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): October 27, 2021

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: N/A)

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 (see General Instruction A.2. below):

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value	XLNX	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange

Act. ☐

Item 2.02 Results of Operations and Financial Condition

On October 27, 2021, Xilinx, Inc. (the "Company") issued a press release announcing results for the fiscal quarter ended October 2, 2021. 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 27, 2021
104	Cover Page Interactive Data File (the Cover Page XBRL tags are embedded within the Inline XBRL document)

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 27, 2021	By:	/s/ Brice Hill
		Brice Hill
		Executive Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release of Xilinx, Inc. dated October 27, 2021
104	Cover Page Interactive Data File (the Cover Page XBRL tags are embedded within the Inline XBRL document)

EX-99.1

Exhibit 99.1

Investor Relations Contact:

Suresh Bhaskaran

Xilinx, Inc.

(408) 879-4784

ir@xilinx.com

XILINX REPORTS RECORD REVENUE IN FISCAL SECOND QUARTER 2022

l	Record revenue of $936 million, representing 7% sequential growth and 22% annual growth amidst continuing industry-wide supply chain challenges
l	Aerospace & Defense, Industrial and Test, Measurement & Emulation (AIT) revenue increased 20% sequentially, with strong performance in all sub-markets led by another record performance in the Industrial end market and improvement in Aerospace & Defense business
l	Automotive, Broadcast and Consumer (ABC) revenue in the quarter increased 19% sequentially, with record quarters in all sub-markets, led by the Automotive end market
l	Wired and Wireless Group (WWG) revenue increased 9% sequentially and 42% year-over-year as robust global 5G deployments continue and strength from the Wired business
l	Data Center Group (DCG) revenue declined modestly, down 3% quarter-over-quarter, as Networking strength was offset by a decline in Compute
l	Platform transformation continues with total Adaptive SoC revenue, which includes Zynq and Versal platforms, up 9% sequentially and 56% year-over-year, and representing 29% of total revenue

SAN JOSE, Calif., October 27, 2021 -- Xilinx, Inc. (Nasdaq: XLNX), the leader in adaptive computing, today announced record revenues of $936 million for the fiscal second quarter, up 7% over the previous quarter.

GAAP net income for the fiscal second quarter was $235 million, or $0.94 per diluted share. Non-GAAP net income for the quarter was $266 million, or $1.06 per diluted share.

As permitted as of October 27, 2021 under the terms of the Merger Agreement between Xilinx and Advanced Micro Devices, Inc. (AMD), the Xilinx Board of Directors voted unanimously to declare a cash dividend of $0.37 per outstanding share of common stock payable on November 15, 2021 to all stockholders of record at the close of business on November 8, 2021. The dividend is conditioned upon and will only be payable if the merger has not closed on or before the record date for such dividend.

Additional second quarter of fiscal year 2022 comparisons are provided in the charts below.

Q2 Fiscal 2022 Financial Highlights

(In millions, except EPS)

	GAAP
	Q2	Q1	Q2
	FY2022	FY2022	FY2021	Q-T-Q	Y-T-Y
Net revenues*	$936	$879	$767	7%	22%
Gross margin	$632	$586	$542	8%	17%
Operating income	$250	$210	$205	19%	22%
Net income	$235	$206	$194	14%	21%
Diluted earnings per share	$0.94	$0.83	$0.79	13%	19%
	Non-GAAP
	Q2	Q1	Q2
	FY2022	FY2022	FY2021	Q-T-Q	Y-T-Y
Net revenues*	$936	$879	$767	7%	22%
Gross margin	$644	$596	$548	8%	17%
Operating income	$288	$246	$216	17%	33%
Net income	$266	$236	$203	13%	31%
Diluted earnings per share	$1.06	$0.95	$0.82	12%	29%
* No adjustment between GAAP and Non-GAAP

“Xilinx delivered another record quarter despite the continuing industry-wide supply chain constraints,” said Victor Peng, Xilinx president and CEO. “We saw broad strength in the vast majority of our markets in the quarter, driven by record performance from the Industrial, Auto, Broadcast and Consumer end markets, as well as improvement in the Aerospace & Defense end market. Our business and operations teams have made tremendous efforts to support our customers’ critical needs in what continues to be an extremely challenging supply environment. We also believe we remain on track for regulatory approval for the AMD transaction and to close by the end of the calendar year.

