Xilinx Annual Report 2012

← All annual reports

FY2012 Annual Report · Xilinx

Loading PDF…

2012 Form 10-K & Proxy

231223_CS_CVR_R1.indd 1

5/30/12 11:35 AM

Financial Highlights

(In Thousands, Except Per Share Amounts)

FY 2012

FY 2011

Net Revenues
Operating Income
Net Income
Diluted Earnings Per Share
Cash Dividends Declared Per Share

$ 2,240,736
$ 627,773
$ 530,079
1.95
$
0.76
$

$ 2,369,445
$ 795,399
$ 641,875
2.39
$
0.64
$

Net Revenues by End Markets
(Percent of Total Net Revenues)

Communications
Industrial & Other
Consumer & Automotive
Data Processing

Net Revenues by Geography
(Percent of Total Net Revenues)

North America
Asia Pacific
Europe
Japan

43%
35%
15%
7%

31%
33%
26%
10%

47%
32%
15%
6%

30%
36%
26%
8%

231223_CS_CVR_R1.indd 2

5/30/12 11:35 AM

2012 Form 10-K

This page intentionally left blank.

United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-K

(Mark One)

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended March 31, 2012

Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ___________ to ____________.

Commission File Number 000-18548

Xilinx, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

2100 Logic Drive, San Jose, CA
(Address of principal executive offices)

77-0188631
(I.R.S. Employer
Identification No.)

95124
(Zip Code)

(Registrant's telephone number, including area code) (408) 559-7778

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

Title of each class
Common stock, $0.01 par value

Name of each exchange on which registered
The NASDAQ Global Select Market

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES  NO 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES  NO 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YES  NO 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). YES  NO 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405) is not contained herein,
and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this Form 10-K. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller
reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2
of the Exchange Act.

Large accelerated filer 

Accelerated filer 

Non-accelerated filer 

Smaller reporting company 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES  NO 

The aggregate market value of the voting stock held by non-affiliates of the registrant based upon the closing price of the registrant's
common stock on October 1, 2011 as reported on the NASDAQ Global Select Market was approximately $5,132,609,000. Shares of
common stock held by each executive officer and director and by each person who owns 5% or more of the outstanding common
stock have been excluded in that such persons may be deemed affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.

As of May 11, 2012, the registrant had 263,904,412 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Parts of the Proxy Statement for the Registrant's Annual Meeting of Stockholders to be held on August 8, 2012 are incorporated by
reference into Part III of this Annual Report on Form 10-K.

Xilinx, Inc.
Form 10-K
For the Fiscal Year Ended March 31, 2012
Table of Contents

PART I

Item 1. Business

Item 1A. Risk Factors

Item 1B. Unresolved Staff Comments

Item 2. Properties

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Item 6. Selected Financial Data

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Item 8. Financial Statements and Supplementary Data

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Item 9A. Controls and Procedures

Item 9B. Other Information

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accountant Fees and Services

PART IV

Item 15. Exhibits and Financial Statement Schedules

Signatures

Page

FORWARD-LOOKING STATEMENTS

PART I

This Annual Report on Form 10-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995. Forward-looking statements may be found throughout this Annual Report and particularly in Items 1. "Business" and 3.
"Legal Proceedings" which contain discussions concerning our development efforts, strategy, new product introductions, backlog and
litigation. Forward-looking statements involve numerous known and unknown risks and uncertainties that could cause actual results
to differ materially and adversely from those expressed or implied. Such risks include, but are not limited to, those discussed
throughout this document as well as in Item 1A. "Risk Factors." Often, forward-looking statements can be identified by the use of
forward-looking words, such as "may," "will," "could," "should," "expect," "believe," "anticipate," "estimate," "continue," "plan,"
"intend," "project" and other similar terminology, or the negative of such terms. We disclaim any responsibility to update or revise
any forward-looking statement provided in this Annual Report or in any of our other communications for any reason.

ITEM 1.

BUSINESS

Xilinx, Inc. (Xilinx, the Company or we) designs, develops and markets programmable platforms. These programmable platforms
have several components:

•

•
•
•
•

integrated circuits (ICs) in the form of programmable logic devices (PLDs), including Extensible Processing Platforms
(EPPs);
software design tools to program the PLDs;
targeted reference designs;
printed circuit boards; and
intellectual property (IP), which consists of Xilinx and various third-party verification and IP cores.

In addition to its programmable platforms, Xilinx provides design services, customer training, field engineering and technical support.

Our PLDs include field programmable gate arrays (FPGAs), complex programmable logic devices (CPLDs) that our customers
program to perform desired logic functions, and EPPs, which combine industry standard ARM® processor-based systems with
programmable logic in a single device. Our products are designed to provide high integration and quick time-to-market for electronic
equipment manufacturers in end markets such as wired and wireless communications, industrial, scientific and medical, aerospace and
defense, audio, video and broadcast, consumer, automotive and data processing. We sell our products globally through independent
domestic and foreign distributors and through direct sales to original equipment manufacturers (OEMs) by a network of independent
sales representative firms and by a direct sales management organization.

Xilinx was founded and incorporated in California in February 1984. In April 1990, the Company reincorporated in Delaware. Our
corporate facilities and executive offices are located at 2100 Logic Drive, San Jose, California 95124, and our website address is
www.xilinx.com.

Industry Overview

There are three principal types of ICs used in most digital electronic systems: processors, which generally are utilized for control and
computing tasks; memory devices, which are used for storing program instructions and data; and logic devices, which generally are
used to manage the interchange and manipulation of digital signals within a system. Xilinx designs and develops PLDs, a type of
logic device. Alternatives to PLDs include application specific integrated circuits (ASICs) and application specific standard products
(ASSPs). PLDs, ASICs and ASSPs compete with each other since they may be utilized in many of the same types of applications
within electronic systems. However, variations in unit pricing, development cost, product performance, reliability, power
consumption, capacity, functionality, ease of use and time-to-market determine the degree to which the devices compete for specific
applications.

PLDs have key competitive advantages over competing ASICs and ASSPs, including:

•

Faster time-to-market and increased design flexibility. Both of these advantages are enabled by Xilinx desktop software
which allows users to implement and revise their designs quickly. In contrast, ASICs and ASSPs require significant
development time and offer limited, if any, flexibility to make design changes.
PLDs are standard components. This means that the same device can be sold to many different users for a myriad of
applications. In sharp contrast, ASICs and ASSPs are customized for an individual user or a specific application.

PLDs are generally disadvantaged in terms of relative device size when compared to chips that are designed to perform a fixed
function in a single or small set of applications. ASICs and ASSPs tend to be smaller than PLDs performing the same fixed function,

resulting in a lower unit cost. However, there is a high fixed cost associated with ASIC and ASSP development that is not applicable
to PLD customers. This fixed cost of development is expected to significantly increase on next generation technology nodes. From a
total cost of development perspective, ASICs and ASSPs have generally been more cost effective when used in high-volume
production; and PLDs have generally been more cost effective when used in low- to mid-volume production. However, we expect
PLDs to be able to address higher volume applications and gain market share from ASIC and ASSP suppliers as the fixed cost of
ASIC and ASSP development increases on next generation technology nodes.

An overview of typical PLD end market applications for our products is shown in the following table:

End Markets

Sub-Segments

Applications

Communications

Wireless

Wireline

• 3G/4G Base Stations

• Wireless Backhaul

• Enterprise Routers and Switches

• Metro Optical Networks

• Data Centers

Industrial and Other

Industrial, Scientific and Medical

• Factory Automation

Aerospace and Defense

Consumer and Automotive

Consumer

Automotive

Audio, Video and Broadcast

Data Processing

Storage and Servers

Office Automation

• Medical Imaging

• Test and Measurement Equipment

• Satellite Surveillance

• Radar and Sonar Systems

• Secure Communications

• Digital Televisions

• Digital SLR Cameras

• SetTop Boxes

• Infotainment Systems

• Driver Information Systems

• Driver Assistance Systems

• Cable Head-End Systems

• Post Production Equipment

• Broadcast Cameras

• Security and Encryption

• Computer Peripherals

• Copiers

• Printers

Strategy and Competition

Our strategy for expansion is the displacement of ASICs and ASSPs in the development of next generation electronic systems. The
costs and risks associated with application-specific devices can only be justified for high volume or highly specialized commodity
products. Programmable platforms, alternatively, are becoming critical for our customers to meet increasingly stringent product
requirements - cost, power, performance and density - in a business environment characterized by increased complexity, shrinking
market windows, rapidly changing market demands, capped engineering budgets, escalating ASIC and ASSP non-recurring
engineering costs and increased economic and development risk.

With every new generation of FPGAs, our strategy is to increase the performance, density and system-level functionality and
integration, while driving down cost and power consumption at each manufacturing process node. This enables us to provide simpler,
smarter programmable platforms and design methodologies that allows our customers' engineers to focus on end product innovation
and differentiation.

Our PLDs compete in the logic IC industry, an industry that is intensely competitive and characterized by rapid technological change,
increasing levels of integration, product obsolescence and continuous price erosion. We expect increased competition from our
primary PLD competitors, Altera Corporation (Altera), Lattice Semiconductor Corporation (Lattice) and Microsemi Corporation
(Microsemi), and from new companies that may enter the traditional programmable logic market segment. In addition, we expect
continued competition from the ASIC market, which has been ongoing since the inception of FPGAs, and the ASSP market. Other
competitors include manufacturers of:

high-density programmable logic products characterized by FPGA-type architectures;
high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs;

•
•
• ASICs and ASSPs with incremental amounts of embedded programmable logic;
•
•
•
•
•

high-speed, low-density CPLDs;
high-performance digital signal processing (DSP) devices;
products with embedded processors;
products with embedded multi-gigabit transceivers; and
other new or emerging programmable logic products.

We believe that important competitive factors in the logic IC industry include:

•
•
•
•
•
•
•
•
•
•

product pricing;
time-to-market;
product performance, reliability, quality, power consumption and density;
field upgradability;
adaptability of products to specific applications;
ease of use and functionality of software design tools;
availability and functionality of predefined IP;
inventory and supply chain management;
access to leading-edge process technology and assembly capacity; and
ability to provide timely customer service and support.

Silicon Product Overview

A brief overview of the silicon product offerings is listed in the table below. These products comprise the majority of our revenues.
Additionally, some of our more mature product families have been excluded from the table, although they continue to generate
revenues. We operate and track our results in one operating segment for financial reporting purposes.

Product Families

PLDs

Virtex®-7

KintexTM-7

ArtixTM-7

ZynqTM-7000

Virtex-6

Spartan®-6

Virtex-5

Virtex-4

Spartan-3A

Spartan-3E

Spartan-3

Date Introduced

June 2010

March 2011

February 2009

May 2006

June 2004

December 2006

March 2005

April 2003

Capacity
32K to 2M
Logic Cells
66K to 478K
Logic Cells
101K to 360K
Logic Cells
28K to 235K
Logic Cells
75K to 760K
Logic Cells
4K to 150K
Logic Cells
20K to 330K
Logic Cells
12K to 200K
Logic Cells
2K to 54K
Logic Cells
2K to 33K
Logic Cells
2K to 75K
Logic Cells

Process Technology

28-nanometer (nm)

28-nm

40-nm

45-nm

65-nm

90-nm

See information under the caption "Results of Operations - Net Revenues" in Item 7. "Management's Discussion and Analysis of
Financial Condition and Results of Operations" for information about our revenues from our product families.

28-nm Product Families

The 7 series devices that comprise our 28-nm product families are fabricated on a high-K metal gate, high performance, low power
28-nm process technology. These devices are based on a scalable and optimized architecture, which enables design and IP portability
and re-use across all families as well as provides designers the ability to achieve the appropriate combination of I/O support,
performance, feature quantities, packaging and power consumption to address a wide range of applications. The 7 series devices
consist of the following three families:

• Virtex-7 FPGAs are optimized for applications requiring the highest capacity, performance, DSP and serial connectivity.
Target applications include 400G and 100G line cards, high-performance computing and test and measurement applications.

• Kintex-7 FPGAs represent Xilinx's first mid-range FPGA family. These devices maximize price-performance and
performance per watt. Target applications include wireless LTE infrastructure, video display technology and medical
imaging.

• Artix-7 FPGAs offer the lowest power and system cost at higher performance than alternative high volume FPGAs. These
devices are targeted to high volume applications such as handheld portable ultrasound devices, multi-function printers and
software defined radio.

The Zynq-7000 family is the first family of Xilinx EPPs. This new class of product combines an industry-standard ARM dual-core
Cortex™-A9 MPCore™ processing system with Xilinx 28-nm architecture. There are four devices in the Zynq-7000 EPP family that
allow designers to target cost sensitive as well as high-performance applications from a single platform using industry-standard tools.
These devices are designed to enable incremental market opportunities in applications such as industrial motor control, driver
assistance and smart surveillance systems.

40-nm and 45-nm Product Families

The Virtex-6 FPGA family consists of 13 devices and is the sixth generation in the Virtex series of FPGAs. Virtex-6 FPGAs are
fabricated on a high-performance, 40-nm process technology. There are three Virtex-6 families, and each is optimized to deliver
different feature mixes to address a variety of markets as follows:

• Virtex-6 LXT FPGAs - optimized for applications that require high-performance logic, DSP and serial connectivity with low-

power 6.6G serial transceivers.

• Virtex-6 SXT FPGAs - optimized for applications that require ultra high-performance DSP and serial connectivity with low-

power 6.6G serial transceivers.

• Virtex-6 HXT FPGAs - optimized for communications applications that require the highest-speed serial connectivity with up

to 11.2G serial transceivers.

The latest generation in the Spartan FPGA series, the Spartan-6 FPGA family, is fabricated on a low-power 45-nm process
technology. The Spartan-6 family is the PLD industry's first 45-nm high-volume FPGA family, consisting of 11 devices in two
product families:

•
•

Spartan-6 LX FPGAs - optimized for applications that require the lowest cost.
Spartan-6 LXT FPGAs - optimized for applications that require LX features plus 3.125G serial transceivers.

