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 22, 2014

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 July 22, 2014, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended June 28, 2014. 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 22, 2014

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 22, 2014	By:	/s/ Jon A. Olson
		Jon A. Olson
		Executive Vice President, Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Xilinx, Inc. dated July 22, 2014

EX-99.1

Exhibit 99.1

Investor Relations Contact:                            

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

Xilinx announces Q1 FISCAL 2015 results; EPS $0.62

SAN JOSE, CA, July 22, 2014-- Xilinx, Inc. (Nasdaq: XLNX) today announced first quarter fiscal 2015 sales of $613 million, down 1% from the prior quarter and up 6% from the same quarter of the prior fiscal year. First quarter fiscal 2015 net income was $174 million or $0.62 per diluted share.

The Xilinx Board of Directors announced a quarterly cash dividend of $0.29 per outstanding share of common stock, payable on August 27, 2014 to all stockholders of record at the close of business on August 6, 2014.

Additional first quarter comparisons are represented in the charts below:

GAAP Results

(In millions, except EPS)

				Growth Rates
	Q1 FY 2015	Q4 FY 2014	Q1 FY 2014	Q-T-Q	Y-T-Y
Net revenues	$612.6	$617.8	$579.0	-1%	6%
Operating income	$206.5	$189.5	$192.9	9%	7%
Net income	$173.6	$156.0	$157.0	11%	11%
Diluted earnings per share	$0.62	$0.53	$0.56	17%	11%

“June quarter revenues were impacted by weaker than anticipated sales from our defense and wireless businesses,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “However, I am pleased by our continued focus on supply chain efficiencies and cost reduction efforts, which resulted in gross and operating margins of 69.1% and 33.7%, respectively. Looking ahead to the second half of our fiscal year, I believe Xilinx is positioned to benefit from a recovery in wireless and defense programs as well as improved business conditions in wired communications and industrial applications.”

Net Revenues by Geography:

	Percentages			Growth Rates
	Q1 FY 2015	Q4 FY 2014	Q1 FY 2014	Q-T-Q	Y-T-Y
North America	26%	27%	31%	-4%	-12%
Asia Pacific	43%	43%	36%	-2%	26%
Europe	21%	21%	24%	1%	-7%
Japan	10%	9%	9%	9%	21%

Net Revenues by End Market:

	Percentages			Growth Rates
	Q1 FY 2015	Q4 FY 2014	Q1 FY 2014	Q-T-Q	Y-T-Y
Communications & Data Center	50%	49%	44%	1%	20%
Industrial, Aerospace & Defense	31%	34%	37%	-9%	-11%
Broadcast, Consumer & Automotive	16%	15%	16%	5%	3%
Other	3%	2%	3%	39%	11%

Net Revenues by Product:

	Percentages			Growth Rates
	Q1 FY 2015	Q4 FY 2014	Q41 FY 2014	Q-T-Q	Y-T-Y
New	45%	42%	30%	6%	58%
Mainstream	34%	34%	36%	0%	-2%
Base	18%	21%	30%	-14%	-36%
Support	3%	3%	4%	-9%	-9%

Products are classified as follows:

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

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

	Q1 FY 2015	Q4 FY 2014	Q1 FY 2014
Annual Return on Equity (%)*	25	22	21
Operating Cash Flow	$130	$189	$144
Depreciation Expense	$13	$14	$14
Capital Expenditures	$9	$14	$11
Combined Inventory Days	135	115	105
Revenue Turns (%)	47	54	56

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

Highlights - June Quarter Fiscal 2015

• Xilinx announced the first customer shipment of the Virtex® UltraScale™ All Programmable FPGA, and the expansion of the industry's only 20nm high-end family. Virtex UltraScale devices provide unprecedented levels of performance, system integration, and bandwidth for a wide range of applications, such as wired communication, test and measurement, aerospace and defense, and data center.

• For the quarter, Xilinx reported a gross margin of 69.1%, up from 67.6% in the prior quarter and better than anticipated. The improvement in gross margin underscores the Company’s continued commitment to driving cost reduction and efficiencies across the supply chain.