“Industry trends continue to drive strong demand for Xilinx products. Core markets are benefiting from multiple tail winds, including the increasing requirements for advanced processing and broad digitalization trends in all industries, that are driving both increased silicon content as well as overall demand. 5G volumes remain strong, led by North America and the Asia Pacific region, across multiple products. Our engagements with hyperscalers are deepening as FPGA-as-a-Service expands to new workloads, and we continue to drive solid design win momentum in Compute, Networking and Storage.”

“The record quarters in Industrial, Auto, Broadcast and Consumer end markets drove total sequential growth of 7% and 22% year-over-year,” said Brice Hill, Xilinx CFO. “Our transformation to an adaptive platform company continues to accelerate, with Adaptive SoC sequential revenue growth of 9% and year-over-year growth of 56%. In addition, Advanced Products grew 9% sequentially and 28% year-over-year and represented 74% of total revenue.

“Free cash flow of $107 million, or 11% of revenue, reflected expected normalization in working capital following exceptionally strong free cash flow in Q1. We are extremely pleased that record revenues, combined with strong gross and operating margins, drove record non-GAAP net income and non-GAAP EPS in the quarter.”

Net Revenues by Geography:
	Percentages			Growth Rates
	Q2	Q1	Q2
	FY2022	FY2022	FY2021	Q-T-Q	Y-T-Y
North America	26%	23%	29%	20%	7%
Asia Pacific	48%	52%	48%	-3%	23%
Europe	16%	15%	18%	16%	14%
Japan	10%	10%	5%	8%	124%
Net Revenues by End Market:
	Percentages			Growth Rates
	Q2	Q1	Q2
	FY2022	FY2022	FY2021	Q-T-Q	Y-T-Y
A&D, Industrial and TME	40%	36%	44%	20%	13%
Automotive, Broadcast and Consumer	22%	20%	16%	19%	70%
Wired and Wireless Group	31%	30%	26%	9%	42%
Data Center Group	9%	10%	14%	-3%	-22%
Channel	-2%	4%	0%	NM	NM
Net Revenues by Product:
	Percentages			Growth Rates
	Q2	Q1	Q2
	FY2022	FY2022	FY2021	Q-T-Q	Y-T-Y
Advanced Products	74%	72%	70%	9%	28%
Core Products	26%	28%	30%	0%	8%

Products are classified as follows:

Advanced Products: Versal, UltraScale+, UltraScale and 7-series product families, and production boards business composed of Alveo, Solarflare, Network, and System-On-Modules.

Core Products: Virtex-6, Spartan-6, Virtex‐5, CoolRunner‐II, Virtex-4, Virtex-II, Spartan-3, Spartan-2, XC9500 products, configuration solutions, software & support/services.

Key Statistics:

(Dollars in Millions)

	Q2	Q1	Q2
	FY2022	FY2022	FY2021
Operating Cash Flow	$122	$390	$248
Depreciation Expense (including software amortization)	$31	$32	$30
Capital Expenditures (including software)	$15	$17	$15
Free Cash Flow (1)	$107	$373	$232
Inventory Days (internal)	86	89	114
Revenue Turns (%)	23	27	38

(1)Free Cash Flow = Operating Cash Flow - Capital Expenditures (including software)

Product and Financial Highlights - Fiscal Second Quarter 2022

•Microsoft announced that Azure is now utilizing its NP-VM FPGA-as-a-Service infrastructure, powered by Xilinx Alveo accelerators, to dramatically improve the performance of Apache Spark on the Azure Synapse analytics platform.

•Amazon announced the general availability of Amazon EC2 VT1 instances that feature the same Xilinx Alveo U30 media accelerator transcoding cards used in the SDK.

•Xilinx and NEC Corporation announced a collaboration on NEC’s next generation 5G radio units, expected to be available for global deployment in 2022.

