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

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

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 October 19, 2011, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended October 1, 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 October 19, 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: October 19, 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 October 19, 2011

Exhibit 99.1

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

XILINX ANNOUNCES Q2 FISCAL 2012 RESULTS

SAN JOSE, CA, October 19, 2011— Xilinx, Inc. (Nasdaq: XLNX) today announced second quarter fiscal 2012 sales of $555.2 million, down 10% sequentially from the prior quarter and down 10% from the same quarter of the prior year. Second quarter net income was $126.3 million, or $0.47 per diluted share.

The Xilinx Board of Directors announced a quarterly cash dividend of $0.19 per outstanding share of common stock, payable on November 30, 2011 to all stockholders of record at the close of business on November 9, 2011.

Additional second quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

														Growth Rates
		Q2				Q1				Q2
		FY 2012				FY 2012				FY 2011				Q-T-Q				Y-T-Y
Net revenues		$	555.2			$	615.5			$	619.7				-10	%			-10	%
Operating income		$	154.8			$	188.3			$	222.7				-18	%			-30	%
Net income		$	126.3			$	154.4			$	170.9				-18	%			-26	%
Diluted earnings per share		$	0.47			$	0.56			$	0.65				-16	%			-28	%

“Sales growth during the September quarter was impacted by weaker than expected business conditions particularly in the Communications and Industrial and Other categories. In spite of declining sales, operating margin for the quarter was 28% as a result of higher-than-expected gross margin and a commensurate slow down of spending in recognition of the environment,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “Additionally, we continued to demonstrate leadership on the 28-nm node by recently taping out our sixth device, achieving to date over 200 design wins, and shipping parts to 50 discrete customers.”

Net Revenues by Geography:

		Percentages												Growth Rates
		Q2				Q1				Q2
		FY 2012				FY 2012				FY 2011				Q-T-Q				Y-T-Y
North America			29	%			30	%			30	%			-11	%			-14	%
Asia Pacific			31	%			35	%			35	%			-21	%			-21	%
Europe			29	%			26	%			26	%			1	%			1	%
Japan			11	%			9	%			9	%			5	%			11	%

Net Revenues by End Market:

		Percentages												Growth Rates
		Q2				Q1				Q2
		FY 2012				FY 2012				FY 2011				Q-T-Q				Y-T-Y
Communications			44	%			45	%			48	%			-12	%			-18	%
Industrial & Other			33	%			34	%			31	%			-10	%			-4	%
Consumer & Automotive			16	%			14	%			15	%			2	%			-5	%
Data Processing			7	%			7	%			6	%			-17	%			0	%

Net Revenues by Product:

		Percentages												Growth Rates
		Q2				Q1				Q2
		FY 2012				FY 2012				FY 2011				Q-T-Q				Y-T-Y
New			54	%			51	%			44	%			-5	%			9	%
Mainstream			22	%			23	%			27	%			-15	%			-28	%
Base			20	%			21	%			25	%			-14	%			-27	%
Support			4	%			5	%			4	%			-14	%			-2	%

Products are classified as follows:

New Products: Virtex^®-7, Kintex™-7, 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)

		Q2				Q1				Q2
		FY 2012				FY 2012				FY 2011
Annual Return on Equity (%)*			23				25				32
Operating Cash Flow		$	200			$	238			$	42
Depreciation Expense		$	13			$	14			$	13
Capital Expenditures		$	18			$	14			$	15
Combined Inventory Days			126				117				89
Revenue Turns (%)			51				57				48

Product Highlights

Xilinx continued to pioneer programmable systems integration leadership during the quarter achieving a number of key milestones:

•

Xilinx taped out the PLD industry’s first embedded systems platform, the Zynq™-7000 device. The Zynq-7000 product family combines an industry-standard ARM® dual-core Cortex™-A9 MPCore™ processing system with Xilinx 28-nm unified programmable logic architecture. With significant time-to-market leadership versus the competition, design win momentum for this product family is strong and broad-based. Current designs wins include applications in the automotive, defense, test and measurement and industrial, scientific and medical market segments.

•

The Company’s first Stacked Silicon Interconnect (SSI) product, Virtex-7 2000T FPGA, generated considerable design win activity during the quarter. This device, scheduled to ship in the December quarter, is the world’s highest-capacity programmable logic device delivering twice the capacity of competitive offerings, 2.8 times the systems bandwidth and 50-70% reduced system level power and cost via single chip FPGA integrations.