65-nm Product Families

The Virtex-5 FPGA family consists of 26 devices in five product families: Virtex-5 LX FPGAs for logic-intensive designs, Virtex-5
LXT FPGAs for high-performance logic with serial connectivity, Virtex-5 SXT FPGAs for high-performance DSP with serial
connectivity, Virtex-5 FXT FPGAs for embedded processing with serial connectivity and Virtex-5 TXT FPGAs for high-bandwidth
serial connectivity.

Other Product Families

Prior generation Virtex families include Virtex-4, Virtex-II Pro, Virtex-II, Virtex-E and the original Virtex family. Spartan family
FPGAs include 90-nm Spartan-3 FPGAs, the Spartan-3E family and the Spartan-3A family. Prior generation Spartan families include
Spartan-IIE, Spartan-II, Spartan XL and the original Spartan family.

CPLDs operate on the lowest end of the programmable logic density spectrum. CPLDs are single-chip, nonvolatile solutions
characterized by instant-on and universal interconnect. CPLDs combine the advantages of ultra low power consumption with the
benefits of high performance and low cost. Prior generations of CPLDs include the CoolRunnerTM and XC9500 product families.

EasyPath™ FPGAs

EasyPath FPGAs offer customers a fast, simple method of cost-reducing FPGA designs. EasyPath FPGAs use the same production
masks and fabrication process as standard FPGAs and are tested to a specific customer application to improve yield and lower costs.
As a result, EasyPath FPGAs provide customers with significant cost reduction when compared to the standard FPGA devices without
the conversion risk, engineering effort, or the additional time required to move to an ASIC. The latest generation of EasyPath FPGAs
and EasyPath-7 FPGAs provide lower total product cost of ownership for cost-reducing high performance FPGAs.

Design Platforms and Services

Programmable Platforms

We offer three types of programmable platforms that support our customers' designs and reduce their development efforts:

The Base Platform is the delivery vehicle for all of our new silicon offerings used to develop and run customer-specific software
applications and hardware designs. Released at launch, the Base Platform is comprised of: FPGA silicon; Integrated Software
Environment (ISE®) Design Suite design environment; integration support of optional third-party synthesis, simulation, and signal
integrity tools; reference designs; development boards and IP.

The Domain-Specific Platform targets one of the three primary Xilinx FPGA user profiles: the embedded processing developer; the
DSP developer; or the logic/connectivity developer. It accomplishes this by augmenting the Base Platform with a targeted set of
integrated technologies, including: higher-level design methodologies and tools; domain-specific IP including embedded, Agile Mixed
Signal, video, DSP and connectivity; domain-specific development hardware and reference designs; and operating systems and
software.

The Market-Specific Platform enables software or hardware developers to quickly build and run their specific application or solution.
Built for specific markets such as automotive, consumer, aerospace and defense, communications, audio, video and broadcast,
industrial, or scientific and medical, the Market-Specific Platform integrates both the Base and Domain-Specific Platforms with higher
targeted applications elements such as IP, reference designs and boards optimized for a particular market.

Design Tools

To accommodate the various design methodologies and design flows employed by the wide range of our customers' user profiles such
as system designers, algorithm designers, software coders and logic designers, we provide the appropriate design environment tailored
to each user profile for design creation, design implementation and design verification. During April 2012, Xilinx introduced the next-
generation Vivado™ Design Suite designed to improve developer productivity resulting in dramatically faster design integration and
implementation. Vivado hallmarks include an easy-to-use IP-centric design flow and up to 4x improvement in run times. The
standards-based Vivado tools include high-level synthesis to provide a more direct flow in retargeting DSPs and general purpose
processors designs into our FPGAs, IP Integrator to rapidly stitch together cores at higher levels of abstraction, and a new analytical
place-and-route engine which significantly improves run times. Vivado supports Xilinx 7 series FPGAs and Zynq EPPs.

The previous generation tool chain, ISE Design Suite, features three domain-specific categories: embedded, DSP and
logic/connectivity. The ISE Design suite supports Xilinx 7 series FPGAs, Zynq EPPs and all previous generation FPGAs, enabling
customers to transition to the Vivado Design Suite when the timing is right for their design needs. Both the Vivado Design Suite and
ISE Design Suite also interoperate with a wide range of third-party Electronic Design Automation (EDA) software point-tools
offerings.

Intellectual Property

Xilinx and various third parties offer hundreds of no charge and fee-bearing IP core licenses covering Ethernet, memory controllers
Interlaken and PCIe® interface, as well as an abundance of domain-specific IP in the areas of embedded, DSP and connectivity, and
market-specific IP cores. In addition, our products and technology leverage industry standards such as ARM AMBA® AXI-4
interconnect technology, IP-XACT and IEEE P1735 encryption to facilitate plug-and-play FPGA design and take advantage of the
large ecosystem of ARM IP developers.

Development Boards, Kits and Configuration Products

In addition to the broad selection of legacy development boards presently offered, we have introduced a new unified board strategy
that enables the creation of a standardized and coordinated set of base boards available both from Xilinx and our ecosystem partners,
all utilizing the industry-standard extensions that enable customization for market specific applications. Adopting this standard for all
of our base boards enables the creation of a scalable and extensible delivery mechanism for all Xilinx programmable platforms.

We also offer comprehensive development kits including hardware, design tools, IP and reference designs that are designed to
streamline and accelerate the development of domain-specific and market-specific applications.

Finally, Xilinx offers a range of configuration products including one-time programmable and in-system programmable storage
devices to configure Xilinx FPGAs. These PROM (programmable read-only memory) products support all of our FPGA devices.

Third-Party Alliances

Xilinx and certain third parties have developed and continue to offer a robust ecosystem of IP, boards, tools, services and support
through the Xilinx alliance program. Xilinx also works with these third parties to promote our programmable platforms through third-
party tools, IP, software, boards and design services.

Engineering Services

Xilinx engineering services provide customers with engineering resources to augment their design teams and to provide expert design-
specific advice. Xilinx tailors its engineering services to the needs of its customers, ranging from hands-on training to full design
creation and implementation.

Research and Development

Our research and development (R&D) activities are primarily directed toward the design of new ICs, the development of new software
design automation tools for hardware and embedded software, the design of logic IP, the adoption of advanced semiconductor
manufacturing processes for ongoing cost reductions, performance and signal integrity improvements and lowering PLD power
consumption. As a result of our R&D efforts, we have introduced a number of new products during the past several years including
the Virtex-7, Kintex-7, Artix-7, Zynq 7000, Virtex-6 and Spartan-6 families. We have made enhancements to our IP core offerings
and introduced Vivado, the next generation software design suite. We extended our collaboration with our foundry suppliers in the
development of 65-nm, 45-nm, 40-nm and 28-nm manufacturing technology, enabling us to be the first company in the PLD industry
to ship 45-nm high-volume as well as 28-nm FPGA devices. Additionally, our investment in R&D has allowed us to ship the
industry's first 28-nm PLD with embedded ARM technology as well as the industry's first stacked silicon (3D) devices.

Our R&D challenge is to continue to develop new products that create value-added solutions for customers. In fiscal 2012, 2011 and
2010, our R&D expenses were $435.3 million, $392.5 million and $369.5 million, respectively. We believe technical leadership and
innovation are essential to our future success and are committed to maintaining a significant level of R&D investment.

Sales and Distribution

We sell our products to OEMs and to electronic components distributors who resell these products to OEMs or contract
manufacturers.

We use dedicated global sales and marketing organizations as well as independent sales representatives to generate sales. In general,
we focus our direct demand creation efforts on a limited number of key accounts with independent sales representatives often serving
those customers in defined territories. Distributors create demand within the balance of our customer base. Distributors also provide
inventory, value-added services and logistics for a wide range of our OEM customers.

Whether Xilinx, the independent sales representative, or the distributor identifies the sales opportunity, a local distributor will process
and fulfill the majority of all customer orders. In such situations, distributors are the sellers of the products and as such they bear all
legal and financial risks generally related to the sale of commercial goods, including such risks as credit loss, inventory shrinkage,
theft and foreign currency fluctuations, but excluding indemnity and warranty liability.

In accordance with our distribution agreements and industry practice, we have granted our authorized distributors the contractual right
to return certain amounts of unsold product on a periodic basis and also receive price adjustments for unsold product in the case of a
subsequent change in list prices. Revenue recognition on shipments to distributors worldwide is deferred until the products are sold to
the distributors' end customers.

Avnet, Inc. (Avnet) distributes the substantial majority of our products worldwide. As of March 31, 2012 and April 2, 2011, Avnet
accounted for 67% and 79%, respectively, of our total accounts receivable. Resale of product through Avnet accounted for 48%, 51%
and 49% of our worldwide net revenues in fiscal 2012, 2011 and 2010, respectively. We also use other regional distributors
throughout the world. We believe distributors provide a cost-effective means of reaching a broad range of customers while providing
efficient logistics services. Since PLDs are standard products, they do not present many of the inventory risks to distributors posed by
ASICs, and they simplify the requirements for distributor technical support. From time to time, we may add or terminate distributors
in specific geographies, or move customers to a direct support model as we deem appropriate given our strategies, the level of
distributor business activity and distributor performance and financial condition. See "Note 2. Summary of Significant Accounting
Policies and Concentrations of Risk" to our consolidated financial statements, included in Item 8. "Financial Statements and
Supplementary Data," for information about concentrations of credit risk and "Note 17. Segment Information" for information about
our revenues from external customers and domestic and international operations.

No end customer accounted for more than 10% of our net revenues in fiscal 2012, 2011 or 2010.

Backlog

As of March 31, 2012, our backlog from OEM customers and backlog from end customers reported by our distributors scheduled for
delivery within the next three months was $261.0 million, compared to $266.0 million as of April 2, 2011. Orders from end customers
to our distributors are subject to changes in delivery schedules or to cancellation without significant penalty. As a result, backlogs
from both OEM customers and end customers reported by our distributors as of any particular period may not be a reliable indicator of
revenue for any future period.

Wafer Fabrication

As a fabless semiconductor company, we do not manufacture wafers used for our IC products or PROMs. Rather, we purchase the
majority of our wafers from multiple foundries including United Microelectronics Corporation (UMC), Toshiba Corporation
(Toshiba), Taiwan Semiconductor Manufacturing Company Limited (TSMC) and Samsung Electronics Co., Ltd. (Samsung).
Currently, UMC manufactures the substantial majority of our wafers.

Precise terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductor
foundries are determined by periodic negotiations with each wafer foundry.

Our strategy is to focus our resources on market development and creating new ICs and software design tools rather than on wafer
fabrication. We continuously evaluate opportunities to enhance foundry relationships and/or obtain additional capacity from our main
suppliers as well as other suppliers of wafers manufactured with leading-edge process technologies, and we increase or decrease
loadings at particular foundries to meet our business needs.

Sort, Assembly and Test

Wafers are sorted by the foundry or independent sort subcontractors. Sorted die are assembled by subcontractors. During the
assembly process, the wafers are separated into individual die, which are then assembled into various package types. Following
assembly, the packaged units are generally tested by Xilinx personnel at our Singapore facility or by independent test subcontractors.
We purchase most of our assembly and some of our test services from Siliconware Precision Industries Ltd. in Taiwan and Amkor
Technology, Inc. in Korea and the Philippines.

Quality Certification

Xilinx has achieved quality management systems certification for ISO 9001:2000 for our facilities in San Jose, California; Dublin,
Ireland; Longmont, Colorado and Singapore. In addition, Xilinx achieved ISO 14001, OHSAS 18001 and TL 9000/ISO9001
environmental health and safety management system and quality certifications in the San Jose, Dublin and Singapore locations. We
also achieved TL 9000/ISO 9001 certification in Hyderabad, India.

Patents and Licenses

While our various proprietary intellectual property rights are important to our success, we believe our business as a whole is not
materially dependent on any particular patent or license, or any particular group of patents or licenses. As of March 31, 2012, we held
more than 2,800 issued United States (U.S.) patents, which vary in duration, and over 500 pending U.S. patent applications relating to
our proprietary technology. We maintain an active program of filing for additional patents in the areas of, but not limited to, circuits,
software, IC architecture, IP cores, system design, testing methodologies and other technologies relating to our products and business.
We have licensed some parties to certain portions of our patent portfolio and obtained licenses to certain third-party patents as well.

We have acquired various licenses from third parties to certain technologies that are implemented in IP cores or embedded in our
PLDs, such as processors. Those licenses support our continuing ability to make and sell these PLDs to our customers. We also
sublicense certain third-party proprietary software and open-source software, such as compilers, for our design tools. Continued use
of those software components is important to the operation of the design tools upon which customers depend.

We maintain the Xilinx trade name and trademarks, including the following trademarks that are registered in the U.S. and other
countries: Xilinx, the Xilinx logo, Artix, ISE, Kintex, Spartan, Virtex, Vivado and Zynq. Maintaining these trademarks, and the
goodwill associated with them, is important to our business. We have also obtained the rights to use certain trademarks owned by
consortiums and other trademark owners that are related to our products and business.

We intend to continue to protect our IP rights (including, for example, patents, copyrights and trademarks) vigorously. We believe
that failure to enforce our intellectual property rights or failure to protect our trade secrets effectively could have an adverse effect on
our financial condition and results of operations. We incurred, and in the future we may continue to incur, litigation expenses to
defend against claims of infringement and to enforce our intellectual property rights against third parties. However, any such
litigation may or may not be successful.

Employees

As of March 31, 2012, we had 3,265 employees compared to 3,099 as of the end of the prior fiscal year. None of our employees are
represented by a labor union. We have not experienced any work stoppages and believe we maintain good employee relations.

