8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 20, 2011

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-18548	77-0188631
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2100 Logic Drive, San Jose, California	95124
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 559-7778

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On July 20, 2011, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended July 2, 2011. A copy of this press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
	99.1	Press release of Xilinx, Inc. dated July 20, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XILINX, INC.
Date: July 20, 2011	By:	/s/ Jon A. Olson
		Jon A. Olson
		Senior Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description
	99.1	Press release of Xilinx, Inc. dated July 20, 2011

EX-99.1

Exhibit 99.1

Investor Relations Contact:
Lori Owen
Xilinx, Inc.
(408) 879-6911
ir@xilinx.com

XILINX ANNOUNCES Q1 FISCAL 2012 RESULTS;
SALES INCREASE 5% SEQUENTIALLY

SAN JOSE, CA, July 20, 2011— Xilinx, Inc. (Nasdaq: XLNX) today announced first quarter fiscal 2012 sales of $615.5 million, up 5% sequentially from the prior quarter and up 3% from the same quarter of the prior year. First quarter net income was $154.4 million, or $0.56 per diluted share.

The Xilinx Board of Directors announced a quarterly cash dividend of $0.19 per outstanding share of common stock, payable on August 31, 2011 to all stockholders of record at the close of business on August 10, 2011.

Additional first quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

	Q1		Q4		Q1		Growth Rates
	FY 2012		FY 2011		FY 2011		Q-T-Q			Y-T-Y
Net revenues	$	615.5	$	587.9	$	594.7		5	%		3	%
Operating income	$	188.3	$	181.2	$	208.0		4	%		-9	%
Net income	$	154.4	$	160.1	$	158.6		-4	%		-3	%
Diluted earnings per share	$	0.56	$	0.59	$	0.58		-5	%		-3	%

“Sales in the June quarter exceeded our expectations,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “New product sales were exceptionally strong increasing 17% sequentially. Much of this growth came from strong customer demand for our 40-nm Virtex^®-6 and Spartan^®-6 families as well as our 65-nm Virtex-5 family. In addition, we continued to demonstrate our 28-nm technology leadership by shipping our second FPGA family, Virtex-7, during the quarter. With the industry’s highest performance, density and bandwidth, Virtex-7 FPGAs achieved design wins in a broad base of applications including wired and wireless communications, broadcast infrastructure, aerospace and defense and high performance computing.”

Net Revenues by Geography:

	Percentages									Growth Rates
	Q1			Q4			Q1
	FY 2012			FY 2011			FY 2011			Q-T-Q			Y-T-Y
North America		30	%		27	%		32	%		14	%		-6	%
Asia Pacific		35	%		35	%		34	%		6	%		6	%
Europe		26	%		30	%		26	%		-8	%		4	%
Japan		9	%		8	%		8	%		18	%		29	%

Net Revenues by End Market:

	Percentages									Growth Rates
	Q1			Q4			Q1
	FY 2012			FY 2011			FY2011			Q-T-Q			Y-T-Y
Communications		45	%		47	%		47	%		1	%		-2	%
Industrial & Other		34	%		32	%		32	%		11	%		8	%
Consumer & Automotive		14	%		14	%		15	%		0	%		-1	%
Data Processing		7	%		7	%		6	%		15	%		28	%

Net Revenues by Product:

	Percentages									Growth Rates
	Q1			Q4			Q1
	FY 2012			FY 2011			FY 2011			Q-T-Q			Y-T-Y
New		51	%		46	%		39	%		17	%		35	%
Mainstream		23	%		26	%		30	%		-6	%		-19	%
Base		21	%		23	%		27	%		-5	%		-18	%
Support		5	%		5	%		4	%		-3	%		6	%

Products are classified as follows:

New Products: Virtex^®-6, Virtex-5, Spartan^®-6, Spartan-3A and Spartan-3E product families Mainstream Products: Virtex-4, Spartan-3, Spartan-II and CoolRunner™-II product families Base Products: Virtex, Virtex-E, Virtex-II, Spartan, XC4000, CoolRunner and XC9500 product families Support Products: Configuration products, HardWire, Software & Support/Services

Key Statistics:
(Dollars in millions)

	Q1		Q4		Q1
	FY 2012		FY 2011		FY 2011
Annual Return on Equity (%)*		25		28		32
Operating Cash Flow	$	238	$	245	$	105
Depreciation Expense	$	14	$	13	$	12
Capital Expenditures	$	14	$	17	$	18
Combined Inventory Days		117		133		80
Revenue Turns (%)		57		53		53

* Return on equity calculation: Annualized net income/average stockholders’ equity

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Product Highlights

• Xilinx recently released its ISE^® Design Suite 13.2, which provides increased designer productivity and improved Quality of Results for our 28-nm 7 series families including the recently shipped Virtex-7 VS485T device. In addition, this latest edition of ISE Design Suite provides an increase in performance of up to 25 percent in designs targeting Virtex-7 2000T devices, the industry’s largest density FPGAs built using Stacked Silicon Interconnect technology.

• Sales from 40-nm Virtex-6 and Spartan-6 FPGA products were stronger than expected during the quarter representing nearly 10% of total sales. Strength during the quarter was driven by a broad base of applications including wired and wireless communications, defense, test & measurement, audio video broadcast and high performance computing.

