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 27, 2016

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 27, 2016, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended July 2, 2016. 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 27, 2016

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 27, 2016	By:	/s/ Lorenzo A. Flores
		Lorenzo A. Flores
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Xilinx, Inc. dated July 27, 2016

EX-99.1

Exhibit 99.1

Investor Relations Contact:                            

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

XILINX ANNOUNCES FIRST QUARTER 2017 RESULTS;

ADVANCED PRODUCTS GROW 60% Y-T-Y, STRONG PROFITABILITY

SAN JOSE, CA, July 27, 2016-- Xilinx, Inc. (Nasdaq: XLNX) today announced first quarter fiscal 2017 sales of $575 million, up 1% sequentially, and up 5% from the first quarter of the prior fiscal year. First quarter net income was $163 million, or $0.61 per diluted share.

The Xilinx Board of Directors declared a quarterly cash dividend of $0.33 per outstanding share of common stock payable on August 24, 2016 to all stockholders of record at the close of business on August 11, 2016. 

Additional first quarter comparisons are represented in the charts below:

GAAP Results

(In millions, except EPS)

				Growth Rates
	Q1 FY 2017	Q4 FY 2016	Q1 FY 2016	Q-T-Q	Y-T-Y
Net revenues	$575	$571	$549	1%	5%
Operating income	$186	$178	$178	5%	4%
Net income	$163	$145	$148	12%	10%
Diluted earnings per share	$0.61	$0.54	$0.55	13%	11%

“Xilinx continues to deliver on technology leadership and execution. Sales from our 28nm product family achieved a new record during the quarter. Momentum from our 20nm products continued to be strong, with sales easily surpassing our $30 million target. In addition, 16nm products continued to gain exceptional customer adoption with all three Ultrascale+ product families shipping to over 100 customers in a broad base of end markets,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “Profitability was stronger than expected during the quarter. Gross margin of 70.7% was up from 69.2% in the prior quarter, primarily as a result of operational efficiencies and mix. Operating margin was 32.4%, driven by better gross margin and controlled operating expenses.”

Net Revenues by Geography:

	Percentages			Growth Rates
	Q1 FY 2017	Q4 FY 2016	Q1 FY 2016	Q-T-Q	Y-T-Y
North America	32%	32%	34%	1%	-1%
Asia Pacific	40%	38%	36%	5%	16%
Europe	19%	21%	19%	-6%	5%
Japan	9%	9%	11%	-4%	-15%

Net Revenues by End Market:

	Percentages			Growth Rates
	Q1 FY 2017	Q4 FY 2016	Q1 FY 2016	Q-T-Q	Y-T-Y
Communications & Data Center	44%	43%	38%	4%	22%
Industrial, Aerospace & Defense	39%	40%	44%	-2%	-8%
Broadcast, Consumer & Automotive	17%	17%	18%	0%	0%

Net Revenues by Product:

	Percentages			Growth Rates
	Q1 FY 2017	Q4 FY 2016	Q1 FY 2016	Q-T-Q	Y-T-Y
Advanced Products	42%	38%	27%	10%	60%
Core Products	58%	62%	73%	-5%	-16%

Products are classified as follows:

Advanced products: UltraScale+,Ultrascale and 7-series products.

Core products: Virtex-6,Spartan-6,Virtex‐5, CoolRunner‐II, Virtex‐4, Virtex‐II, Virtex‐E, Spartan-3, Spartan-II, Spartan, CoolRunner XC9500 products, configuration solutions, Software & Support/Services.

Note: The product categories represented above have been modified to make categories more meaningful given new product introductions and the maturing of products. For comparative purposes, we have provided supplemental information on our website at www.investor.xilinx.com that presents results based on previous classifications.

Key Statistics:

(Dollars in millions)

	Q1 FY 2017	Q4 FY 2016	Q1 FY 2016
Annual Return on Equity (%)*	25	21	22
Operating Cash Flow	$339	$127	$187
Depreciation Expense	$12	$12	$13
Capital Expenditures	$21	$15	$8
Combined Inventory Days	117	102	138
Revenue Turns (%)	50	49	46

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

Product and Financial Highlights - June Quarter

• The Advanced Products category grew to a record sales level, increasing 60% year over year. Xilinx continues to deliver on technology leadership and world-class execution.

• Xilinx generated a record $339 million in operating cash flow during the quarter driven by improved profitability as well as lower working capital requirements. Xilinx remains committed to a healthy return of cash to stockholders in the form of dividend and share repurchase.