Executive Officers of the Registrant

Certain information regarding the executive officers of Xilinx as of May 25, 2012 is set forth below:

Name
Moshe N. Gavrielov

Steven L. Glaser

Scott R. Hover-Smoot

Jon A. Olson

Victor Peng

Raja G. Petrakian

Krishna Rangasayee

Vincent L. Tong

Frank A. Tornaghi

Age
57

Position

President and Chief Executive Officer (CEO)

Senior Vice President, Corporate Strategy and
Marketing
Corporate Vice President, General Counsel and
Secretary
Senior Vice President, Finance and Chief Financial
Officer (CFO)
Senior Vice President, Programmable Platforms
Group
Senior Vice President, Worldwide Operations

Senior Vice President, and General Manager,
Communications Business Unit
Senior Vice President, Worldwide Quality and New
Product Introductions
Senior Vice President, Worldwide Sales

There are no family relationships among the executive officers of the Company or the Board of Directors.

Moshe N. Gavrielov joined the Company in January 2008 as President and CEO and was appointed to the Board of Directors in
February 2008. Prior to joining the Company, Mr. Gavrielov served at Cadence Design Systems, Inc., an electronic design
automation company, as Executive Vice President and General Manager of the Verification Division from April 2005 through
November 2007. Mr. Gavrielov served as CEO of Verisity Ltd., an electronic design automation company, from March 1998 to April
2005 prior to its acquisition by Cadence Design Systems, Inc. Prior to joining Verisity, Mr. Gavrielov spent nearly 10 years at LSI
Corporation (formerly LSI Logic Corporation), a semiconductor manufacturer, in a variety of executive management positions,
including Executive Vice President of the Products Group, Senior Vice President and General Manager of International Marketing and
Sales and Senior Vice President and General Manager of LSI Logic Europe plc. Prior to joining LSI Corporation, Mr. Gavrielov held
various engineering and engineering management positions at Digital Equipment Corporation and National Semiconductor
Corporation.

Steven L. Glaser joined the Company in January 2011 as Corporate Vice President, Strategic Planning. In April 2012, Mr. Glaser
was promoted to his current position of Senior Vice President, Corporate Strategy and Marketing. Prior to joining the Company, Mr.
Glaser held various senior positions in Cadence Design Systems between April 2005 and January 2011, including Corporate Vice
President of Strategic Development and Corporate Vice President of Marketing for the Verification Division. From June 2003 to
April 2005, he served as Senior Vice President of Marketing at Verisity Ltd. Prior to that, Mr. Glaser held various senior business
and technical positions at companies in the semiconductor and electronic design automation industries.

Scott R. Hover-Smoot joined the Company in October 2007 as Vice President, General Counsel and Secretary. From November
2001 to October 2007, Mr. Hover-Smoot served as Regional Counsel and Director of Legal Operations with TSMC, an independent
semiconductor foundry. He served as Vice President and General Counsel of California Micro Devices Corporation, a provider of
application-specific protection devices and display electronics devices from June 1994 to November 2001. Prior to joining California
Micro Devices Corporation, Mr. Hover-Smoot spent over 20 years working in law firms including Berliner-Cohen, Flehr, Hohbach,
Test, Albritton & Herbert and Lyon & Lyon.

Jon A. Olson joined the Company in June 2005 as Vice President, Finance and CFO. Mr. Olson assumed his current position of
Senior Vice President, Finance and CFO in August 2006. Prior to joining the Company, Mr. Olson spent more than 25 years at Intel
Corporation, a semiconductor chip maker, serving in a variety of positions, including Vice President, Finance and Enterprise Services,
Director of Finance.

Victor Peng joined the Company in April 2008 as Senior Vice President, Silicon Engineering Group and became Senior Vice
President, Programmable Platforms Development in November 2008. In April 2012, Mr. Peng assumed his current position of Senior
Vice President, Programmable Platforms Group. Prior to joining the Company, Mr. Peng served as Corporate Vice President,
Graphics Products Group at Advanced Micro Devices (AMD), a provider of processing solutions, from November 2005 to April 2008.
Prior to joining AMD, Mr. Peng served in a variety of executive engineering positions at companies in the semiconductor and
processor industries.

Raja G. Petrakian joined the Company in October 1995 and has served in a number of key roles within Operations, including Senior
Director of Supply Chain Management and Vice President of Supply Chain Management. Dr. Petrakian assumed his current position

of Senior Vice President, Worldwide Operations in March 2009. Prior to joining Xilinx, Dr. Petrakian spent more than three years at
the IBM T.J. Research Center serving as a research staff member in the Manufacturing Research Department.

Krishna Rangasayee joined the Company in July 1999 and has served in a number of key roles, including as Senior Director of
Vertical Markets and Partnerships from November 2005 through June 2008. He then served as the Vice President of Strategic
Planning from July 2008 through September 2010 and was promoted to the rank of Corporate Vice President for the same function.
Mr. Rangasayee assumed the position of Corporate Vice President and General Manager, Communications Business Unit in October
2010. Mr. Rangasayee was promoted to his current position of Senior Vice President, and General Manager, Communications
Business Unit in April 2012. Prior to joining Xilinx, Mr. Rangasayee held various positions at Altera, a provider of programmable
logic solutions, and Cypress Semiconductor, a semiconductor company.

Vincent L. Tong joined the Company in May 1990 and has served in a number of key roles, including Vice President of Product
Technology and as Vice President, Worldwide Quality and Reliability. In April 2008, he assumed his current position of Senior Vice
President, Worldwide Quality and New Product Introductions and assumed the additional role of Executive Leader, Asia Pacific in
October 2011. Prior to joining the Company, Mr. Tong served in a variety of engineering positions at Monolithic Memories, a
producer of logic devices, and AMD. Mr. Tong serves on the board of the Global Semiconductor Alliance, a non-profit
semiconductor organization.

Frank A. Tornaghi joined the Company in February 2008 as Vice President, Worldwide Sales and assumed his current position of
Senior Vice President, Worldwide Sales in April 2008. Prior to joining the Company, Mr. Tornaghi spent 22 years at LSI
Corporation. Mr. Tornaghi acted as an independent consultant from April 2006 until he joined the Company. He served as Executive
Vice President, Worldwide Sales at LSI Corporation from July 2001 to April 2006 and as Vice President, North America Sales, from
May 1993 to July 2001. From 1984 until May 1993, Mr. Tornaghi held various management positions in sales at LSI Corporation.

Additional Information

We make available, via a link through our investor relations website located at www.investor.xilinx.com, access to our Annual Report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports filed or furnished
pursuant to Section 13(a) or 15(d) of the U.S. Securities Exchange Act of 1934, as amended (Exchange Act) as soon as reasonably
practicable after they are electronically filed with or furnished to the Securities and Exchange Commission (SEC). All such filings on
our investor relations website are available free of charge. Printed copies of these documents are also available to stockholders
without charge, upon written request directed to Xilinx, Inc., Attn: Investor Relations, 2100 Logic Drive, San Jose, CA 95124.
Further, a copy of this Annual Report on Form 10-K is located at the SEC's Public Reference Room at 100 F Street, N.E., Washington,
D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. The
SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding our filings at
http://www.sec.gov. The content on any website referred to in this filing is not incorporated by reference into this filing unless
expressly noted otherwise.

Additional information required by this Item 1 is incorporated by reference to the section captioned "Net Revenues - Net Revenues by
Geography" in Item 7. "Management's Discussion and Analysis of Financial Condition and Results of Operations" and to "Note 17.
Segment Information" to our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data."

This annual report includes trademarks and service marks of Xilinx and other companies that are unregistered and registered in the
U.S. and other countries.

ITEM 1A.

RISK FACTORS

The following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The
risks and uncertainties described below are not the only risks to the Company. Additional risks and uncertainties not presently known
to the Company or that the Company's management currently deems immaterial also may impair its business operations. If any of the
risks described below were to occur, our business, financial condition, operating results and cash flows could be materially adversely
affected.

Our success depends on our ability to develop and introduce new products and failure to do so would have a material adverse
impact on our financial condition and results of operations.

Our success depends in large part on our ability to develop and introduce new products that address customer requirements and
compete effectively on the basis of price, density, functionality, power consumption and performance. The success of new product
introductions is dependent upon several factors, including:

•
•

timely completion of new product designs;
ability to generate new design opportunities and design wins;

•

availability of specialized field application engineering resources supporting demand creation and customer adoption of new
products;
ability to utilize advanced manufacturing process technologies on circuit geometries of 28-nm and smaller;
achieving acceptable yields;
ability to obtain adequate production capacity from our wafer foundries and assembly and test subcontractors;
ability to obtain advanced packaging;
availability of supporting software design tools;
utilization of predefined IP of logic;
customer acceptance of advanced features in our new products; and

•
•
•
•
•
•
•
• market acceptance of our customers' products.

Our product development efforts may not be successful, our new products may not achieve industry acceptance and we may not
achieve the necessary volume of production that would lead to further per unit cost reductions. Revenues relating to our mature
products are expected to decline in the future, which is normal for our product life cycles. As a result, we may be increasingly
dependent on revenues derived from design wins for our newer products as well as anticipated cost reductions in the manufacture of
our current products. We rely primarily on obtaining yield improvements and corresponding cost reductions in the manufacture of
existing products, and on introducing new products that incorporate advanced features and other price/performance factors that enable
us to increase revenues while maintaining consistent margins. To the extent that such cost reductions and new product introductions
do not occur in a timely manner, or to the extent that our products do not achieve market acceptance at prices with higher margins, our
financial condition and results of operations could be materially adversely affected.

We rely on independent foundries for the manufacture of all of our products and a manufacturing problem or insufficient
foundry capacity could adversely affect our operations.

Most of our wafers are manufactured in Taiwan by UMC, and we have additional supply from Toshiba in Japan. In addition, the
wafers for our older products are manufactured in Japan by Seiko Epson Corporation. The wafers for our newest products are
manufactured in Taiwan by TSMC and in South Korea by Samsung. Terms with respect to the volume and timing of wafer
production and the pricing of wafers produced by the semiconductor foundries are determined by periodic negotiations between Xilinx
and these wafer foundries, which usually result in short-term agreements that do not provide for long-term supply or allocation
commitments. We are dependent on these foundries, especially UMC, which supplies the substantial majority of our wafers. We rely
on UMC and our other foundries to produce wafers with competitive performance attributes. Therefore, the foundries must be able to
transition to advanced manufacturing process technologies and increased wafer sizes, produce wafers at acceptable yields and deliver
them in a timely manner. We cannot guarantee that the foundries that supply our wafers will not experience manufacturing problems,
including delays in the realization of advanced manufacturing process technologies or difficulties due to limitations of new and
existing process technologies. Furthermore, we cannot guarantee the foundries will be able to manufacture sufficient quantities of our
products or continue to manufacture a product for the full life of the product. In addition, weak economic conditions may adversely
impact the financial health and viability of the foundries and result in their insolvency or their inability to meet their commitments to
us. For example, in the first quarter of fiscal 2010, we experienced supply shortages due to the difficulties encountered by the
foundries when they had to rapidly increase their production capacities from low utilization levels to high utilization levels because of
an unexpected increase in demand. In the fourth quarter of fiscal 2010 and first nine months of fiscal 2011, we also experienced
supply shortages due to very strong demand for our products and a surge in demand for semiconductors in general, which led to
tightening of foundry capacity across the industry. The insolvency of a foundry or any significant manufacturing problem or
insufficient foundry capacity would disrupt our operations and negatively impact our financial condition and results of operations.

We have established other sources of wafer supply for many of our products in an effort to secure a continued supply of wafers.
However, establishing, maintaining and managing multiple foundry relationships require the investment of management resources as
well as additional costs. If we do not manage these relationships effectively, it could adversely affect our results of operations.

General economic conditions and the related deterioration in the global business environment could have a material adverse
effect on our business, operating results and financial condition.

During the past three years, global consumer confidence eroded amidst concerns over declining asset values, inflation, volatility in
energy costs, geopolitical issues, the availability and cost of credit, rising unemployment, and the stability and solvency of financial
institutions, financial markets, businesses and sovereign nations, among other concerns. These concerns slowed global economic
growth and resulted in recessions in numerous countries, including many of those in North America, Europe and Asia. Recent events
have shown that the financial condition of sovereign nations, particularly in Europe, are of continuing concern as the sovereign debt
crisis remains unresolved. Recent events have also elevated concerns that macroeconomic conditions will worsen and economic
recovery will be delayed. These weak economic conditions resulted in reduced customer demand and had a negative impact on our
results of operations for the second and third quarter of fiscal 2012. If weak economic conditions persist or worsen, a number of
negative effects on our business could continue, including customers or potential customers reducing or delaying orders, the
insolvency of key suppliers, which could result in production delays, the inability of customers to obtain credit, and the insolvency of
one or more customers. Any of these effects could impact our ability to effectively manage inventory levels and collect receivables
and ultimately decrease our net revenues and profitability.

The semiconductor industry is characterized by cyclical market patterns and a significant industry downturn could adversely
affect our operating results.

The semiconductor industry is highly cyclical and our financial performance has been affected by downturns in the industry. Down
cycles are generally characterized by price erosion and weaker demand for our products. Weaker demand for our products resulting
from economic conditions in the end markets we serve and reduced capital spending by our customers can result, and in the past has
resulted, in excess and obsolete inventories and corresponding inventory write-downs. We attempt to identify changes in market
conditions as soon as possible; however, the dynamics of the market in which we operate make prediction of and timely reaction to
such events difficult. Due to these and other factors, our past results are not reliable predictors of our future results.

The nature of our business makes our revenues difficult to predict which could have an adverse impact on our business.

In addition to the challenging market conditions we may face, we have limited visibility into the demand for our products, particularly
new products, because demand for our products depends upon our products being designed into our end customers' products and those
products achieving market acceptance. Due to the complexity of our customers' designs, the design to volume production process for
our customers requires a substantial amount of time, frequently longer than a year. In addition, we are dependent upon "turns," orders
received and turned for shipment in the same quarter. These factors make it difficult for us to forecast future sales and project
quarterly revenues. The difficulty in forecasting future sales impairs our ability to project our inventory requirements, which could
result, and in the past has resulted, in inventory write-downs or failure to timely meet customer product demands in a timely manner.
In addition, difficulty in forecasting revenues compromises our ability to provide forward-looking revenue and earnings guidance.