•Xilinx announced that it has begun shipping its new Zynq RFSoC DFE in volume to multiple radio customers worldwide including a top wireless system vendor.

•Xilinx and Motovis, a provider of embedded AI for autonomous driving, are collaborating on a solution that pairs the Xilinx Automotive Zynq system-on-chip platform and Motovis’ convolutional neural network IP to the automotive market.

Commentary on AMD Transaction

As announced on October 27, 2020, Advanced Micro Devices, Inc. (AMD) intends to acquire Xilinx in an all-stock transaction. Due to the pending acquisition, Xilinx will not hold an earnings conference call or provide forward-looking guidance. As permitted as of October 27, 2021 under the terms of the Merger Agreement between Xilinx and AMD, the Xilinx Board of Directors has declared a cash dividend of $0.37 per outstanding share of common stock. The dividend is conditioned upon and will only be payable if the merger has not closed on or before the record date for such dividend. Xilinx’s stock repurchase program remains suspended. The parties believe that the transaction remains on-track for regulatory approval and close by calendar year end.

Non-GAAP Financial Information

Fiscal second quarter 2022 results include financial measures which are not determined in accordance with the United States generally accepted accounting principles (GAAP), as indicated. Non-GAAP measures should not be considered as a substitute for, or superior to, financial measures determined in accordance with GAAP. The presentation of non-GAAP financial measures has been reconciled, in each case, to the most directly comparable GAAP measure, as indicated in the accompanying tables. Xilinx’s (the Company) calculation of such non-GAAP measures may not be comparable to similarly-titled measures used by other companies.

Management uses the non-GAAP financial measures disclosed herein, other than free cash flow, to evaluate the Company's financial results from continuing operations (excluding the impact of acquisitions) and compare to operating performance in past periods. Similarly, Management believes presentation of these non-GAAP measures is useful to investors because it enables investors and analysts to evaluate operating expenses of the Company's core business, excluding the impact of non-core business expenses, such as acquisition-related amortization and non-recurring items, as described below:

M&A related expenses: These expenses mainly consist of legal, advisory and consulting fees associated with acquisition activities, and also include fees and retention compensation related to the Company’s acquisition by AMD. The Company believes these costs do not reflect its current operating performance.

Amortization of acquisition-related intangibles: Amortization of acquisition-related intangible assets consists of amortization of intangible assets such as developed technology acquired in connection with business combinations. The non-GAAP adjustments exclude these charges to facilitate an evaluation of the Company’s current operating performance and comparisons to its past operating performance.

Income taxes: The Company excludes the income tax effects of non-GAAP adjustments reflected in operating expenses and other income, as detailed above. It also excludes other significant tax effects of

post-acquisition tax integration transactions. The Company believes excluding post-acquisition tax integration items will facilitate a comparable evaluation of its current performance to its past performance.

In addition, free cash flow, which is cash flow from operations adjusted to exclude additions to software, property, plant, and equipment, is used by management when assessing the Company’s sources of liquidity, capital resources, and quality of earnings. The Company believes that this non-GAAP financial measure is helpful in understanding the Company’s capital requirements and provides an additional means to evaluate the cash flow trends of the Company’s business.

Forward-Looking Statements

This release contains forward-looking statements, which 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 uncertain events or assumptions also identify forward-looking statements. Such forward-looking statements include, but are not limited to, statements related to our proposed acquisition by AMD, the semiconductor market, the growth and acceptance of our products, expected revenue growth, the demand and growth in the markets we serve, and opportunity for expansion into new markets. Undue reliance should not be placed on such forward-looking statements, 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, among others, the impact of the ongoing COVID-19 pandemic and related mitigation measures (which, in addition to presenting its own risks and uncertainties, may also heighten the other risks and uncertainties faced by our business and decrease our visibility into all aspects of our business); closing of the proposed transaction with AMD on anticipated timing (including the risk that the conditions to the transaction are not satisfied on a timely basis or at all or the failure of the transaction to close for any other reason) and terms (including obtaining the anticipated tax treatment, regulatory approvals, required consents or authorizations); unanticipated difficulties or expenditures relating to the transaction; the response of business partners and retention as a result of the announcement and pendency of the transaction; the diversion of management time on transaction-related matters; customer acceptance of our new products; changing global economic conditions; our dependence on certain customers; trade and export restrictions; the condition and performance 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; our reliance on third parties (including distributors); variability in wafer pricing; costs and liabilities associated with current and future litigation (including litigation relating to the proposed transaction with AMD); our ability to generate cost and operating expense savings in an efficient and timely manner; our ability to realize the goals contemplated by our acquisitions and strategic investments; the impact of current and future legislative and regulatory changes; the impact of new accounting pronouncements and tax laws, including the U.S. Tax Cuts and Jobs Act, and interpretations thereof; and other risk factors described in our most recent Forms 10-Q and 10-K and subsequent filings with the U.S. Securities and Exchange Commission.

