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 20, 2010

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.)

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 20, 2010, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended October 2, 2010. 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 20, 2010

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 20, 2010	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 20, 2010

EX-99.1

Exhibit 99.1

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

XILINX ANNOUNCES FOURTH CONSECUTIVE QUARTER OF RECORD SALES;
OPERATING MARGIN REACHES 36%

SAN JOSE, CA, October 20, 2010— Xilinx, Inc. (Nasdaq: XLNX) today announced second quarter fiscal 2011 sales of $619.7 million, up 4% sequentially and up 49% from the second quarter of the prior fiscal year. Second quarter fiscal 2011 net income was $170.9 million, or $0.65 per diluted share.

The Xilinx Board of Directors announced a quarterly cash dividend of $0.16 per outstanding share of common stock, payable on December 1, 2010 to all stockholders of record at the close of business on November 10, 2010.

Additional second quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

	Q2		Q1		Q2		Growth Rates
	FY 2011		FY 2011		FY 2010		Q-T-Q			Y-T-Y
Net revenues	$	619.7	$	594.7	$	415.0		4	%		49	%
Operating income	$	222.7	$	208.0	$	82.1		7	%		171	%
Net income	$	170.9	$	158.6	$	64.0		8	%		167	%
Diluted earnings per share	$	0.65	$	0.58	$	0.23		12	%		183	%

The September quarter marked the fourth consecutive quarter of record sales for Xilinx. Operating margin of 36% was also a new milestone for Xilinx, up from 35% in the previous quarter; and up from 20% in the same quarter of the prior year.

“New Product sales were led by particularly strong growth from the Virtex™-6 and Spartan™-6 FPGA families,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “Combined sales from these families more than doubled sequentially in the September quarter driven by strong new customer adoption in wide ranging applications such as 3D digital video displays, high performance computing and wireless infrastructure.”

Net Revenues by Geography:

	Percentages
	Q2			Q1			Q2			Growth Rates
	FY 2011			FY 2011			FY 2010			Q-T-Q			Y-T-Y
North America		30	%		32	%		35	%		-3	%		28	%
Asia Pacific		35	%		34	%		35	%		7	%		52	%
Europe		26	%		26	%		21	%		4	%		85	%
Japan		9	%		8	%		9	%		22	%		38	%

Net Revenues by End Market:

	Percentages
	Q2			Q1			Q2			Growth Rates
	FY 2011			FY 2011			FY2010			Q-T-Q			Y-T-Y
Communications		48	%		47	%		46	%		5	%		55	%
Industrial & Other		31	%		32	%		31	%		1	%		52	%
Consumer & Automotive		15	%		15	%		16	%		7	%		41	%
Data Processing		6	%		6	%		7	%		6	%		25	%

Net Revenues by Product:

	Percentages
	Q2			Q1			Q2			Growth Rates
	FY 2011			FY 2011			FY 2010			Q-T-Q			Y-T-Y
New		44	%		39	%		31	%		17	%		113	%
Mainstream		27	%		30	%		33	%		-4	%		22	%
Base		25	%		27	%		31	%		-3	%		20	%
Support		4	%		4	%		5	%		-7	%		21	%

Products are classified as follows:

New Products: 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 2011		FY 2011		FY 2010
Annual Return on Equity (%)*		32		32		10
Operating Cash Flow	$	42	$	105	$	118
Depreciation Expense	$	13	$	12	$	12
Capital Expenditures	$	15	$	18	$	4
Combined Inventory Days		89		80		75
Revenue Turns (%)		48		53		57

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

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Highlights — Second Quarter Fiscal 2011

• Sales from the Virtex-5 FPGA family reached another milestone in the September quarter, surpassing $1 billion in total sales. This product family continues to experience solid design win traction in myriad applications such as wireless LTE infrastructure, LED backlit, avionics imaging and mobile backhaul.

• Xilinx augmented its leadership in Aerospace and Defense (A&D) solutions by launching the Virtex-5QV FPGA, the first high-density, rad-hard reconfigurable FPGA for space applications. Additionally, Xilinx received NSA approval of its Virtex-5Q FPGA solution for high-grade cryptographic processing, underscoring a 20-year track record of meeting the rigorous demands of the A&D industry.

