Xilinx Inc (XLNX) SEC Filing 8-K Material Event for the period ending Wednesday, October 27, 2021

Xilinx Inc

CIK: 743988 Ticker: XLNX

Exhibit 99.1

Investor Relations Contact:
Suresh Bhaskaran
Xilinx, Inc.
(408) 879-4784


lRecord revenue of $936 million, representing 7% sequential growth and 22% annual growth amidst continuing industry-wide supply chain challenges
lAerospace & 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
lAutomotive, Broadcast and Consumer (ABC) revenue in the quarter increased 19% sequentially, with record quarters in all sub-markets, led by the Automotive end market
lWired 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
lData Center Group (DCG) revenue declined modestly, down 3% quarter-over-quarter, as Networking strength was offset by a decline in Compute
lPlatform 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)

Net revenues*$936$879$7677%22%
Gross margin$632$586$5428%17%
Operating income$250$210$20519%22%
Net income$235$206$19414%21%
Diluted earnings per share$0.94$0.83$0.7913%19%
Net revenues*$936$879$7677%22%
Gross margin$644$596$5488%17%
Operating income$288$246$21617%33%
Net income$266$236$20313%31%
Diluted earnings per share$1.06$0.95$0.8212%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:
PercentagesGrowth Rates
North America26%23%29%20%7%
Asia Pacific48%52%48%-3%23%
Net Revenues by End Market:
PercentagesGrowth Rates
A&D, Industrial and TME40%36%44%20%13%
Automotive, Broadcast and Consumer22%20%16%19%70%
Wired and Wireless Group31%30%26%9%42%
Data Center Group9%10%14%-3%-22%
Net Revenues by Product:
PercentagesGrowth Rates
Advanced Products74%72%70%9%28%
Core Products26%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)
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)8689114
Revenue Turns (%)232738

(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, 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.


(In thousands, except per share amounts)
Three Months EndedSix Months Ended
October 2, 2021July 3, 2021September 26, 2020October 2, 2021September 26, 2020
Net revenues$935,770 $878,606 $766,535 $1,814,376 $1,493,208 
Cost of revenues:
Cost of products sold293,327 283,441 218,120 576,768 444,223 
Amortization of acquisition-related intangibles10,150 9,066 6,696 19,216 13,393 
Total cost of revenues303,477 292,507 224,816 595,984 457,616 
Gross margin632,293 586,099 541,719 1,218,392 1,035,592 
Operating expenses:
Research and development253,881 247,975 219,647 501,856 429,760 
Selling, general and administrative126,319 124,920 113,793 251,239 219,176 
Amortization of acquisition-related intangibles2,252 2,841 2,862 5,093 5,724 
Total operating expenses382,452 375,736 336,302 758,188 654,660 
Operating income249,841 210,363 205,417 460,204 380,932 
Interest and other income (expense), net(9,204)1,000 (10,771)(8,204)(22,924)
Income before income taxes240,637 211,363 194,646 452,000 358,008 
Provision for income taxes6,092 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:
Basic247,765 245,860 244,837 246,344 243,602 
Diluted250,457 249,320 246,763 249,478 245,847 

(In thousands)
October 2, 2021April 03, 2021*
Current assets:
  Cash, cash equivalents and short-term investments$3,421,227 $3,078,899 
  Accounts receivable, net405,040 285,214 
  Inventories285,568 311,085 
  Other current assets73,257 71,064 
Total current assets4,185,092 3,746,262 
Net property, plant and equipment336,183 345,023 
Other assets1,474,286 1,427,916 
Total Assets$5,995,561 $5,519,201 
Current liabilities:
 Accounts payable and accrued liabilities$107,429 $116,046 
Accrued and other liabilities506,757 508,509 
Total current liabilities614,186 624,555 
Long-term debt1,493,311 1,492,688 
Other long-term liabilities492,519 514,997 
Stockholders' equity3,395,545 2,886,961 
Total Liabilities and Stockholders' Equity$5,995,561 $5,519,201 
* Fiscal 2021 balances are derived from audited financial statements.

(In thousands)
Three Months EndedSix Months Ended
October 2, 2021July 3, 2021September 26, 2020October 2, 2021September 26, 2020
Depreciation and amortization of software$30,908 $32,192 $30,249 $63,100 $61,998 
Amortization - others18,565 17,946 15,316 36,511 30,375 
Stock-based compensation69,720 67,609 58,439 137,329 108,822 
Net cash provided by operating activities122,117 389,897 247,583 512,014 493,054 
Purchases of property, plant and equipment and software14,959 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 stock59,344 3,796 30,072 63,140 33,311 
Cost of revenues3,797 $3,610 $2,963 $7,407 $5,684 
Research and development42,273 41,462 36,110 83,735 66,479 
Selling, general and administrative23,650 22,537 19,366 46,187 36,659 

(In thousands, except per share amounts)
Three Months EndedSix Months Ended
October 2, 2021July 3, 2021September 26, 2020October 2, 2021September 26, 2020
GAAP gross margin$632,293 $586,099 $541,719 $1,218,392 $1,035,592 
M&A related expenses1,249 933 — 2,182 — 
Amortization of acquisition-related intangibles10,150 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 intangibles12,402 11,907 9,558 24,309 19,117 
M&A related expenses25,905 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 intangibles12,402 11,907 9,558 24,309 19,117 
M&A related expenses25,905 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 intangibles0.05 0.05 0.03 0.10 0.08 
Acquisition-related costs0.10 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 

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Ticker: XLNX
CIK: 743988
Form Type: 8-K Corporate News
Accession Number: 0000743988-21-000043
Submitted to the SEC: Wed Oct 27 2021 4:46:42 PM EST
Accepted by the SEC: Wed Oct 27 2021
Period: Wednesday, October 27, 2021
Industry: Semiconductors And Related Devices
  1. Earnings Release

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