About Xilinx

Xilinx, Inc. develops highly flexible and adaptive computing platforms that enable rapid innovation across a variety of technologies - from the cloud, to the edge, to the endpoint. Xilinx is the inventor of the FPGA and Adaptive SoCs (including our Adaptive Compute Acceleration Platform, or ACAP), designed to deliver the most dynamic computing technology in the industry. We collaborate with our customers to

create scalable, differentiated and intelligent solutions that enable the adaptable, intelligent and connected world of the future. For more information, visit xilinx.com.

Xilinx, the Xilinx logo, Alveo, Artix, Kintex, Spartan, Versal, Vitis, Virtex, Vivado, Zynq, Kria and other designated brands included herein are trademarks of Xilinx in the United States and/or 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						Six Months Ended
	October 2, 2021		July 3, 2021		September 26, 2020		October 2, 2021		September 26, 2020
Net revenues	$	935,770	$	878,606	$	766,535	$	1,814,376	$	1,493,208
Cost of revenues:
Cost of products sold	293,327		283,441		218,120		576,768		444,223
Amortization of acquisition-related intangibles	10,150		9,066		6,696		19,216		13,393
Total cost of revenues	303,477		292,507		224,816		595,984		457,616
Gross margin	632,293		586,099		541,719		1,218,392		1,035,592
Operating expenses:
Research and development	253,881		247,975		219,647		501,856		429,760
Selling, general and administrative	126,319		124,920		113,793		251,239		219,176
Amortization of acquisition-related intangibles	2,252		2,841		2,862		5,093		5,724
Total operating expenses	382,452		375,736		336,302		758,188		654,660
Operating income	249,841		210,363		205,417		460,204		380,932
Interest and other income (expense), net	(9,204)		1,000		(10,771)		(8,204)		(22,924)
Income before income taxes	240,637		211,363		194,646		452,000		358,008
Provision for income taxes	6,092		5,022		830		11,114		70,356
Net income	$	234,545	$	206,341	$	193,816	$	440,886	$	287,652
Net income per common share:
Basic	$	0.95	$	0.84	$	0.79	$	1.79	$	1.18
Diluted	$	0.94	$	0.83	$	0.79	$	1.77	$	1.17
Cash dividends per common share	$	—	$	—	$	0.38	$	—	$	0.76
Shares used in per share calculations:
Basic	247,765		245,860		244,837		246,344		243,602
Diluted	250,457		249,320		246,763		249,478		245,847

XILINX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
	October 2, 2021		April 03, 2021*
	(unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	3,421,227	$	3,078,899
Accounts receivable, net	405,040		285,214
Inventories	285,568		311,085
Other current assets	73,257		71,064
Total current assets	4,185,092		3,746,262
Net property, plant and equipment	336,183		345,023
Other assets	1,474,286		1,427,916
Total Assets	$	5,995,561	$	5,519,201
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	107,429	$	116,046
Accrued and other liabilities	506,757		508,509
Total current liabilities	614,186		624,555
Long-term debt	1,493,311		1,492,688
Other long-term liabilities	492,519		514,997
Stockholders' equity	3,395,545		2,886,961
Total Liabilities and Stockholders' Equity	$	5,995,561	$	5,519,201
* Fiscal 2021 balances are derived from audited financial statements.