If we are not able to successfully compete in our industry, our financial results and future prospects will be adversely affected.

Our PLDs compete in the logic IC industry, an industry that is intensely competitive and characterized by rapid technological change,
increasing levels of integration, product obsolescence and continuous price erosion. We expect increased competition from our
primary PLD competitors, Altera, Lattice and Microsemi, and from new market entrants. In addition, competition from the ASIC
market and from the ASSP market continues. We believe that important competitive factors in the logic IC industry include:

•
•
•
•
•
•
•
•
•
•

product pricing;
time-to-market;
product performance, reliability, quality, power consumption and density;
field upgradeability;
adaptability of products to specific applications;
ease of use and functionality of software design tools;
availability and functionality of predefined IP logic;
inventory and supply chain management;
access to leading-edge process technology and assembly capacity; and
ability to provide timely customer service and support.

Our strategy for expansion in the logic market includes continued introduction of new product architectures that address high-volume,
low-cost and low-power applications as well as high-performance, high-density applications. In addition, we anticipate continued
pricing pressure from our customers to reduce prices, which may outpace our ability to lower the cost for established products.
However, we may not be successful in executing these strategies.

Other competitors include manufacturers of:

high-density programmable logic products characterized by FPGA type architectures;
high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs;

•
•
• ASICs and ASSPs with incremental amounts of embedded programmable logic;
•
•
•
•
•

high-speed, low-density complex programmable logic devices;
high-performance digital signal processing devices;
products with embedded processors;
products with embedded multi-gigabit transceivers; and
other new or emerging programmable logic products.

Several companies have introduced products that compete with ours or have announced their intention to sell PLD products. To the
extent that our efforts to compete are not successful, our financial condition and results of operations could be materially adversely
affected.

The benefits of programmable logic have attracted a number of competitors to this segment. We recognize that different applications
require different programmable technologies, and we are developing architectures, processes and products to meet these varying
customer needs. Recognizing the increasing importance of standard software solutions, we have developed common software design
tools that support the full range of our IC products. We believe that automation and ease of design are significant competitive factors
in this segment.

We could also face competition from our licensees. In the past we have granted limited rights to other companies with respect to
certain of our older technology, and we may do so in the future. Granting such rights may enable these companies to manufacture and
market products that may be competitive with some of our older products.

Increased costs of wafers and materials, or shortages in wafers and materials, could adversely impact our gross margins and
lead to reduced revenues.

If greater demand for wafers is not offset by an increase in foundry capacity, market demand for wafers or production and assembly
materials increases, or if a supplier of our wafers ceases or suspends operations, our supply of wafers and other materials could
become limited. Such shortages raise the likelihood of potential wafer price increases, wafer shortages or shortages in materials at
production and test facilities, resulting in potential inability to address customer product demands in a timely manner. For example, as
a result of the March 2011 earthquake in Japan, certain suppliers were forced to temporarily halt production, resulting in a tightening
of supply for those materials. Such shortages of wafers and materials as well as increases in wafer or materials prices could adversely
affect our gross margins and would adversely affect our ability to meet customer demands and lead to reduced revenue.

We depend on distributors, primarily Avnet, to generate a majority of our sales and complete order fulfillment.

Resale of product through Avnet accounted for 48% of our worldwide net revenues in fiscal 2012, and as of March 31, 2012, Avnet
accounted for 67% of our total net accounts receivable. To align with our strategic initiative to consolidate our distribution channel, in
fiscal 2011 we further strengthened our partnership with Avnet, and Avnet committed more personnel and resources to our business.
In return for these long-term commitments, we agreed to temporarily extend payment terms for Avnet, which increased our trade
accounts receivable balance and days sales outstanding (DSO) as of the end of our second and third quarter of fiscal 2011 compared to
our historical level. Our trade accounts receivable balance and DSO levels specific to Avnet decreased in the fourth quarter of fiscal
2011 when Avnet returned to standard payment terms. Any adverse change to our relationship with Avnet or our remaining
distributors could have a material impact on our business. Furthermore, if a key distributor materially defaults on a contract or
otherwise fails to perform, our business and financial results would suffer. In addition, we are subject to concentrations of credit risk
in our trade accounts receivable, which includes accounts of our distributors. A significant reduction of effort by a distributor to sell
our products or a material change in our relationship with one or more distributors may reduce our access to certain end customers and
adversely affect our ability to sell our products.

In addition, the financial health of our distributors and our continuing relationships with them are important to our success.
Unpredictable economic conditions may adversely impact the financial health of some of these distributors, particularly our smaller
distributors. This could result in the insolvency of certain distributors, the inability of distributors to obtain credit to finance the
purchase of our products, or cause distributors to delay payment of their obligations to us and increase our credit risk exposure. Our
business could be harmed if the financial health of these distributors impairs their performance and we are unable to secure alternate
distributors.

We are dependent on independent subcontractors for most of our assembly and test services, and unavailability or disruption
of these services could negatively impact our financial condition and results of operations.

We are dependent on subcontractors to provide semiconductor assembly, substrate, test and shipment services. Any prolonged
inability to obtain wafers with competitive performance and cost attributes, adequate yields or timely delivery, any disruption in
assembly, test or shipment services, delays in stabilizing manufacturing processes and ramping up volume for new products,
transitions to new service providers or any other circumstance that would require us to seek alternative sources of supply, could delay
shipments and have a material adverse effect on our ability to meet customer demands. In addition, unpredictable economic conditions
may adversely impact the financial health and viability of these subcontractors and result in their insolvency or their inability to meet
their commitments to us. These factors would result in reduced net revenues and could negatively impact our financial condition and
results of operations.

A number of factors, including our inventory strategy, can impact our gross margins.

A number of factors, including yield, wafer pricing, product mix, market acceptance of our new products, competitive pricing
dynamics, geographic and/or market segment pricing strategies can cause our gross margins to fluctuate. In addition, forecasting our
gross margins is difficult because a significant portion of our business is based on turns within the same quarter.

Our current inventory levels are higher than historical norms due to actual demand being lower than forecast and our decision to build
ahead of a previously planned closure of a particular foundry process line at one of our foundry partners. In the event demand does
not materialize, we may be subject to incremental obsolescence costs. In addition, future product cost reductions could have an
increased impact on our inventory valuation, which would then impact our operating results.

Reductions in the average selling prices of our products could have a negative impact on our gross margins.

The average selling prices of our products generally decline as the products mature. We seek to offset the decrease in selling prices
through yield improvement, manufacturing cost reductions and increased unit sales. We also continue to develop higher value
products or product features that increase, or slow the decline of, the average selling price of our products. However, there is no
guarantee that our ongoing efforts will be successful or that they will keep pace with the decline in selling prices of our products,
which could ultimately lead to a decline in revenues and have a negative effect on our gross margins.

Because of our international business and operations, we are vulnerable to the economic conditions of the countries in which
we operate and currency fluctuations could have a material adverse affect on our business and negatively impact our financial
condition and results of operations.

In addition to our U.S. operations, we also have significant international operations, including foreign sales offices to support our
international customers and distributors, our regional headquarters in Ireland and Singapore and an R&D site in India. In connection
with the restructuring we announced in April 2009, our international operations grew as we relocated certain operations and
administrative functions outside the U.S. Sales and operations outside of the U.S. subject us to the risks associated with conducting
business in foreign economic and regulatory environments. Our financial condition and results of operations could be adversely
affected by unfavorable economic conditions in countries in which we do significant business or by changes in foreign currency
exchange rates affecting those countries. We derive over one-half of our revenues from international sales, primarily in the Asia
Pacific region, Europe and Japan. Past economic weakness in these markets adversely affected revenues. Sales to all direct OEMs and
distributors are denominated in U.S. dollars. While the recent movements of the Euro and Yen exchange rates against the U.S. dollar
had no material impact to our business, increased volatility could impact our European and Japanese customers. Currency instability
and volatility and disruptions in the credit and capital markets may increase credit risks for some of our customers and may impair our
customers' ability to repay existing obligations. Increased currency volatility could also positively or negatively impact our foreign-
currency-denominated costs, assets and liabilities. In addition, any devaluation of the U.S. dollar relative to other foreign currencies
may increase the operating expenses of our foreign subsidiaries adversely affecting our results of operations. Furthermore, because we
are increasingly dependent on the global economy, instability in worldwide economic environments occasioned, for example, by
political instability, terrorist activity or U.S. or other military actions could adversely impact economic activity and lead to a
contraction of capital spending by our customers. Any or all of these factors could adversely affect our financial condition and results
of operations in the future.

We are subject to the risks associated with conducting business operations outside of the U.S. which could adversely affect our
business.

In addition to international sales and support operations and development activities, we purchase our wafers from foreign foundries
and have our commercial products assembled, packaged and tested by subcontractors located outside the U.S. All of these activities
are subject to the uncertainties associated with international business operations, including tax laws and regulations, trade barriers,
economic sanctions, import and export regulations, duties and tariffs and other trade restrictions, changes in trade policies, anti-
corruption laws, foreign governmental regulations, potential vulnerability of and reduced protection for IP, longer receivable
collection periods and disruptions or delays in production or shipments, any of which could have a material adverse effect on our
business, financial condition and/or operating results. Additional factors that could adversely affect us due to our international
operations include rising oil prices and increased costs of natural resources. Moreover, our financial condition and results of
operations could be affected in the event of political conflicts or economic crises in countries where our main wafer providers, end
customers and contract manufacturers who provide assembly and test services worldwide, are located. Adverse change to the
circumstances or conditions of our international business operations could have a material adverse effect on our business.

We are exposed to fluctuations in interest rates and changes in credit rating and in the market values of our portfolio
investments which could have a material adverse impact on our financial condition and results of operations.

Our cash, short-term and long-term investments represent significant assets that may be subject to fluctuating or even negative returns
depending upon interest rate movements, changes in credit rating and financial market conditions. Since September 2007, the global
credit markets have experienced adverse conditions that have negatively impacted the values of various types of investment and non-
investment grade securities. During this time, the global credit and capital markets have experienced significant volatility and
disruption due to instability in the global financial system, uncertainty related to global economic conditions and concerns regarding
sovereign financial stability.

Therefore, there is a risk that we may incur other-than-temporary impairment charges for certain types of investments should credit
market conditions deteriorate or the underlying assets fail to perform as anticipated. Our future investment income may fall short of
expectations due to changes in interest rates or if the decline in fair values of our debt securities is judged to be other than temporary.
Furthermore, we may suffer losses in principal if we are forced to sell securities that have declined in market value due to changes in
interest rates or financial market conditions.

Our failure to protect and defend our intellectual property could impair our ability to compete effectively.

We rely upon patent, copyright, trade secret, mask work and trademark laws to protect our intellectual property. We cannot provide
assurance that such intellectual property rights can be successfully asserted in the future or will not be invalidated, violated,
circumvented or challenged. From time to time, third parties, including our competitors, have asserted against us patent, copyright and
other intellectual property rights to technologies that are important to us. Third parties may attempt to misappropriate our IP through
electronic or other means or assert infringement claims against our indemnitees or us in the future. Such assertions by third parties
may result in costly litigation, indemnity claims or other legal actions, and we may not prevail in such matters or be able to license any
valid and infringed patents from third parties on commercially reasonable terms. This could result in the loss of our ability to import
and sell our products or require us to pay costly royalties to third parties in connection with sales of our products. Any infringement

claim, indemnification claim, or impairment or loss of use of our intellectual property could materially adversely affect our financial
condition and results of operations.

Our ability to design and introduce new products in a timely manner is dependent upon third-party intellectual property.

In the design and development of new products and product enhancements, we rely on third-party intellectual property such as
software development tools and hardware testing tools. Furthermore, certain product features may rely on intellectual property
acquired from third parties. The design requirements necessary to meet future consumer demands for more features and greater
functionality from semiconductor products may exceed the capabilities of the third-party intellectual property or development tools
available to us. If the third-party intellectual property that we use becomes unavailable or fails to produce designs that meet consumer
demands, our business could be adversely affected.

We rely on information technology systems, and failure of these systems to function properly or unauthorized access to our
systems could result in business disruption.

We rely in part on various information technology (IT) systems to manage our operations, including financial reporting, and we
regularly evaluate these systems and make changes to improve them as necessary. Consequently, we periodically implement new, or
upgrade or enhance existing, operational and IT systems, procedures and controls. For example, in the third quarter of fiscal 2012 we
upgraded the IT systems we use to manage our operations and record and report financial information, and in the past we simplified
our supply chain and were required to make certain changes to our IT systems. Any delay in the implementation of, or disruption in
the transition to, new or enhanced systems, procedures or controls, could harm our ability to record and report financial and
management information on a timely and accurate basis. These systems are also subject to power and telecommunication outages or
other general system failures. Failure of our IT systems or difficulties in managing them could result in business disruption. We also
may be subject to unauthorized access to our IT systems through a security breach or attack. In the past there have been attempts by
third parties to penetrate and or infect our network and systems with malicious software, in an effort to gain access to our network and
systems. We seek to detect and investigate any security incidents and prevent their recurrence, but in some cases, we might be
unaware of an incident or its magnitude and effects. Our business could be significantly harmed and we could be subject to third party
claims in the event of such a security breach.

Earthquakes and other natural disasters could disrupt our operations and have a material adverse affect on our financial
condition and results of operations.

