine months of fiscal 2021, we repurchased 0.7 million
shares of common stock for a total of $53.7 million.

In accordance with the Merger Agreement, our quarterly dividends were suspended
until a date that is at least 12 months after the signing date of the Merger
Agreement. As permitted as of October 27, 2021 under the terms of the Merger
Agreement, on January 25, 2022, the Company's Board of Directors voted
unanimously to declare a cash dividend of $0.37 per outstanding share of common
stock payable on February 14, 2022 to all stockholders of record at the close of
business on February 7, 2022. The dividend is conditioned upon and will only be
payable if the Merger has not closed on or before the record date for such
dividend. During the first nine months of fiscal 2022, we paid $91.7 million in
cash dividends to stockholders, representing $0.37 per common share. During the
first nine months of fiscal 2021, we paid $278.7 million in cash dividends to
stockholders, representing $0.38 per common share per quarter. Our common stock
and debentures repurchase program and dividend policy could be impacted by,
among other items, our views on potential future capital requirements relating
to R&D, investments and acquisitions, legal risks, principal and interest
payments on our debentures and other strategic investments.

We anticipate that existing sources of liquidity and cash flows from operations
will be sufficient to satisfy our cash needs for the foreseeable future. We will
continue to evaluate opportunities for investments to obtain additional wafer
capacity, to secure certain inventory components, to assure supply arrangements,
to procure additional capital equipment and facilities, to develop new products,
and to potentially acquire technologies or businesses that could complement our
business. However, certain risks and other factors, including those discussed in
Item 1A included in Part II. "Risk Factors" and below, could affect our cash
positions adversely.

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