• Xilinx continued to demonstrate a strong commitment to returning value to stockholders. During the June quarter, the Company repurchased 2.1 million shares of stock for $100 million and paid a record $77 million in quarterly dividends.

Business Outlook - September Quarter Fiscal 2015

•Sales are expected to be flat to down 4% sequentially.

• Gross margin is expected to be approximately 70%.

• Operating expenses are expected to be approximately $236 million including $2.5 million of amortization of acquisition-related intangibles.

•Other income and expenses are expected to be a net expense of approximately $7 million.

•Fully diluted share count is expected to be approximately 282 million.

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

Conference Call

A conference call will be held today at 2:00 p.m. Pacific Time to discuss the June 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 (855) 859-2056and referencing confirmation code 59028978. 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 September quarter of fiscal 2015. 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, costs and liabilities associated with current and future litigation, and other risk factors listed in our most recent Forms 10-Q and 10-K.

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.

#1438F

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
	June 28, 2014		March 29, 2014		June 29, 2013
Net revenues	$	612,633	$	617,823	$	578,955
Cost of revenues	189,189		199,945		179,700
Gross margin	423,444		417,878		399,255
Operating expenses:
Research and development	122,013		127,812		111,541
Selling, general and administrative	92,513		98,087		92,387
Amortization of acquisition-related intangibles	2,418		2,462		2,418
Total operating expenses	216,944		228,361		206,346
Operating income	206,500		189,517		192,909
Loss on extinguishment of convertible debentures	—		9,848		—
Interest and other expense, net	6,222		3,819		9,930
Income before income taxes	200,278		175,850		182,979
Provision for income taxes	26,667		19,823		25,956
Net income	$	173,611	$	156,027	$	157,023
Net income per common share:
Basic	$	0.65	$	0.58	$	0.59
Diluted	$	0.62	$	0.53	$	0.56
Cash dividends per common share	$	0.29	$	0.25	$	0.25
Shares used in per share calculations:
Basic	267,648		268,134		264,153
Diluted	281,579		294,536		280,291

XILINX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	June 28, 2014		March 29, 2014 *
	(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	2,485,206	$	2,457,321
Accounts receivable, net	281,335		267,833
Inventories	256,791		233,999
Deferred tax assets and other current assets	145,367		107,994
Total current assets	3,168,699		3,067,147
Net property, plant and equipment	350,736		355,089
Long-term investments	1,109,645		1,190,775
Other assets	425,139		424,338
Total Assets	$	5,054,219	$	5,037,349
LIABILITIES , TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	296,825	$	369,260
Deferred income on shipments to distributors	69,258		55,099
Current portion of long-term debt	567,765		565,001
Total current liabilities	933,848		989,360
Long-term debt	994,110		993,870
Deferred tax liabilities	283,492		253,433
Other long-term liabilities	13,169		13,005
Temporary equity	32,236		34,999
Stockholders' equity	2,797,364		2,752,682
Total Liabilities, Temporary Equity and Stockholders' Equity	$	5,054,219	$	5,037,349
* Derived from audited financial statements

XILINX, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)
(In thousands)
	Three Months Ended
	June 28, 2014		March 29, 2014		June 29, 2013
SELECTED CASH FLOW INFORMATION:
Depreciation	$	13,468	$	13,860	$	14,033
Amortization	5,205		4,980		4,885
Stock-based compensation	22,106		25,961		20,954
Net cash provided by operating activities	130,119		189,375		144,209
Purchases of property, plant and equipment	9,116		14,148		11,301
Payment of dividends to stockholders	77,421		67,042		66,007
Repurchases of common stock	101,016		73,955		—
Proceeds from issuance of common stock
to employees and excess tax benefit	16,855		111,301		33,957
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,992	$	1,974	$	1,804
Research and development	10,505		12,723		10,219
Selling, general and administrative	9,609		11,264		8,931