The independent foundries upon which we rely to manufacture our products, as well as our California and Singapore facilities, are
located in regions that are subject to earthquakes and other natural disasters. UMC's foundries in Taiwan and Toshiba's and Seiko's
foundries in Japan and our assembly and test partners in Japan and other regions as well as many of our operations in California are
centered in areas that have been seismically active in the recent past and some areas have been affected by other natural disasters such
as typhoons. Any catastrophic event in these locations will disrupt our operations, including our manufacturing activities and our
insurance may not cover losses resulting from such disruptions of our operations. This type of disruption could result in our inability
to manufacture or ship products, thereby materially adversely affecting our financial condition and results of operations. For example,
as a result of the March 2011 earthquake in Japan, production at the Seiko foundry at Sakata was halted temporarily, impacting
production of some of our older devices. In addition, suppliers of wafers and substrates were forced to halt production temporarily.
Disruption of operations at these foundries for any reason, including other natural disasters such as typhoons, tsunamis, volcano
eruptions, fires or floods, as well as disruptions in access to adequate supplies of electricity, natural gas or water could cause delays in
shipments of our products, and could have a material adverse effect on our results of operations. Furthermore, natural disasters can
also indirectly impact us. For example, our customers' supply of other complimentary products may be disrupted by a natural disaster
and may cause them to delay orders of our products.

If we are unable to maintain effective internal controls, our stock price could be adversely affected.

We are subject to the ongoing internal control provisions of Section 404 of the Sarbanes-Oxley Act of 2002 (the Act). Our controls
necessary for continued compliance with the Act may not operate effectively at all times and may result in a material weakness
disclosure. The identification of material weaknesses in internal control, if any, could indicate a lack of proper controls to generate
accurate financial statements and could cause investors to lose confidence and our stock price to drop.

We compete with others to attract and retain key personnel, and any loss of, or inability to attract, such personnel would harm
us.

We depend on the efforts and abilities of certain key members of management and other technical personnel. Our future success
depends, in part, upon our ability to retain such personnel and attract and retain other highly qualified personnel, particularly product
engineers. Competition for such personnel is intense and we may not be successful in hiring or retaining new or existing qualified
personnel. From time to time we have effected restructurings which eliminate a number of positions. Even if such personnel are not
directly affected by the restructuring effort, such terminations can have a negative impact on morale and our ability to attract and hire
new qualified personnel in the future. If we lose existing qualified personnel or are unable to hire new qualified personnel, as needed,
our business, financial condition and results of operations could be seriously harmed.

Unfavorable results of legal proceedings could adversely affect our financial condition and operating results.

From time to time we are subject to various legal proceedings and claims that arise out of the ordinary conduct of our business.
Certain claims are not yet resolved, including those that are discussed under Item 3. "Legal Proceedings," included in Part I of this
Form 10-K, and additional claims may arise in the future. Results of legal proceedings cannot be predicted with certainty. Regardless
of its merit, litigation may be both time-consuming and disruptive to our operations and cause significant expense and diversion of
management attention and we may enter into material settlements to avoid these risks. Should we fail to prevail in certain matters, or
should several of these matters be resolved against us in the same reporting period, we may be faced with significant monetary
damages or injunctive relief against us that would materially and adversely affect a portion of our business and might materially and
adversely affect our financial condition and operating results.

Our products could have defects which could result in reduced revenues and claims against us.

We develop complex and evolving products that include both hardware and software. Despite our testing efforts and those of our
subcontractors, defects may be found in existing or new products. These defects may cause us to incur significant warranty, support
and repair or replacement costs, divert the attention of our engineering personnel from our product development efforts and harm our
relationships with customers. Subject to certain terms and conditions, we have agreed to compensate certain customers for limited
specified costs they actually incur in the event our hardware products experience epidemic failure. As a result, epidemic failure and
other performance problems could result in claims against us, the delay or loss of market acceptance of our products and would likely
harm our business. Our customers could also seek damages from us for their losses.

In addition, we could be subject to product liability claims. A product liability claim brought against us, even if unsuccessful, would
likely be time-consuming and costly to defend. Product liability risks are particularly significant with respect to aerospace, automotive
and medical applications because of the risk of serious harm to users of these products. Any product liability claim, whether or not
determined in our favor, could result in significant expense, divert the efforts of our technical and management personnel, and harm
our business.

In preparing our financial statements, we make good faith estimates and judgments that may change or turn out to be
erroneous.

In preparing our financial statements in conformity with accounting principles generally accepted in the U.S., we must make estimates
and judgments in applying our most critical accounting policies. Those estimates and judgments have a significant impact on the
results we report in our consolidated financial statements. The most difficult estimates and subjective judgments that we make concern
valuation of marketable and non-marketable securities, revenue recognition, inventories, long-lived assets including acquisition-
related intangibles, goodwill, taxes and stock-based compensation. We base our estimates on historical experience, input from outside
experts and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We also have
other key accounting policies that are not as subjective, and therefore, their application would not require us to make estimates or
judgments that are as difficult, but which nevertheless could significantly affect our financial reporting. Actual results may differ
materially from these estimates. If these estimates or their related assumptions change, our operating results for the periods in which
we revise our estimates or assumptions could be adversely and perhaps materially affected.

Our failure to comply with the requirements of the International Traffic and Arms Regulations could have a material adverse
effect on our financial condition and results of operations.

Certain Xilinx space-grade FPGAs and related technologies are subject to the International Traffic in Arms Regulations (ITAR),
which are administered by the U.S. Department of State. The ITAR governs the export and reexport of these FPGAs, the transfer of
related technical data and the provision of defense services, as well as offshore production, test and assembly. We are required to
maintain an internal compliance program and security infrastructure to meet ITAR requirements.

An inability to obtain the required export licenses, or to predict when they will be granted, increases the difficulties of forecasting
shipments. In addition, security or compliance program failures that could result in penalties or a loss of export privileges, as well as
stringent ITAR licensing restrictions that may make our products less attractive to overseas customers, could have a material adverse
effect on our business, financial condition and/or operating results.

Our inability to effectively control the sale of our products on the gray market could have a material adverse effect on us.

We market and sell our products directly to OEMs and through authorized third-party distributors which helps to ensure that products
delivered to our customers are authentic and properly handled. From time to time, customers may purchase products bearing our
name from the unauthorized "gray market." These parts may be counterfeit, salvaged or re-marked parts, or parts that have been
altered, mishandled, or damaged. Gray market products result in shadow inventory that is not visible to us, thus making it difficult to
forecast supply or demand. Also, when gray market products enter the market, we and our authorized distributors may compete with
brokers of these discounted products, which can adversely affect demand for our products and negatively impact our margins. In
addition, our reputation with customers may be negatively impacted when gray market products bearing our name fail or are found to
be substandard.

Considerable amounts of our common shares are available for issuance under our equity incentive plans and convertible
debentures, and significant issuances in the future may adversely impact the market price of our common shares.

As of March 31, 2012, we had 2.00 billion authorized common shares, of which 263.6 million shares were outstanding. In addition,
46.1 million common shares were reserved for issuance pursuant to our equity incentive plans and Employee Stock Purchase Plan,
42.9 million common shares were reserved for issuance upon conversion or repurchase of the convertible debentures and 19.8 million
common shares were reserved for issuance upon exercise of warrants. The availability of substantial amounts of our common shares
resulting from the exercise or settlement of equity awards outstanding under our equity incentive plans or the conversion or repurchase
of convertible debentures using common shares, which would be dilutive to existing stockholders, could adversely affect the
prevailing market price of our common shares and could impair our ability to raise additional capital through the sale of equity
securities.

We have indebtedness that could adversely affect our financial position and prevent us from fulfilling our debt obligations.

The aggregate amount of our consolidated indebtedness as of March 31, 2012 was $1.29 billion (principal amount). We also may
incur additional indebtedness in the future. Our indebtedness may:

• make it difficult for us to satisfy our financial obligations, including making scheduled principal and interest payments on

the debentures and our other indebtedness;
limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general
corporate purposes;
limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures,
acquisitions or other general business purposes;
require us to use a portion of our cash flow from operations to make debt service payments;
limit our flexibility to plan for, or react to, changes in our business and industry;
place us at a competitive disadvantage compared to our less leveraged competitors;
increase our vulnerability to the impact of adverse economic and industry conditions; and
require us to repatriate off-shore cash to the U.S. at unfavorable tax rates.

•

•
•
•
•
•

Our ability to meet our debt service obligations will depend on our future performance, which will be subject to financial, business
and other factors affecting our operations, many of which are beyond our control.

The call options and warrant transactions related to our 2.625% Senior Convertible Debentures due June 15, 2017 (2.625%
Debentures) may affect the value of the debentures and our common stock.

To hedge against potential dilution upon conversion of the 2.625% Debentures, we purchased call options on our common stock from
the hedge counterparties. We also sold warrants to the hedge counterparties, which could separately have a dilutive effect on our
earnings per share to the extent that the market price per share of our common stock exceeds the applicable strike price of the warrants
of $42.91 per share.

As the hedge counterparties and their respective affiliates modify hedge positions, they may enter or unwind various derivatives with
respect to our common stock and/or purchase or sell our common stock in secondary market transactions. This activity also could
affect the market price of our common stock and/or debentures, which could affect the ability of the holders of the debentures to
convert and the number of shares and value of the consideration that will be received by the holders of the debentures upon
conversion.

The conditional conversion features of the outstanding debentures, if triggered, may adversely affect our financial condition
and operating results.

Our outstanding debentures have conditional conversion features. In the event the conditional conversion features of the debentures
are triggered, holders of such debentures will be entitled to convert the debentures at any time during specified periods at their option.
If one or more holders elect to convert their debentures, we would be required to settle any converted principal through the payment of
cash, which could adversely affect our liquidity. Even if holders do not elect to convert their debentures, we could be required under
applicable accounting rules to reclassify all or a portion of the outstanding principal of the debentures as a current rather than long-
term liability, which would result in a material reduction of our net working capital. In addition, we could be required to increase the
number of shares used in our per share calculations to reflect the potentially dilutive impact of the conversion.

Acquisitions and strategic investments present risks, and we may not realize the goals that were contemplated at the time of a
transaction.

We recently acquired technology companies whose products complement our products, and in the past we have made a number of
strategic investments in other technology companies. We may make similar acquisitions and strategic investments in the future.
Acquisitions and strategic investments present risks, including:

•

our ongoing business may be disrupted and our management's attention may be diverted by investment, acquisition,
transition or integration activities;

•

an acquisition or strategic investment may not further our business strategy as we expected, and we may not integrate an
acquired company or technology as successfully as we expected;
our operating results or financial condition may be adversely impacted by claims or liabilities that we assume from an
acquired company or technology or that are otherwise related to an acquisition;

• we may have difficulty incorporating acquired technologies or products with our existing product lines;
• we may have higher than anticipated costs in continuing support and development of acquired products, in general and

administrative functions that support such products;
our strategic investments may not perform as expected; and

•
• we may experience unexpected changes in how we are required to account for our acquisitions and strategic investments

pursuant to U.S. GAAP.

The occurrence of any of these risks could have a material adverse effect on our business, results of operations, financial condition or
cash flows, particularly in the case of a larger acquisition or several concurrent acquisitions or strategic investments.

The conflict minerals provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act could result in
additional costs and liabilities.

The Dodd-Frank Wall Street Reform and Consumer Protection Act requires the SEC to establish new disclosure and reporting
requirements for those companies who use "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries
in their products, whether or not these products are manufactured by third parties. When these new requirements are implemented,
they could affect the sourcing and availability of minerals used in the manufacture of our semiconductor products. There will also be
costs associated with complying with the disclosure requirements, including for due diligence in regard to the sources of any conflict
minerals used in our products, in addition to the cost of remediation and other changes to products, processes, or sources of supply as a
consequence of such verification activities.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2.

PROPERTIES

Our corporate offices, which include the administrative, sales, customer support, marketing, R&D and manufacturing and testing
groups, are located in San Jose, California. This main site consists of adjacent buildings providing 588,000 square feet of space,
which we own. Excess space in this facility is leased to tenants under multi-year lease agreements. We also own two parcels of land
totaling approximately 121 acres in South San Jose near our corporate facility. At present, we do not have any plans to develop the
land.

We own a 228,000 square foot facility in the metropolitan area of Dublin, Ireland, which serves as our regional headquarters in
Europe. The Irish facility is primarily used for service and support for our customers in Europe, R&D, marketing and IT support.

We own a 222,000 square foot facility in Singapore, which serves as our Asia Pacific regional headquarters. We own the building but
the land is subject to a 30-year lease expiring in November 2035. The Singapore facility is primarily used for manufacturing and
testing of our products, service and support for our customers in Asia Pacific/Japan, coordination and management of certain third
parties in our supply chain and R&D. Excess space in the facility is leased to tenants under long-term lease agreements.

We own a 130,000 square foot facility in Longmont, Colorado. The Longmont facility serves as the primary location for our software
efforts in the areas of R&D, manufacturing and quality control. In addition, we own a 200,000 square foot facility and 40 acres of
land adjacent to the Longmont facility for future expansion. The facility is partially leased to tenants under long-term lease
agreements and partially used by us.

We own a 45,000 square foot facility in Albuquerque, New Mexico which serves as a facility for our sales organization.

We lease office facilities for our engineering design centers in Hyderabad, India; Portland, Oregon; Edinburgh, Scotland; Toronto,
Canada; Beijing, China and Belfast, Northern Ireland. We also lease sales offices in various locations throughout North America,
which include the metropolitan areas of Chicago, Dallas, Los Angeles, Nashua, Ottawa, Raleigh, San Diego and Toronto as well as
international sales offices located in the metropolitan areas of Beijing, Brussels, Helsinki, Hong Kong, London, Milan, Munich,
Osaka, Paris, Seoul, Shanghai, Shenzhen, Stockholm, Taipei, Tel Aviv and Tokyo.

ITEM 3.