•

Xilinx has also delivered the third generation of integrated Agile Mixed Signal (AMS) at the 28-nm node. Now available across all product families, the highly flexible integrated AMS block eliminates a wide range of discrete analog functions and delivers a typical cost savings of $2-$7 along with greatly enhanced system level performance, board savings, and reliability. Xilinx is the only company to offer AMS at 28-nm. This innovative capability has been well received by customers across the board ranging from the cost-sensitive, low power markets addressed by Artix™-7 FPGAs, the enhanced reliability and high performance markets addressed by the Kintex-7 and Virtex-7 product families, and the embedded markets addressed by the Zynq-7000 product family.

Business Outlook — December Quarter Fiscal 2012

•

Sales are expected to be down 3% to down 8% sequentially.

•

Gross margin is expected to be approximately 64%.

•

Operating expenses are expected to be approximately $203 million, including approximately $2 million of amortization of acquisition-related intangibles.

•

Other income and expense is expected to be an expense of approximately $8 million.

•

Fully diluted share count is expected to be approximately 266 million.

•

December 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 second quarter financial results and management’s outlook for the December 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 (855) 859-2056 and referencing confirmation code 12324688. 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 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 December 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 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 Forms 10-K and 10-Q.

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.
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XILINX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)

		Three Months Ended												Six Months Ended
		Oct. 1,				Jul. 2,				Oct. 2,				Oct. 1,				Oct. 2,
		2011				2011				2010				2011				2010
Net revenues		$	555,209			$	615,463			$	619,666			$	1,170,672			$	1,214,403
Cost of revenues			200,564				223,132				213,260				423,696				421,436
Gross margin			354,645				392,331				406,406				746,976				792,967
Operating expenses:
Research and development			105,774				106,017				96,578				211,791				191,062
Selling, general and administrative			88,681				96,396				87,174				185,077				171,232
Amortization of acquisition-related intangibles			1,982				1,623				—				3,605				—
Restructuring charges			3,369				—				—				3,369				—
Total operating expenses			199,806				204,036				183,752				403,842				362,294
Operating income			154,839				188,295				222,654				343,134				430,673
Interest and other expense, net			(8,598	)			(7,811	)			(3,484	)			(16,409	)			(8,614	)
Income before income taxes			146,241				180,484				219,170				326,725				422,059
Provision for income taxes			19,955				26,110				48,275				46,065				92,577
Net income		$	126,286			$	154,374			$	170,895			$	280,660			$	329,482
Net income per common share:
Basic		$	0.48			$	0.58			$	0.66			$	1.06			$	1.23
Diluted		$	0.47			$	0.56			$	0.65			$	1.03			$	1.22
Cash dividends declared per common share		$	0.19			$	0.19			$	0.16			$	0.38			$	0.32
Shares used in per share calculations:
Basic			264,006				265,313				260,151				264,853				267,355
Diluted			267,927				276,077				263,286				273,009				270,484

XILINX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

		Oct. 1,				Apr. 2,
		2011				2011 *
		(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments		$	1,807,545			$	1,926,413
Accounts receivable, net			216,416				286,464
Inventories			247,652				264,745
Deferred tax assets and other current assets			142,645				145,164
Total current assets			2,414,258				2,622,786
Net property, plant and equipment			384,893				380,570
Long-term investments			1,048,492				766,452
Other assets			420,156				371,042
Total Assets		$	4,267,799			$	4,140,850
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities		$	294,945			$	268,377
Deferred income on shipments to distributors			72,504				99,763
Total current liabilities			367,449				368,140
Convertible debentures			899,803				890,980
Deferred tax liabilities			433,491				403,990
Other long-term liabilities			74,642				63,123
Stockholders’ equity			2,492,414				2,414,617
Total Liabilities and Stockholders’ Equity		$	4,267,799			$	4,140,850

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

		Three Months Ended
		Oct. 1,				Jul. 2,				Oct. 2,
		2011				2011				2010
SELECTED CASH FLOW INFORMATION:
Depreciation		$	13,396			$	13,698			$	12,747
Amortization			4,326				3,710				1,943
Stock-based compensation			16,899				13,767				15,421
Net cash provided by operating activities			199,584				237,694				41,616
Purchases of property, plant and equipment			17,628				13,789				15,177
Payment of dividends to stockholders			50,348				50,456				41,645
Repurchases of common stock			111,537				65,654				32,976
Proceeds from issuance of common stock to employees and excess tax benefit			28,369				31,450				41,816
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues		$	1,284			$	1,310			$	1,312
Research and development			8,103				6,487				7,341
Selling, general and administrative			7,512				5,970				6,768