• Advanced Micro Devices, ARM, Huawei, IBM, Mellanox, Qualcomm Technologies Inc., a subsidiary of Qualcomm Incorporated, and Xilinx, Inc. joined forces to bring a high-performance open acceleration framework to data centers. The companies are collaborating on the specification for the new Cache Coherent Interconnect for Accelerators (CCIX).  For the first time in the industry, a single interconnect technology specification will ensure that processors using different  instruction set architectures (ISA) can coherently share data with accelerators and enable efficient heterogeneous computing - significantly improving compute efficiency for servers running data center workloads.

• Xilinx announced the expansion of its 16nm UltraScale+ product roadmap with new acceleration enhanced technologies for the Data Center. The resulting products will deliver the powerful combination of Xilinx's industry-leading 16nm FinFET+ FPGAs with integrated High-Bandwidth Memory (HBM), and support for the recently announced CCIX.

Business Outlook - September Quarter Fiscal 2017

• Sales are expected to be approximately flat sequentially.

• Gross margin is expected to be approximately 70%.

• Operating expenses are expected to be approximately $230 million including $1 million of amortization of acquisition-related intangibles.

• Other income and expenses are expected to be a net expense of approximately $4 million.

• Fully diluted share count is expected to be approximately 266 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 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 32174654. 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 2017. 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, changing competitive dynamics due to industry consolidation, 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 is the leading provider of All Programmable FPGAs, SoCs, MPSoCs, and 3D ICs. Xilinx uniquely enables applications that are both software defined and hardware optimized - powering industry advancements in Cloud Computing, Embedded Vision, Industrial IoT, and 5G Wireless. For more information, visit www.xilinx.com.

#1632F

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
	July 2, 2016		April 2, 2016		June 27, 2015
Net revenues	$	574,981	$	571,066	$	549,008
Cost of revenues	168,297		175,799		159,954
Gross margin	406,684		395,267		389,054
Operating expenses:
Research and development	136,125		135,645		126,648
Selling, general and administrative	83,110		80,277		82,143
Amortization of acquisition-related intangibles	1,244		1,244		1,769
Total operating expenses	220,479		217,166		210,560
Operating income	186,205		178,101		178,494
Interest and other expense, net	4,587		8,263		10,527
Income before income taxes	181,618		169,838		167,967
Provision for income taxes	18,569		24,803		20,252
Net income	$	163,049	$	145,035	$	147,715
Net income per common share:
Basic	$	0.64	$	0.57	$	0.57
Diluted	$	0.61	$	0.54	$	0.55
Cash dividends per common share	$	0.33	$	0.31	$	0.31
Shares used in per share calculations:
Basic	252,901		255,467		258,021
Diluted	266,206		268,462		270,730

XILINX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	July 2, 2016		April 2, 2016
	(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	3,517,978	$	3,337,699
Accounts receivable, net	217,014		307,458
Inventories	195,282		178,550
Other current assets	91,426		92,951
Total current assets	4,021,700		3,916,658
Net property, plant and equipment	292,358		283,346
Long-term investments	209,015		220,807
Other assets	403,402		398,458
Total Assets	$	4,926,475	$	4,819,269
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	391,286	$	307,222
Deferred income on shipments to distributors	71,536		51,758
Current portion of long-term debt	588,542		585,417
Total current liabilities	1,051,364		944,397
Long-term debt	994,039		993,639
Deferred tax liabilities	263,413		261,467
Other long-term liabilities	17,856		16,979
Temporary equity	10,131		12,894
Stockholders' equity	2,589,672		2,589,893
Total Liabilities and Stockholders' Equity	$	4,926,475	$	4,819,269

XILINX, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)
(In thousands)
	Three Months Ended
	July 2, 2016		April 2, 2016		June 27, 2015
SELECTED CASH FLOW INFORMATION:
Depreciation	$	11,625	$	12,060	$	13,253
Amortization	3,713		4,464		4,354
Stock-based compensation	29,404		27,520		26,320
Net cash provided by operating activities	338,636		126,761		186,992
Purchases of property, plant and equipment	20,637		14,835		7,689
Payment of dividends to stockholders	83,599		78,877		80,206
Repurchases of common stock	100,154		143,183		100,000
Proceeds from issuance of common stock
to employees, net of withholding taxes	11,297		29,374		18,444
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	2,119	$	2,105	$	1,964
Research and development	15,120		15,131		14,692
Selling, general and administrative	12,165		10,284		9,664