LEGAL PROCEEDINGS

Patent Litigation

On December 28, 2007, a patent infringement lawsuit was filed by PACT XPP Technologies, AG (PACT) against the Company in the
U.S. District Court for the Eastern District of Texas, Marshall Division (PACT XPP Technologies, AG. v. Xilinx, Inc. and Avnet, Inc.
Case No. 2:07-CV-563). The lawsuit pertained to eleven different patents and PACT sought injunctive relief, damages including
enhanced damages, interest and attorneys' fees. Nine of the eleven patents were dismissed from the case prior to trial. Trial
commenced in the matter on May 14, 2012 and on May 18, 2012 the jury concluded its deliberations. The jury found two patents held
by PACT were valid and were willfully infringed by the Company. The jury awarded PACT the sum of $15.4 million as damages and
royalties on past Xilinx sales. The presiding judge will decide the component for willful infringement at a future date which has not
yet been determined, and such enhanced damages, including the willfulness component, could be as much as treble the $15.4 million
jury verdict. Subsequent to the trial, plaintiff notified the Company that in addition to enhanced damages, it intends to seek attorneys'
fees, an ongoing royalty for future sales of infringing products, prejudgment interest, and certain other relief. The Company intends to
appeal the verdict and is evaluating its other options, including motions for judgment as a matter of law.

On July 30, 2010, a patent infringement lawsuit was filed by Intellitech Corporation (Intellitech) against the Company in the U.S.
District Court for the District of Delaware (Intellitech Corporation v. Altera Corporation, Xilinx, Inc. and Lattice Semiconductor
Corporation Case No. 1:10-CV-00645-UNA). The lawsuit pertained to a single patent and Intellitech sought declaratory and
injunctive relief, unspecified damages, interest and attorneys' fees. On February 15, 2011, the Company filed a lawsuit against
Intellitech in the U.S. District Court for the Northern District of California (Xilinx, Inc. v. Intellitech Corporation, Case No. CV11-
0699). The lawsuit pertained to seven patents and a single trademark and the Company sought declaratory and injunctive relief,
unspecified damages, costs and attorneys' fees. The parties reached a confidential agreement to settle both actions and the lawsuits
were dismissed with prejudice on October 18, 2011. The amount of the settlement did not have a material impact on the Company's
financial position or results of operations.

On February 14, 2011, the Company filed a complaint for declaratory judgment of patent noninfringement and invalidity against
Intellectual Ventures Management LLC and related entities (Intellectual Ventures) in the U.S. District Court for the Northern District
of California. On September 30, 2011, the Company amended its complaint in this case to eliminate certain defendants and patents
from the action (Xilinx, Inc. v Intellectual Ventures I LLC and Intellectual Ventures II LLC, Case No CV11-0671). The lawsuit
pertains to five patents and seeks judgments of non-infringement by Xilinx and judgments that the patents are invalid and
unenforceable, as well as costs and attorneys' fees.

On February 15, 2011, Intellectual Ventures added the Company as a defendant in its complaint for patent infringement previously
filed against Altera, Microsemi and Lattice in the U.S. District Court for the District of Delaware (Intellectual Ventures I LLC and
Intellectual Ventures II LLC v. Altera Corporation, Microsemi Corporation, Lattice Semiconductor Corporation and Xilinx, Inc., Case
No. 10-CV-1065). The lawsuit pertains to five patents, four of which Xilinx is alleged to be infringing. Intellectual Ventures seeks
unspecified damages, interest and attorneys' fees and the proceedings are in their early stages. The Company is unable to estimate its
range of possible loss in this matter at this time.

On October 17, 2011, Xilinx filed a complaint for patent non-infringement and invalidity and violation of California Business and
Professions Code Section 17200 in the U.S. District Court for the Northern District of California against Intellectual Ventures and
related entities as well as additional defendants (Xilinx, Inc. v. Intellectual Ventures, LLC. Intellectual Ventures Management, LLC,
Detelle Relay KG, LLC, Roldan Block NY LLC, Latrosse Technologies LLC, TR Technologies Foundation LLC, Taichi Holdings,
LLC, Noregin Assets N.V., LLC and Intellectual Venture Funding LLC Case No CV-04407). By order dated January 25, 2012, the
Court granted with leave to amend defendants' motion to dismiss Xilinx's claim for violation of California Business and Professions
Code section 17200. The Company has amended its complaint to remove the claim for violation of California Business and
Professions Code section 17200. The remainder of the lawsuit pertains to seven patents and seeks judgments of non-infringement by
Xilinx and judgments that the patents are invalid and unenforceable, as well as costs and attorneys' fees.

On or about September 2, 2011, a patent infringement lawsuit was filed by HSM Portfolio LLC and Technology Properties Limited
LLC (HSM/TPL) against the Company and seventeen other defendants in the U.S. District of Delaware (HSM Portfolio LLC and
Technology Properties Limited LLC v. Fujitsu Limited, et al., Case No. CV11-770). The lawsuit pertains to four patents, two of which
Xilinx was alleged to infringe. HSM/TPL sought unspecified damages, interest and attorneys' fees. The parties reached a confidential
agreement to settle the action and all claims against Xilinx were dismissed with prejudice on December 30, 2011. The amount of the
settlement did not have a material impact on the Company's financial position or results of operations.

On or about September 15, 2011, a patent infringement lawsuit was filed by Smart Foundry Solutions, LLC (SFS) against the
Company and eight other defendants in the U.S. District Court for the Central District of California (Smart Foundry Solutions, LLC v.
Analog Devices, et al., Case No. CV-01396). The lawsuit pertained to a single patent and SFS sought injunctive relief, unspecified

damages, interest and attorneys' fees. On February 13, 2012, SFS voluntarily dismissed its complaint against the Company, without
prejudice.

On March 23, 2012, a patent infringement lawsuit was filed by Advanced Processor Technologies LLC ("APT") against the Company
in the U.S. District Court for the Eastern District of Texas, Marshall Division (Advanced Processor Technologies LLC v. Xilinx, Inc.,
Case No. 2;12-CV-158). The lawsuit pertains to three patents and APT seeks royalties, injunctive relief and unspecified damages and
the proceedings are in their early stages. The Company is unable to estimate its range of possible loss in this matter at this time.

We intend to continue to protect and defend our IP vigorously.

Other Matters

From time to time, we are involved in various disputes and litigation matters that arise in the ordinary course of our business. These
include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory,
distribution arrangements, employee relations and other matters. Periodically, we review the status of each matter and assess its
potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible
losses can be estimated, we accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes
are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As
additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and
may revise estimates.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

24.14

25.17

29.42

Fiscal
2011

0.16

PART II

ITEM 5.

MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

Our common stock trades on the NASDAQ Global Select Market under the symbol XLNX. As of May 11, 2012, there were
approximately 650 stockholders of record. Since many holders' shares are listed under their brokerage firms' names, the actual number
of stockholders is estimated by us to be over 78,000.

The following table sets forth the high and low closing sale prices, for the periods indicated, for our common stock as reported by the
NASDAQ Global Select Market:

Fiscal 2012

Fiscal 2011

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

High

37.06

37.11

33.46

37.45

Low

30.55

27.44

27.06

32.10

29.28

29.06

35.11

High

Low

27.73

23.68

Dividends Declared Per Common Share

The following table presents the quarterly dividends declared on our common stock for the periods indicated:

First Quarter

Second Quarter

Third Quarter

Fourth Quarter

Fiscal
2012

0.19

On March 13, 2012, our Board of Directors declared a cash dividend of $0.22 per common share for the first quarter of fiscal 2013.
The dividend is payable on June 6, 2012 to stockholders of record on May 16, 2012.

Securities authorized for issuance under equity compensation plans

See "Equity Compensation Plan Information," included in Item 12. "Securities authorized for issuance under equity compensation
plans" in Part III of this Form 10-K for information regarding our equity compensation plans.

Issuer Purchases of Equity Securities
In June 2010, the Board authorized the repurchase of up to $500.0 million of common stock (2010 Repurchase Program). The 2010
Repurchase Program has no stated expiration date. Through March 31, 2012, we had used $312.9 million authorized under the 2010
Repurchase Program, leaving $187.1 million available for future purchases under the 2010 Repurchase Program.

We did not repurchase any of our common stock during the fourth quarter of fiscal 2012. See "Note 15. Stockholders' Equity" to our
consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data" for information regarding our
stock repurchase plans.

Company Stock Price Performance

The following graph shows a comparison of cumulative total return for our common stock, the Standard & Poor's 500 Stock Index
(S&P 500 Index), and the Standard & Poor's 500 Semiconductors Index (S&P 500 Semiconductors Index). The graph covers the
period from March 30, 2007, the last trading day before our 2007 fiscal year, to March 30, 2012, the last trading day of our 2012 fiscal
year. The graph and table assume that $100 was invested on March 30, 2007 in our common stock, the S&P 500 Index and the S&P
500 Semiconductors Index and that all dividends were reinvested.

Company / Index

03/30/07

03/28/08

03/27/09

04/01/10

04/01/11

03/30/12

Xilinx, Inc.

S&P 500 Index
S&P 500
Semiconductors Index

100.00

91.49

94.39

79.37

60.09

107.53

88.65

137.71

102.27

159.87

110.46

100.00

93.62

69.28

105.65

114.82

135.17

Note: Stock price performance and indexed returns for our Common Stock are historical and are not indicators of future price
performance or future investment returns.

ITEM 6.

SELECTED FINANCIAL DATA

Consolidated Statement of Income Data
Five years ended March 31, 2012
(In thousands, except per share amounts)

Net revenues

Operating income

Income before income taxes

Provision for income taxes

Net income

Net income per common share:

Basic

Diluted

Shares used in per share calculations:

Basic

Diluted

2012 (1)

2010 (3)
$ 2,240,736 $ 2,369,445 $ 1,833,554 $ 1,825,184 $ 1,841,372

2011 (2)

2008 (5)

2009 (4)

627,773

597,051

66,972

530,079

795,399

771,080

129,205

641,875

432,149

429,518

424,194

421,765

458,026

64,281

96,307

469,489

100,174

357,484

361,719

369,315

2.01 $

1.95 $

2.43 $

2.39 $

1.30 $

1.29 $

1.31 $

1.25

1.24

263,783

272,157

264,094

268,061

276,012

276,113

295,050

276,953

276,854

298,636

Cash dividends declared per common share

0.76 $

0.64 $

0.60 $

0.56 $

0.48

(1) Fiscal 2012 consolidated statement of income data included restructuring and litigation charges of $3,369 and $15,400, respectively.

(2) Fiscal 2011 consolidated statement of income data included restructuring charges of $10,346 and impairment loss on investments of $5,904.

(3) Fiscal 2010 consolidated statement of income data included restructuring charges of $30,064 and impairment loss on investments of $3,805.

(4) Fiscal 2009 consolidated statement of income data included restructuring charges of $22,023, a gain on early extinguishment of convertible debentures of $75,035,

impairment loss on investments of $54,129 and a charge of $3,086 related to an impairment of a leased facility that we did not occupy.

(5) Fiscal 2008 consolidated statement of income data included a loss on the sale of our remaining UMC investment of $4,731, an impairment loss on investments of

$2,850 and a charge of $1,614 related to an impairment of a leased facility that we did not occupy.

Consolidated Balance Sheet Data
Five years ended March 31, 2012
(In thousands)

Working capital

Total assets

Convertible debentures

Other long-term liabilities

Stockholders' equity

2012

2011

2010

2009

2008

2,107,533 $

2,254,646 $

1,549,905 $

1,519,402 $

1,479,530

4,464,122

4,140,850

3,184,318

2,811,901

3,099,218

906,569

507,092

890,980

467,113

354,798

351,889

352,110

277,965

504,461

284,892

2,707,685

2,414,617

2,120,470

1,948,760

1,969,197

ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

This discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated
financial statements and accompanying notes included in Item 8. "Financial Statements and Supplementary Data."

Cautionary Statement

The statements in this Management's Discussion and Analysis that are forward-looking, within the meaning of the Private Securities
Litigation Reform Act of 1995, involve numerous risks and uncertainties and are based on current expectations. The reader should not
place undue reliance on these forward-looking statements. Our actual results could differ materially from those anticipated in these
forward-looking statements for many reasons, including those risks discussed under "Risk Factors" and elsewhere in this document.
Often, forward-looking statements can be identified by the use of forward-looking words, such as "may," "will," "could," "should,"
"expect," "believe," "anticipate," "estimate," "continue," "plan," "intend," "project" and other similar terminology, or the negative of
such terms. We disclaim any responsibility to update or revise any forward-looking statement provided in this Management's
Discussion and Analysis for any reason.

Nature of Operations

We design, develop and market programmable platforms, including advanced ICs in the form of PLDs, software design tools and
predefined system functions delivered as IP. In addition to our programmable platforms, we provide design services, customer
training, field engineering and technical support. Our PLDs include FPGAs, CPLDs and EPPs. These devices are standard products
that our customers program to perform desired logic functions. Our products are designed to provide high integration and quick time-
to-market for electronic equipment manufacturers in end markets such as wired and wireless communications, industrial, scientific and
medical, aerospace and defense, audio, video and broadcast, consumer, automotive and data processing. We sell our products globally
through independent domestic and foreign distributors and through direct sales to OEMs by a network of independent sales
representative firms and by a direct sales management organization.

Critical Accounting Policies and Estimates

The methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results
we report in our consolidated financial statements. The SEC has defined critical accounting policies as those that are most important to
the portrayal of our financial condition and results of operations and require us to make our most difficult and subjective judgments,
often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, our critical accounting
policies include: valuation of marketable securities, which impacts losses on debt and equity securities when we record impairments;
revenue recognition, which impacts the recording of revenues; and valuation of inventories, which impacts cost of revenues and gross
margin. Our critical accounting policies also include: the assessment of impairment of long-lived assets including acquisition-related
intangibles, which impacts their valuation; the assessment of the recoverability of goodwill, which impacts goodwill impairment;
accounting for income taxes, which impacts the provision or benefit recognized for income taxes, as well as the valuation of deferred
tax assets recorded on our consolidated balance sheet; and valuation and recognition of stock-based compensation, which impacts
gross margin, R&D expenses, and selling, general and administrative (SG&A) expenses. Below, we discuss these policies further, as
well as the estimates and judgments involved. We also have other key accounting policies that are not as subjective, and therefore,
their application would not require us to make estimates or judgments that are as difficult, but which nevertheless could significantly
affect our financial reporting.

