Impact of COVID-19
The social and economic impact of the COVID-19 outbreak has continued since it was declared a pandemic by theWorld Health Organization inMarch 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 positioningXilinx for the future. For example, almost all of our employees have been working remotely sinceMarch 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. TheSEC 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 endedApril 3, 2021 filed with theSEC , 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 ofJanuary 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. 26 --------------------------------------------------------------------------------
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 ofAlveo ,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 onApril 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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Table of Contents 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, startingApril 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. 28 -------------------------------------------------------------------------------- Table of Contents 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 manufacturerswho 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 inNorth 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 inAsia 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 inEurope 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 inJapan 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. 29 -------------------------------------------------------------------------------- Table of Contents 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$20.8 million for the first nine months of fiscal 2022 from the comparable prior year periods. The decrease for the third quarter of fiscal 2022 was primarily attributable to a decrease in outside services, which was partially offset by an increase in employee compensation (including stock-based compensation and bonus). The increase for the first nine months of fiscal 2022 was primarily driven by an increase in employee compensation (including stock-based compensation and bonus), which was partially offset by a decrease in outside services. 30 -------------------------------------------------------------------------------- Table of Contents Stock-Based Compensation Three Months Ended Nine Months Ended January 1, 2022 % Change January 2, January 1, 2022 % Change January 2, (In millions) 2021 2021 Stock-based compensation included in: Cost of revenues$ 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 inDecember 2020 andJune 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$19.2 million in the same prior year period. The increases in both periods were primarily due to lower interest expense as one of the debts matured inMarch 2021 , and gains and fair value adjustments relating to non-marketable securities in private companies. The increases were partially offset by lower gains from deferred compensation plan assets.
Provision for Income Taxes
Three Months Ended Nine Months Ended (In millions) January 1, 2022 % Change January 2, 2021 January 1, 2022 % Change January 2, 2021 Provision for income taxes$ 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 likeU.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. 31 -------------------------------------------------------------------------------- Table of Contents The difference between theU.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 theU.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, theSupreme 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 theSupreme 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 ofJanuary 1, 2022 , we had cash, cash equivalents and short-term investments of$3.70 billion and working capital of$3.85 billion . As ofApril 3, 2021 , cash, cash equivalents and short-term investments were$3.08 billion and working capital was$3.12 billion . As ofJanuary 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 theU.S. without incurring additionalU.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 ofJanuary 1, 2022 from 34 days as ofApril 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 ofJanuary 1, 2022 . Our inventory levels as ofJanuary 1, 2022 were$20.0 million higher at$331.1 million compared to$311.1 million as ofApril 3, 2021 and the inventory days decreased to 103 days as ofJanuary 1, 2022 from 116 days as ofApril 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. 32 --------------------------------------------------------------------------------
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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 throughAugust 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 ofJanuary 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 ofJanuary 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 ofJanuary 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 throughOctober 2025 . As ofJanuary 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
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 onOctober 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 ofOctober 27, 2021 under the terms of the Merger Agreement, onJanuary 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 onFebruary 14, 2022 to all stockholders of record at the close of business onFebruary 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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