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): April 24, 2013

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:

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

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

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

¨ 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 April 24, 2013, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended March 30, 2013. 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 April 24, 2013

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: April 24, 2013	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 April 24, 2013

EX-99.1

Exhibit 99.1

Investor Relations Contact:                            

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

XILINX ANNOUNCES FISCAL 2013 RESULTS;

Q4 SALES INCREASE 4% SEQUENTIALLY

SAN JOSE, CA, April 24, 2013-- Xilinx, Inc. (Nasdaq: XLNX) today announced fiscal 2013 sales of $2.17 billion, down 3% from the prior fiscal year. Fiscal 2013 net income decreased 8% to $487.5 million, or $1.79 per diluted share, versus fiscal 2012 net income of $530.1 million or $1.95 per diluted share.

Fourth quarter fiscal 2013 sales were $532.2 million, up 4% sequentially and down 5% from the fourth quarter of the prior fiscal year. Fourth quarter fiscal 2013 net income was $130.6 million, or $0.47 per diluted share.

Additional fourth quarter comparisons are represented in the charts below:

GAAP Results

(In millions, except EPS)

				Growth Rates
	Q4 FY 2013	Q3 FY 2013	Q4 FY 2012	Q-T-Q	Y-T-Y
Net revenues	$532.2	$509.8	$559.0	4%	-5%
Operating income	$147.2	$120.8	$147.5	22%	0%
Net income	$130.6	$103.6	$122.4	26%	7%
Diluted earnings per share	$0.47	$0.38	$0.44	24%	7%

“During fiscal 2013, Xilinx completed the rollout of the PLD industry’s broadest 28-nm product portfolio. Sales from these products exceeded $40 million during the quarter, significantly exceeding our expectations,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “As we embark on the new fiscal year, I expect continued strong growth from these new products fueled by ASIC and ASSP displacement as well as increased participation in high-growth megatrends such as nx100G wired networks, datacenter, video, vision and wireless HetNets.”

Net Revenues by Geography:

	Percentages			Growth Rates
	Q4 FY 2013	Q3 FY 2013	Q4 FY 2012	Q-T-Q	Y-T-Y
North America	31%	32%	32%	3%	-7%
Asia Pacific	34%	34%	31%	3%	3%
Europe	26%	24%	27%	14%	-9%
Japan	9%	10%	10%	-8%	-10%

Net Revenues by End Market:

	Percentages			Growth Rates
	Q4 FY 2013	Q3 FY 2013	Q4 FY 2012	Q-T-Q	Y-T-Y
Communications & Data Center	44%	47%	43%	-1%	-2%
Industrial, Aerospace & Defense	37%	36%	37%	7%	-5%
Broadcast, Consumer & Automotive	17%	15%	15%	15%	3%
Other	2%	2%	5%	7%	-48%

Net Revenues by Product:

	Percentages			Growth Rates
	Q4 FY 2013	Q3 FY 2013	Q4 FY 2012	Q-T-Q	Y-T-Y
New	27%	25%	13%	13%	86%
Mainstream	41%	41%	44%	3%	-11%
Base	28%	30%	39%	0%	-31%
Support	4%	4%	4%	2%	5%

Products are classified as follows:

New products: Virtex®‐7, Kintex™‐7, Artix™-7, Zynq™-7000, Virtex‐6, Spartan™‐6 products

Mainstream products: Virtex‐5, Spartan‐3 and CoolRunner(TM)‐II products

Base products: Virtex‐4, Virtex‐II, Virtex‐E, Virtex, Spartan-II, Spartan, CoolRunner and XC9500 products

Support products: Configuration solutions, HardWire, Software & Support/Services

Key Statistics:

(Dollars in millions)

	Q4 FY 2013	Q3 FY 2013	Q4 FY 2012
Annual Return on Equity (%)*	17	17	21
Operating Cash Flow	$174	$123	$208
Depreciation Expense	$14	$14	$15
Capital Expenditures	$6	$8	$20
Combined Inventory Days	110	131	110
Revenue Turns (%)	58	57	57

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

Product and Financial Highlights – Fiscal 2013

• During fiscal year 2013, sales from Xilinx’s 28-nm product portfolio, which includes the 7 series FPGAs and the Zynq-7000 family, surpassed $100 million. In the March quarter, over 500 customers received shipments for a broad base of applications including wired and wireless communications, industrial, defense and broadcast.

• Xilinx expanded its software leadership with the introduction of the Vivado™ Design Suite, a design environment built from the ground up, providing customers with up to a 4X productivity advantage. Currently, Vivado is used for approximately 50 percent of 28-nm designs and 100 percent of 3D IC designs.

• Xilinx announced its strategy for its 20-nm product portfolio, including the next-generation 8 series All Programmable FPGAs and second generation of 3D ICs and SoCs. This next generation product family builds on a substantial competitive technology lead and addresses the rigorous requirements of next-generation ever ‘smarter,’ highly integrated, bandwidth hungry systems.

• The Company achieved a record 66% gross margin in fiscal year 2013, up from 65% in the prior fiscal year. This improvement is a testament to the Company’s continued focus on margin expansion projects across our product portfolio.