Valuation of Marketable Securities

Our short-term and long-term investments include marketable debt securities. As of March 31, 2012, we had marketable debt
securities with a fair value of $2.83 billion.

We determine the fair values for marketable debt securities using industry standard pricing services, data providers and other third-
party sources and by internally performing valuation testing and analyses. See "Note 3. Fair Value Measurements" to our consolidated
financial statements, included in Item 8. "Financial Statements and Supplementary Data," for details of the valuation methodologies.
In determining if and when a decline in value below adjusted cost of marketable debt and equity securities is other than temporary, we
evaluate on an ongoing basis the market conditions, trends of earnings, financial condition, credit ratings, any underlying collateral
and other key measures for our investments. We did not record any other-than-temporary impairment for marketable debt or equity
securities in fiscal 2012, 2011 or 2010.

Revenue Recognition

to OEMs or their subcontract manufacturers. Revenue recognition depends on notification from the distributor that product has been
sold to the distributor's end customer. Also reported by the distributor are product resale price, quantity and end customer shipment
information, as well as inventory on hand. Reported distributor inventory on hand is reconciled to deferred revenue balances monthly.
We maintain system controls to validate distributor data and to verify that the reported information is accurate. Deferred income on
shipments to distributors reflects the estimated effects of distributor price adjustments and the estimated amount of gross margin
expected to be realized when distributors sell through product purchased from us. Accounts receivable from distributors are
recognized and inventory is relieved when title to inventories transfers, typically upon shipment from Xilinx at which point we have a
legally enforceable right to collection under normal payment terms.

As of March 31, 2012, we had $90.0 million of deferred revenue and $23.0 million of deferred cost of revenues recognized as a net
$67.0 million of deferred income on shipments to distributors. As of April 2, 2011, we had $134.0 million of deferred revenue and
$34.2 million of deferred cost of revenues recognized as a net $99.8 million of deferred income on shipments to distributors. The
deferred income on shipments to distributors that will ultimately be recognized in our consolidated statement of income will be
different than the amount shown on the consolidated balance sheet due to actual price adjustments issued to the distributors when the
product is sold to their end customers.

Revenue from sales to our direct customers is recognized upon shipment provided that persuasive evidence of a sales arrangement
exists, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no customer
acceptance requirements and no remaining significant obligations. For each of the periods presented, there were no significant formal
acceptance provisions with our direct customers.

Revenue from software licenses is deferred and recognized as revenue over the term of the licenses of one year. Revenue from support
services is recognized when the service is performed. Revenue from Support Products, which includes software and services sales,
was less than 6% of net revenues for all of the periods presented.

Allowances for end customer sales returns are recorded based on historical experience and for known pending customer returns or
allowances.

Valuation of Inventories

Inventories are stated at the lower of actual cost (determined using the first-in, first-out method) or market (estimated net realizable
value). The valuation of inventory requires us to estimate excess or obsolete inventory as well as inventory that is not of salable
quality. We review and set standard costs quarterly to approximate current actual manufacturing costs. Our manufacturing overhead
standards for product costs are calculated assuming full absorption of actual spending over actual volumes, adjusted for excess
capacity. Given the cyclicality of the market, the obsolescence of technology and product lifecycles, we write down inventory based
on forecasted demand and technological obsolescence. These forecasts are developed based on inputs from our customers, including
bookings and extended but uncommitted demand forecasts, and internal analyses such as customer historical purchasing trends and
actual and anticipated design wins, as well as market and economic conditions, technology changes, new product introductions and
changes in strategic direction. These factors require estimates that may include uncertain elements. The estimates of future demand
that we use in the valuation of inventory are the basis for our published revenue forecasts, which are also consistent with our short-
term manufacturing plans. The differences between our demand forecast and the actual demand in the recent past have not resulted in
any material write down in our inventory. If our demand forecast for specific products is greater than actual demand and we fail to
reduce manufacturing output accordingly, we could be required to write down additional inventory, which would have a negative
impact on our gross margin.

Impairment of Long-Lived Assets Including Acquisition-Related Intangibles

Long-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment if indicators of potential
impairment exist. Impairment indicators are reviewed on a quarterly basis. When indicators of impairment exist and assets are held for
use, we estimate future undiscounted cash flows attributable to the assets. In the event such cash flows are not expected to be
sufficient to recover the recorded value of the assets, the assets are written down to their estimated fair values based on the expected
discounted future cash flows attributable to the assets or based on appraisals. Factors affecting impairment of assets held for use
include the ability of the specific assets to generate separately identifiable positive cash flows.

When assets are removed from operations and held for sale, we estimate impairment losses as the excess of the carrying value of the
assets over their fair value. Market conditions are amongst the factors affecting impairment of assets held for sale. Changes in any of
these factors could necessitate impairment recognition in future periods for assets held for use or assets held for sale.

Long-lived assets such as other intangible assets and property, plant and equipment are considered non-financial assets, and are only
measured at fair value when indicators of impairment exist.

Goodwill

Goodwill is not amortized but is subject to impairment tests on an annual basis, or more frequently if indicators of potential
impairment exist, and goodwill is written down when it is determined to be impaired. We perform an annual impairment review in the
fourth quarter of each fiscal year and compare the fair value of the reporting unit in which the goodwill resides to its carrying value. If
the carrying value exceeds the fair value, the goodwill of the reporting unit is potentially impaired. For purposes of impairment
testing, Xilinx operates as a single reporting unit. We use the quoted market price method to determine the fair value of the reporting
unit. Based on the impairment review performed during the fourth quarter of fiscal 2012, there was no impairment of goodwill in
fiscal 2012. Unless there are indicators of impairment, our next impairment review for goodwill will be performed and completed in
the fourth quarter of fiscal 2013. To date, no impairment indicators have been identified.

Accounting for Income Taxes

Xilinx is a multinational corporation operating in multiple tax jurisdictions. We must determine the allocation of income to each of
these jurisdictions based on estimates and assumptions and apply the appropriate tax rates for these jurisdictions. We undergo routine
audits by taxing authorities regarding the timing and amount of deductions and the allocation of income among various tax
jurisdictions. Tax audits often require an extended period of time to resolve and may result in income tax adjustments if changes to the
allocation are required between jurisdictions with different tax rates.

In determining income for financial statement purposes, we must make certain estimates and judgments. These estimates and
judgments occur in the calculation of certain tax liabilities and in the determination of the recoverability of certain deferred tax assets,
which arise from temporary differences between the tax and financial statement recognition of revenue and expense. Additionally, we
must estimate the amount and likelihood of potential losses arising from audits or deficiency notices issued by taxing authorities. The
taxing authorities' positions and our assessment can change over time resulting in a material effect on the provision for income taxes in
periods when these changes occur.

We must also assess the likelihood that we will be able to recover our deferred tax assets. If recovery is not likely, we must increase
our provision for taxes by recording a reserve in the form of a valuation allowance for the deferred tax assets that we estimate will not
ultimately be recoverable.

We perform a two-step approach to recognize and measure uncertain tax positions relating to accounting for income taxes. The first
step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely
than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second
step is to measure the tax benefit as the largest amount that is more than 50% likely of being ultimately realized. See "Note 16. Income
Taxes" to our consolidated financial statements included in Item 8. "Financial Statements and Supplementary Data."

Stock-Based Compensation

Determining the appropriate fair-value model and calculating the fair value of stock-based awards at the date of grant requires
judgment. We use the Black-Scholes option-pricing model to estimate the fair value of employee stock options and rights to purchase
shares under our Employee Stock Purchase Plan. Option pricing models, including the Black-Scholes model, also require the use of
input assumptions, including expected stock price volatility, expected life, expected dividend rate, expected forfeiture rate and
expected risk-free rate of return. We use implied volatility based on traded options in the open market as we believe implied volatility
is more reflective of market conditions and a better indicator of expected volatility than historical volatility. In determining the
appropriateness of implied volatility, we considered: the volume of market activity of traded options, and determined there was
sufficient market activity; the ability to reasonably match the input variables of traded options to those of options granted by us, such
as date of grant and the exercise price, and determined the input assumptions were comparable; and the length of term of traded
options used to derive implied volatility, which is generally one to two years and which was extrapolated to match the expected term
of the employee options granted by us, and determined the length of the option term was reasonable. The expected life of options
granted is based on the historical exercise activity as well as the expected disposition of all options outstanding. We will continue to
review our input assumptions and make changes as deemed appropriate depending on new information that becomes available. Higher
volatility and expected lives result in a proportional increase to stock-based compensation determined at the date of grant. The
expected dividend rate and expected risk-free rate of return do not have as significant an effect on the calculation of fair value.

In addition, we developed an estimate of the number of stock-based awards which will be forfeited due to employee turnover.
Quarterly changes in the estimated forfeiture rate have an effect on reported stock-based compensation, as the effect of adjusting the
rate for all expense amortization is recognized in the period the forfeiture estimate is changed. If the actual forfeiture rate is higher
than the estimated forfeiture rate, then an adjustment is made to increase the estimated forfeiture rate, which will result in a decrease to
the expense recognized in the financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an
adjustment is made to decrease the estimated forfeiture rate, which will result in an increase to the expense recognized in the financial
statements. The impact of forfeiture true up in fiscal 2012, 2011 and 2010 reduced stock-based compensation expense by $3.7 million,

$5.1 million and $7.7 million, respectively. The expense we recognize in future periods could also differ significantly from the current
period and/or our forecasts due to adjustments in the assumed forfeiture rates.

Results of Operations

The following table sets forth statement of income data as a percentage of net revenues for the fiscal years indicated:

Net revenues

Cost of revenues

Gross margin

Operating expenses:

Research and development

Selling, general and administrative

Amortization of acquisition-related intangibles

Restructuring charges

Litigation

Total operating expenses

Operating income

Impairment loss on investments

Interest and other expense, net

Income before income taxes

Provision for income taxes

Net income

Net Revenues

(In millions)

Net revenues

2012

2011

2010

100.0 %

35.1

64.9

19.4

16.3

0.3

0.2

0.7

36.9

28.0

—

1.4

26.6

2.9

34.6

65.4

16.6

14.8

—

0.4

—

31.8

33.6

0.2

0.8

32.6

5.5

36.6

63.4

20.2

17.9

0.1

1.6

—

39.8

23.6

0.2

0.4

23.0

3.5

23.7 %

27.1 %

19.5 %

2012

Change

2011

Change

2010

2,240.7

(5 )% $

2,369.4

29 % $

1,833.6

Net revenues in fiscal 2012 decreased 5% to $2.24 billion from $2.37 billion in fiscal 2011. New Product revenues increased in fiscal
2012 but were offset by declines from our Mainstream, Base and Support Products, which declines were due to lower sales primarily
in the Communications end market. Net revenues in fiscal 2011 increased significantly compared to fiscal 2010. The increase was
primarily driven by strong New Product growth and broad-based strength across all of our end markets and geographies. See "Net
Revenues by Product" and "Net Revenues by End Markets" below for more information on our product and end-market categories.

No end customer accounted for more than 10% of net revenues for any of the periods presented.

Net Revenues by Product

We sell our products to global manufacturers of electronic products in end markets such as wired and wireless communications,
aerospace and defense, industrial, scientific and medical and audio, video and broadcast. The vast majority of our net revenues are
generated by sales of our semiconductor products, but we also generate sales from support products. We classify our product offerings
into four categories: New, Mainstream, Base and Support Products. The composition of each product category is as follows:

• New Products include our most recent product offerings and include the Virtex-7, Kintex-7, Zynq-7000, Virtex-6, Virtex-5,

Spartan-6, Spartan-3A and Spartan-3E product families.

• Mainstream Products include the Virtex-4, Spartan-3, Spartan-II and CoolRunner-II product families.

• Base Products consist of our older product families including the Virtex, Virtex-E, Virtex-II, Spartan, XC4000,

CoolRunner and XC9500 products.

•

Support Products include configuration products (PROMs), software, IP, customer training, design services and support.

These product categories, except for Support Products, are modified on a periodic basis to better reflect the age of the products and
advances in technology. The most recent modification was made on March 29, 2009, which was the beginning of our fiscal 2010.
Amounts for the prior periods presented have been reclassified to conform to the new categorization. New Products include our most
recent product offerings and are typically designed into our customers' latest generation of electronic systems. Mainstream Products
are generally several years old and designed into customer programs that are currently shipping in full production. Base Products are
older than Mainstream Products with demand generated generally by the customers' oldest systems still in production. Support
Products are generally products or services sold in conjunction with our semiconductor devices to aid customers in the design process.

Net revenues by product categories for the fiscal years indicated were as follows:

(In millions)

New Products

Mainstream Products

Base Products

Support Products

Total net revenues

% of

2012

Total

Change

2011

Total

Change

2010

Total

1,159.1

503.6

485.5

92.5

1,020.6

(23 )

(18 )

(14 )

652.3

589.4

107.1

2,240.7

100

(5 )

2,369.4

100

580.0

604.6

559.1

89.9

1,833.6

100

Net revenues from New Products increased in fiscal 2012 as a result of continued strong market acceptance of these products,
particularly for our Virtex-6 and Spartan-6 product families. We expect sales of New Products to continue to increase over time as
more customer programs enter volume production with these products and as our new 28-nm products begin their sales ramp. In fiscal
2011, strong market acceptance of our 65-nm Virtex-5, 40-nm Virtex-6 and 45-nm Spartan-6 product families contributed to the
majority of the revenue growth versus the comparable prior year period.

Net revenues from Mainstream Products declined in fiscal 2012 from the comparable prior year period. The decrease was primarily
due to a decline in sales of our Virtex-4 product family. Net revenues from Mainstream Products increased in fiscal 2011 from the
comparable prior year period. The increase was primarily due to strength from our Virtex-4 product family.

Net revenues from Base Products declined in fiscal 2012 from the comparable prior year period. The decrease was as expected due to
a decline in sales from Virtex-2 product family. The increase in net revenues from Base Products in fiscal 2011, as compared to the
prior year period, was primarily due to last time buying activities for some of our oldest products.