Business Outlook — September Quarter Fiscal 2012

• Sales are expected to be up 1% to down 3% sequentially.

• Gross margin is expected to be approximately 63%.

• Operating expenses are expected to be approximately $218 million, including approximately $2 million of amortization of acquisition-related intangibles and approximately $6 million in restructuring charges.

• Other income and expense is expected to be an expense of approximately $7 million.

• Fully diluted share count is expected to be approximately 278 million.

• September quarter tax rate is expected to be approximately 14%.

Conference Call

A conference call will be held today at 2:00 p.m. Pacific Time to discuss the first quarter financial results and management’s outlook for the September quarter. The webcast and subsequent replay will be available in the investor relations section of the Company’s web site at www.investor.xilinx.com. A telephonic replay of the call may be accessed later in the day by calling (800) 642-1687 and referencing confirmation code 57880006. The telephonic replay will be available for two weeks following the live call.

This release contains forward-looking statements and projections. Forward-looking statements and projections can often be identified by the use of forward-looking words such as “expect,” “believe,” “may,” “will,” “could,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project” or other similar expressions. Statements that refer to or are based on projections, uncertain events or assumptions also identify forward-looking statements. Such forward-looking statements that include, but are not limited to, statements related to the semiconductor market, the growth and acceptance of our programmable platforms, expected revenue growth, the demand and growth in the markets we serve, opportunity for expansion into new markets, and our expectations regarding our business outlook for the September quarter for fiscal 2012. Undue reliance should not be placed on such forward-looking statements and projections, which speak only as of the date they are made. We undertake no obligation to update such forward-looking statements. Actual events and

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results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including customer acceptance of our new products, current global economic conditions, the health of our customers and the end markets in which they participate, our ability to forecast end customer demand, a high dependence on turns business, more customer volume discounts than expected, greater product mix changes than anticipated, fluctuations in manufacturing yields, our ability to deliver product in a timely manner, variability in wafer pricing, and other risk factors listed in our most recent Form 10-K.

About Xilinx

Xilinx is the world’s leading provider of programmable platforms. For more information, visit www.xilinx.com.

Xilinx, the Xilinx logo, Virtex, Spartan, ISE, and other brands designated herein are trademarks of Xilinx in the United States and other countries. All other trademarks are the property of their respective owners.

#1152F

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XILINX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended
	Jul. 2,			Apr. 2,			Jul. 3,
	2011			2011			2010
Net revenues	$	615,463		$	587,852		$	594,737
Cost of revenues		223,132			203,703			208,176
Gross margin		392,331			384,149			386,561
Operating expenses:
Research and development		106,017			102,967			94,484
Selling, general and administrative		96,396			92,863			84,058
Amortization of acquisition-related intangibles		1,623			1,034			—
Restructuring charges		—			6,070			—
Total operating expenses		204,036			202,934			178,542
Operating income		188,295			181,215			208,019
Impairment loss on investments		—			(5,904	)		—
Interest and other expense, net		(7,811	)		(6,499	)		(5,130	)
Income before income taxes		180,484			168,812			202,889
Provision for income taxes		26,110			8,760			44,302
Net income	$	154,374		$	160,052		$	158,587
Net income per common share:
Basic	$	0.58		$	0.61		$	0.58
Diluted	$	0.56		$	0.59		$	0.58
Cash dividends declared per common share	$	0.19		$	0.16		$	0.16
Shares used in per share calculations:
Basic		265,313			263,603			272,097
Diluted		276,077			272,161			275,541

XILINX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	Jul. 2,		Apr. 2,
	2011		2011
	(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,973,386	$	1,926,413
Accounts receivable, net		244,683		286,464
Inventories		250,158		264,745
Deferred tax assets and other current assets		152,813		145,164
Total current assets		2,621,040		2,622,786
Net property, plant and equipment		380,661		380,570
Long-term investments		899,570		766,452
Other assets		429,901		371,042
Total Assets	$	4,331,172	$	4,140,850
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	342,001	$	268,377
Deferred income on shipments to distributors		92,125		99,763
Total current liabilities		434,126		368,140
Convertible debentures		894,478		890,980
Deferred tax liabilities		420,581		403,990
Other long-term liabilities		81,919		63,123
Stockholders’ equity		2,500,068		2,414,617
Total Liabilities and Stockholders’ Equity	$	4,331,172	$	4,140,850

XILINX, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)
(In thousands)

	Three Months Ended
	Jul. 2,		Apr. 2,		Jul. 3,
	2011		2011		2010
SELECTED CASH FLOW INFORMATION:
Depreciation	$	13,698	$	12,923	$	12,191
Amortization		3,710		2,972		1,743
Stock-based compensation		13,767		14,963		15,120
Net cash provided by operating activities		237,694		244,967		105,042
Purchases of property, plant and equipment		13,789		16,655		18,267
Payment of dividends to stockholders		50,456		42,121		43,817
Repurchases of common stock		65,654		—		433,333
Proceeds from issuance of common stock to employees and excess tax benefit		31,450		105,135		5,817
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,310	$	1,154	$	1,267
Research and development		6,487		7,115		7,204
Selling, general and administrative		5,970		6,694		6,649