XILINX, INC.
SUPPLEMENTAL FINANCIAL INFORMATION
(Unaudited)
(In thousands)
	Three Months Ended						Six Months Ended
	October 2, 2021		July 3, 2021		September 26, 2020		October 2, 2021		September 26, 2020
SELECTED CASH FLOW INFORMATION:
Depreciation and amortization of software	$	30,908	$	32,192	$	30,249	$	63,100	$	61,998
Amortization - others	18,565		17,946		15,316		36,511		30,375
Stock-based compensation	69,720		67,609		58,439		137,329		108,822
Net cash provided by operating activities	122,117		389,897		247,583		512,014		493,054
Purchases of property, plant and equipment and software	14,959		17,186		15,331		32,145		30,792
Payment of dividends to stockholders	—		—		93,105		—		185,519
Repurchases of common stock	—		—		—		—		53,682
Taxes paid related to net share settlement of restricted stock units, net of proceeds from issuance of common stock	59,344		3,796		30,072		63,140		33,311
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	3,797		$	3,610	$	2,963	$	7,407	$	5,684
Research and development	42,273		41,462		36,110		83,735		66,479
Selling, general and administrative	23,650		22,537		19,366		46,187		36,659

XILINX, INC.
RECONCILIATIONS OF GAAP ACTUALS TO NON-GAAP ACTUALS
(Unaudited)
(In thousands, except per share amounts)
	Three Months Ended						Six Months Ended
	October 2, 2021		July 3, 2021		September 26, 2020		October 2, 2021		September 26, 2020
GAAP gross margin	$	632,293	$	586,099	$	541,719	$	1,218,392	$	1,035,592
M&A related expenses	1,249		933		—		2,182		—
Amortization of acquisition-related intangibles	10,150		9,066		6,696		19,216		13,393
Non-GAAP gross margin	$	643,692	$	596,098	$	548,415	$	1,239,790	$	1,048,985
GAAP operating income	$	249,841	$	210,363	$	205,417	$	460,204	$	380,932
Amortization of acquisition-related intangibles	12,402		11,907		9,558		24,309		19,117
M&A related expenses	25,905		23,757		1,506		49,662		3,069
Non-GAAP operating income	$	288,148	$	246,027	$	216,481	$	534,175	$	403,118
GAAP net income	$	234,545	206,341		$	193,816	$	440,886	$	287,652
Amortization of acquisition-related intangibles	12,402		11,907		9,558		24,309		19,117
M&A related expenses	25,905		23,757		1,506		49,662		3,069
Income tax effect of tax-related items	—		—		—		—		56,801
Income tax effect of non-GAAP adjustments	(7,021)		(6,259)		(1,470)		(13,280)		(3,060)
Non-GAAP net income	$	265,831	$	235,746	$	203,410	$	501,577	$	363,579
GAAP diluted EPS	$	0.94	$	0.83	$	0.79	$	1.77	$	1.17
Amortization of acquisition-related intangibles	0.05		0.05		0.03		0.10		0.08
Acquisition-related costs	0.10		0.10		0.01		0.20		0.01
Income tax effect of tax-related items	—		—		—		—		0.23
Income tax effect of non-GAAP adjustments	(0.03)		(0.03)		(0.01)		(0.05)		(0.01)
Non-GAAP diluted EPS	$	1.06	$	0.95	$	0.82	$	2.02	$	1.48
GAAP cash flow from operations	$	122,117	$	389,897	$	247,583	$	512,014	$	493,054
Capital expenditures (including software)	(14,959)		(17,186)		(15,331)		(32,145)		(30,792)
Free cash flow	$	107,158	$	372,711	$	232,252	$	479,869	$	462,262

XML

Cover Page	Jul. 28, 2021
Cover [Abstract]
Amendment Flag	false
Document Type	8-K
Document Period End Date	Oct. 27, 2021
Entity Registrant Name	XILINX, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	000-18548
Entity Tax Identification Number	77-0188631
Entity Address, Address Line One	2100 Logic Drive,
Entity Address, City or Town	San Jose,
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95124
City Area Code	408
Local Phone Number	559-7778
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value
Trading Symbol	XLNX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0000743988