• Xilinx continued to demonstrate a strong commitment to returning shareholder value through dividend increase and repurchase activity. Xilinx recently increased its quarterly dividend $0.03 per share to $0.25 per share. During the fiscal year, Xilinx paid its stockholders a record $230 million in dividends and repurchased 6.2 million shares for $198 million.

Business Outlook – June Quarter Fiscal 2014

•Sales are expected to be up 1% to 5% sequentially.

•Gross margin is expected to be approximately 66% - 67%.

• Operating expenses are expected to be approximately $206 million, including $2 million of amortization of acquisition-related intangibles.

•Other income and expenses are expected to be a net expense of approximately $8 million.

•Fully diluted share count is expected to be approximately 277 million.

•June quarter tax rate is expected to be approximately 13% - 14%.

Conference Call

A conference call will be held today at 2:00 p.m. Pacific Time to discuss the March quarter financial results and management's outlook for the June 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 29883361. 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 products, 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 June quarter of fiscal 2014. 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, our ability to successfully manage production at multiple foundries, variability in wafer pricing, and other risk factors listed in our most recent Forms 10-Q and 10-K.

About Xilinx

About Xilinx

Xilinx develops All Programmable technologies and devices, beyond hardware to software, digital to analog, and single to multiple die in 3D ICs.  These industry leading devices are coupled with a next-generation design environment and IP to serve a broad range of customer needs, from programmable logic to programmable systems integration.  For more information visit www.xilinx.com.

#1319F

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

XLNX-F

XILINX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Twelve Months Ended
	March 30, 2013		December 29, 2012		March 31, 2012		March 30, 2013		March 31, 2012
Net revenues	$	532,168	$	509,767	$	558,973	$	2,168,652	$	2,240,736
Cost of revenues	180,589		170,493		187,577		737,206		786,078
Gross margin	351,579		339,274		371,396		1,431,446		1,454,658
Operating expenses:
Research and development	111,133		129,055		115,240		475,522		435,276
Selling, general and administrative	90,732		86,823		91,261		365,684		365,272
Amortization of acquisition-related intangibles	2,487		2,554		1,981		9,508		7,568
Restructuring charges	—		—		—		—		3,369
Litigation	—		—		15,400		—		15,400
Total operating expenses	204,352		218,432		223,882		850,714		826,885
Operating income	147,227		120,842		147,514		580,732		627,773
Interest and other expense, net	8,902		5,149		7,126		33,726		30,722
Income before income taxes	138,325		115,693		140,388		547,006		597,051
Provision for income taxes	7,705		12,045		17,983		59,470		66,972
Net income	$	130,620	$	103,648	$	122,405	$	487,536	$	530,079
Net income per common share:
Basic	$	0.50	$	0.40	$	0.46	$	1.86	$	2.01
Diluted	$	0.47	$	0.38	$	0.44	$	1.79	$	1.95
Cash dividends per common share	$	0.22	$	0.22	$	0.19	$	0.88	$	0.76
Shares used in per share calculations:
Basic	263,035		260,690		263,261		261,652		263,783
Diluted	277,090		271,174		276,166		272,573		272,157

XILINX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	March 30, 2013		March 31, 2012 *
	(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,714,745	$	1,917,627
Accounts receivable, net	229,175		214,965
Inventories	201,250		204,866
Deferred tax assets and other current assets	152,469		112,851
Total current assets	2,297,639		2,450,309
Net property, plant and equipment	365,687		394,982
Long-term investments	1,651,033		1,209,228
Other assets	415,092		409,603
Total assets	$	4,729,451	$	4,464,122
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	333,430	$	275,774
Deferred income on shipments to distributors	53,358		67,002
Total current liabilities	386,788		342,776
Convertible debentures	922,666		906,569
Deferred tax liabilities	415,442		463,045
Other long-term liabilities	41,259		44,047
Stockholders' equity	2,963,296		2,707,685
Total Liabilities and Stockholders' Equity	$	4,729,451	$	4,464,122
* Derived from audited financial statements

XILINX, INC.

SUPPLEMENTAL FINANCIAL INFORMATION

(Unaudited)

(In thousands)

	Three Months Ended						Twelve Months Ended
	March 30, 2013		December 29, 2012		March 31, 2012		March 30, 2013		March 31, 2012
SELECTED CASH FLOW INFORMATION:
Depreciation	$	13,893	$	13,680	$	14,702	$	56,327	$	55,658
Amortization	4,355		4,423		4,327		17,233		16,690
Stock-based compensation	21,246		19,762		18,909		77,862		67,418
Net cash provided by operating activities	173,653		122,568		208,491		656,537		826,739
Purchases of property, plant and equipment	6,212		8,075		19,670		30,265		70,071
Payment of dividends to stockholders	57,822		57,326		49,991		230,469		200,361
Repurchases of common stock	—		19,602		—		197,750		219,638
Proceeds from issuance of common stock to employees and excess tax benefit	59,671		20,608		48,784		117,933		120,620
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,638	$	1,517	$	1,686	$	6,356	$	5,630
Research and development	10,256		9,654		9,065		37,937		32,310
Selling, general and administrative	9,352		8,591		8,158		33,569		29,478