Business Outlook — December Quarter Fiscal 2011

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

• Gross margin is expected to be approximately 65% plus or minus one percentage point.

• Operating expenses are expected to be approximately $190 million.

• Other income and expense is expected to be an expense of approximately $9 million.

• Fully diluted share count is expected to be approximately 262 million.

• December quarter tax rate is expected to be approximately 22%.

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 (800) 642-1687 and referencing confirmation code 14094913. 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 to identify such forward-looking statements that 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 2011. 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

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and are subject to risks and uncertainties including customer acceptance of our new products, the ability of our foundry suppliers to deliver sufficient wafer volumes in a timely manner, 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

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.

#1057F

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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. 2,			Jul. 3,			Sept. 26,			Oct. 2,			Sept. 26,
	2010			2010			2009			2010			2009
Net revenues	$	619,666		$	594,737		$	414,950		$	1,214,403		$	791,185
Cost of revenues		213,260			208,176			158,177			421,436			301,999
Gross margin		406,406			386,561			256,773			792,967			489,186
Operating expenses:
Research and development		96,578			94,484			90,145			191,062			173,378
Selling, general and administrative		87,174			84,058			78,621			171,232			152,177
Amortization of acquisition-related intangibles		—			—			—			—			2,493
Restructuring charges		—			—			5,915			—			21,686
Total operating expenses		183,752			178,542			174,681			362,294			349,734
Operating income		222,654			208,019			82,092			430,673			139,452
Interest and other expense, net		(3,484	)		(5,130	)		(1,782	)		(8,614	)		(12,692	)
Income before income taxes		219,170			202,889			80,310			422,059			126,760
Provision for income taxes		48,275			44,302			16,272			92,577			24,716
Net income	$	170,895		$	158,587		$	64,038		$	329,482		$	102,044
Net income per common share:
Basic	$	0.66		$	0.58		$	0.23		$	1.23		$	0.37
Diluted	$	0.65		$	0.58		$	0.23		$	1.22		$	0.37
Cash dividends declared per common share	$	0.16		$	0.16		$	0.14		$	0.32		$	0.28
Shares used in per share calculations:
Basic		260,151			272,097			276,353			267,355			275,735
Diluted		263,286			275,541			276,988			270,484			276,271

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

	Oct. 2,		Apr. 3,
	2010		2010
	(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,406,664	$	1,386,605
Accounts receivable, net		556,766		262,735
Inventories		170,180		130,628
Deferred tax assets and other current assets		210,303		127,098
Total current assets		2,343,913		1,907,066
Net property, plant and equipment		374,384		365,878
Long-term investments		704,586		582,202
Other assets		292,968		329,172
Total Assets	$	3,715,851	$	3,184,318
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	297,226	$	277,029
Deferred income on shipments to distributors		93,608		80,132
Total current liabilities		390,834		357,161
Convertible debentures		884,390		354,798
Deferred tax liabilities		350,702		294,149
Other long-term liabilities		62,694		57,740
Stockholders’ equity		2,027,231		2,120,470
Total Liabilities and Stockholders’ Equity	$	3,715,851	$	3,184,318

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

	Three Months Ended						Six Months Ended
	Oct. 2,		Jul. 3,		Sept. 26,		Oct. 2,		Sept. 26,
	2010		2010		2009		2010		2009
SELECTED CASH FLOW INFORMATION:
Depreciation	$	12,747	$	12,191	$	12,056		24,938		25,065
Amortization		1,943		1,743		3,260		3,686		8,567
Stock-based compensation		15,421		15,120		11,762		30,541		25,491
Net cash provided by operating activities		41,616		105,042		117,976		146,658		264,943
Purchases of property, plant and equipment		15,177		18,267		4,133		33,444		8,847
Payment of dividends to stockholders		41,645		43,817		38,744		85,462		77,318
Repurchases of common stock		32,976		433,333		—		466,309		—
Proceeds from issuance of common stock to employees and excess tax benefit		41,816		5,817		15,677		47,633		(379	)
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,312	$	1,267	$	1,272	$	2,579		2,387
Research and development		7,341		7,204		5,205		14,545		11,201
Selling, general and administrative		6,768		6,649		5,285		13,417		10,958
Restructuring charges		—		—		—		—		945

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