Net revenues from Support Products declined in fiscal 2012 from the comparable prior year period. The decrease was due to a decline
in sales from our PROM products. Net revenues from Support Products increased in fiscal 2011 from the comparable prior year
period. The decrease was primarily due to higher revenues from our PROM products.

Net Revenues by End Markets

Our end market revenue data is derived from our understanding of our end customers' primary markets. We classify our net revenues
by end markets into four categories: Communications, Industrial and Other, Consumer and Automotive, and Data Processing. The
percentage change calculation in the table below represents the year-to-year dollar change in each end market.

Net revenues by end markets for the fiscal years indicated were as follows:

(% of total net revenues)

Communications

Industrial and Other

Consumer and Automotive

Data Processing

Total net revenues

% Change

2012

in Dollars

2011

in Dollars

2010

43 %

(12 )

47 %

100 %

(3 )

(5 )

100 %

47 %

100 %

Net revenues from Communications, our largest end market, declined in fiscal 2012 from the comparable prior year period. The
decline was due to lower sales from both wired and wireless communication applications with wireless communication applications
driving most of the decline. In fiscal 2011, higher sales from both wired and wireless communication applications drove the increase
in net revenues versus the comparable prior year period.

Net revenues from the Industrial and Other end market increased slightly in fiscal 2012 from the comparable prior year period. The
increase was due to increased sales from defense and industrial, scientific and medical applications, which more than offset lower
sales from test and measurement applications. In fiscal 2011, the increase in net revenues from the comparable prior year period was
primarily driven by higher sales in industrial, scientific and medical as well as test and measurement applications.

Net revenues from the Consumer and Automotive end market declined in fiscal 2012 from the comparable prior year period. The
decrease was mainly due to a decline in sales from consumer and audio, video and broadcast applications. Net revenues from the
Consumer and Automotive end market increased in fiscal 2011 from the comparable prior year period. The increase was primarily
due to higher sales in audio, video and broadcast applications.

In fiscal 2012, net revenues from the Data Processing end market increased from the comparable prior year period. The increase was
driven by increased sales from storage applications. In fiscal 2011, net revenues from the Data Processing end market increased from
the comparable prior year period. The increase was due to higher sales from computing, data processing and storage applications.

Net Revenues by Geography

Geographic revenue information reflects the geographic location of the distributors or OEMs who purchased our products. This may
differ from the geographic location of the end customers. Net revenues by geography for the fiscal years indicated were as follows:

(In millions)

North America

Asia Pacific

Europe

Japan

% of

2012

Total

Change

2011

Total

Change

2010

684.4

744.5

589.8

222.0

(4 ) $

(12 )

(4 )

710.4

843.9

615.3

199.8

% of

Total

628.5

649.1

395.1

160.9

Total net revenues

2,240.7

100

(5 ) $

2,369.4

100

1,833.6

100

Net revenues in North America decreased in fiscal 2012 from the comparable prior year period. The decrease was primarily due to a
decline in sales across most of our end markets with particular weakness coming from the Communications end market due to a
decline in sales from wired communications applications. Net revenues in North America increased in fiscal 2011 compared with the
prior year period. The increase was mainly due to broad-based strength across all end markets, with particular strength coming from
the Industrial and Other end market.

Net revenues in Asia Pacific decreased in fiscal 2012 from the comparable prior year period. The decrease was primarily due to a
decline in sales from the Communications end market with particular weakness coming from wireless communications applications.
The increase in fiscal 2011, as compared to the prior year period, was primarily due to higher sales in the Communications end market
with increases in sales from both wired and wireless communications applications.

Net revenues in Europe decreased in fiscal 2012 from the comparable prior year period. The decrease was due to lower sales from the
Communications end market with particular weakness coming from wireless communications applications. Net revenues in Europe
increased in fiscal 2011 from the comparable prior year period. The increase was mainly driven by broad-based strength across all
end market segments and all sub segments with particular strength coming from the Communications end market primarily due to
higher sales from wireless communications applications.

The fiscal 2012 increase in net revenues in Japan, as compared to prior year period, was primarily driven by strength in the Industrial
and Other end market with particular strength coming from test and measurement applications. Net revenues in Japan increased in
fiscal 2011 from the comparable prior year period. The increase was primarily driven by higher sales in the Industrial and Other and
Consumer end market segments.

Gross Margin

(In millions)

Gross margin

2012

Change

2011

Change

2010

1,454.7

(6 )% $

1,549.9

33 % $

1,161.8

Percentage of net revenues

64.9 %

65.4 %

63.4 %

The decrease in the gross margin percentage in fiscal 2012 from the comparable prior year period was driven by lower revenues and
costs related to the ramp of New Products, which was partially offset by continuing improvement in product costs.

Gross margin percentage in fiscal 2011 increased from the comparable prior year period. The increase was driven primarily by a
broad improvement in product costs and higher revenues. This improvement was partly offset by the growth of New Products. New
Products generally have lower gross margins than Mainstream and Base Products as they are in the early stage of their product life
cycle and have higher unit costs associated with relatively lower volumes and early manufacturing maturity.

Gross margin may be affected in the future by product mix shifts, competitive-pricing pressure, manufacturing-yield issues and wafer
pricing. We expect to mitigate any adverse impacts from these factors by continuing to improve yields on our New Products and by
improving manufacturing efficiencies.

Sales of inventory previously written off were not material during fiscal 2012, 2011 or 2010.

In order to compete effectively, we pass manufacturing cost reductions on to our customers in the form of reduced prices to the extent
that we can maintain acceptable margins. Price erosion is common in the semiconductor industry, as advances in both product
architecture and manufacturing process technology permit continual reductions in unit cost. We have historically been able to offset
much of this revenue decline in our mature products with increased revenues from newer products.

Research and Development

(In millions)

Research and development

Percentage of net revenues

2012

Change

2011

Change

2010

435.3

11 % $

392.5

6 % $

369.5

19 %

17 %

20 %

R&D spending increased $42.8 million or 11% during fiscal 2012 compared to the same period last year. The increase was mainly due
to higher current period expenses related to our 28-nm development activities.

R&D spending increased $23.0 million or 6% during fiscal 2011 compared to fiscal 2010. The increase was mainly due to higher
employee compensation related to variable spending, such as incentive compensation expenses associated with higher revenues,
operating margin, and higher overall headcount.

We plan to continue to selectively invest in R&D efforts in areas such as new products and more advanced process development, IP
and the development of new design and layout software. We will also consider acquisitions to complement our strategy for technology
leadership and engineering resources in critical areas.

Selling, General and Administrative

(In millions)

2012

Change

2011

Change

2010

Selling, general and administrative

365.3

4 % $

350.6

7 % $

327.6

Percentage of net revenues

16 %

15 %

18 %

SG&A expenses increased $14.7 million or 4% during fiscal 2012 compared to the same period last year. The increase was primarily
due to higher legal expenses related to current litigation. See "Note 18. Litigation Settlements and Contingencies" to our consolidated
financial statements, included in Item 8. "Financial Statements and Supplementary Data" for information.

SG&A expenses increased $23.0 million or 7% during fiscal 2011 compared to the same period last year. The increase was primarily
due to higher variable spending associated with higher revenue and operating margin, particularly sales commissions and incentive
compensation expenses, and higher legal expenses related to litigations and acquisitions.

Amortization of Acquisition-Related Intangibles

(In millions)

2012

Change

2011

Change

2010

Amortization of acquisition-related intangibles

7.6

632 % $

1.0

(60)%

2.5

Amortization expense in fiscal 2012 was related to the intangible assets acquired in the fourth quarter of fiscal 2011 and in the first
quarter of fiscal 2012. See "Note 19. Business Combinations" to our consolidated financial statements, included in Item 8. "Financial
Statements and Supplementary Data." Amortization expense in fiscal 2010 was related to the intangible assets from our prior
acquisitions, which were fully amortized by the first quarter of fiscal 2010.

Restructuring Charges

During the second quarter of fiscal 2012, we implemented restructuring measures designed to consolidate our research and
development activities in the U.S. and to reduce our global workforce by 46 net positions, or less than 2%. We have completed this
restructuring plan and recorded total restructuring charges of $3.4 million in the second quarter of fiscal 2012, which was
predominantly related to severance costs and benefits expenses.

During fiscal 2011, we announced restructuring measures designed to realign resources and drive overall operating efficiencies across
the Company. These measures impacted 56 positions, or less than 2% of our global workforce, in various geographies and functions
worldwide. The reorganization plan was completed by the end of the fourth quarter of fiscal 2011.

We recorded total restructuring charges of $30.1 million in fiscal 2010, primarily related to severance pay expenses.

The restructuring charges described above have been shown separately as restructuring charges on the consolidated statements of
income. The remaining accrual as of March 31, 2012 was immaterial.

Litigation

On May 18, 2012, the jury in the trial of a patent infringement lawsuit filed by PACT against us concluded its deliberations. The jury
found two patents held by PACT were valid and were willfully infringed by us. The jury awarded PACT the sum of $15.4 million as
damages and royalties on our past sales. We recorded this award as other long-term liabilities on our consolidated balance sheet as of
March 31, 2012. See Item 3. "Legal Proceedings," included in Part I and "Note 18. Litigation Settlements and Contingencies" to our
consolidated financial statements, included in Item 8. Financial Statements and Supplementary Data.

Stock-Based Compensation

(In millions)

2012

Change

2011

Change

2010

Stock-based compensation included in:

Cost of revenues

Research and development

Selling, general and administrative

Restructuring charges

5.6

32.3

29.5

—

67.4

17 % $

12 %

11 %

— %

4.8

28.8

26.7

(7 )% $

12 %

8 %

—

(100 )%

12 % $

60.3

7 %

5.2

25.8

24.6

0.9

56.5

The $7.1 million and $3.8 million increases in stock-based compensation expense for fiscal 2012 and 2011, respectively, as compared
to the prior year period was mainly due to higher weighted-average fair values of stock awards granted and lower forfeitures.

Impairment Loss on Investments

(In millions)

2012

Change

2011

Change

2010

Impairment loss on investments

—

(100 )% $

5.9

55 % $

3.8

We recorded an impairment loss on investments in non-marketable equity securities of $5.9 million and $3.8 million for fiscal 2011
and 2010, respectively, due to other-than-temporary decline in the estimated fair value of certain investees. We did not record any
impairment loss on investments during fiscal 2012.

Interest and Other Expense, Net

(In millions)

2012

Change

2011

Change

2010

Interest and other expense, net

30.7

67 % $

18.4

179 % $

Percentage of net revenues

1 %

6.6

— %

The increase in net interest and other expense in both fiscal 2012 and 2011 over the prior year were due primarily to the interest
expense related to the 2.625% Debentures, which was issued in June 2010 and therefore had a partial-year impact in fiscal 2011 and
full-year impact in fiscal 2012. Additionally, in fiscal 2011 we entered into interest rate swaps, which lowered our overall interest
expenses related to the 2.625% Debentures by $5.0 million. We sold the interest rate swaps in October 2010. See "Note 12. Interest
and Other Expense, Net" and "Note 14. Convertible Debentures and Revolving Credit Facility" to our consolidated financial
statements, included in Item 8. "Financial Statements and Supplementary Data."

Provision for Income Taxes

(In millions)

Provision for income taxes

Percentage of net revenues

Effective tax rate

2012

Change

2011

Change

2010

67.0

(48 )% $

129.2

101 % $

64.3

3 %

11 %

6 %

17 %

4 %

15 %

The effective tax rates in all years reflected the favorable impact of foreign income at statutory rates less than the U.S. rate and tax
credits earned.

The decrease in the effective tax rate in fiscal 2012, when compared with fiscal 2011, was primarily due to a shift in the geographic
mix of earnings subject to U.S. tax. The fiscal 2012 decrease in effective tax rate also included benefits of $15.9 million relating to
lapses of statutes of limitation, which resulted in the realization of certain previously unrecognized tax positions.

The increase in the effective tax rate in fiscal 2011 compared with fiscal 2010 was due to a shift in the geographic mix of earnings
subject to U.S. tax and to a reduction in the benefit of U.S. tax credits in proportion to U.S. earnings. The increase was partially offset
by an increase in the amount of permanently reinvested foreign earnings for which no U.S. taxes were provided. In addition, the fiscal
2011 increase was partially offset by the retroactive extension of the federal research credit.

Financial Condition, Liquidity and Capital Resources

We have historically used a combination of cash flows from operations and equity and debt financing to support ongoing business
activities, acquire or invest in critical or complementary technologies, purchase facilities and capital equipment, repurchase our
common stock and debentures under our repurchase program, pay dividends and finance working capital. Additionally, our
investments in debt securities are available for future sale.

Fiscal 2012 Compared to Fiscal 2011

Cash, Cash Equivalents and Short-term and Long-term Investments

The combination of cash, cash equivalents and short-term and long-term investments as of March 31, 2012 and April 2, 2011 totaled
$3.13 billion and $2.69 billion, respectively. As of March 31, 2012, we had cash, cash equivalents and short-term investments of $1.92
billion and working capital of $2.11 billion. Cash provided by operations of $826.7 million for fiscal 2012 was $102.5 million higher
than the $724.2 million generated during fiscal 2011. Cash provided by operations during fiscal 2012 resulted primarily from net
income as adjusted for non-cash related items and decreases in accounts receivable and inventories and increase in accrued liabilities,
and were partially offset by decreases in deferred income on shipment to distributors, accounts payable and income taxes payable.

Net cash used in investing activities was $960.9 million during fiscal 2012, as compared to $625.4 million in fiscal 2011. Net cash
used in investing activities during fiscal 2012 consisted of $852.0 million of net purchases of available-for-sale securities, $70.1
million for purchases of property, plant and equipment (see further discussion below) and $38.8 million for acquisition of businesses.

Net cash used in financing activities was $299.4 million in fiscal 2012, as compared to net cash provided by financing activities of
$92.2 million in fiscal 2011. Net cash used in financing activities during fiscal 2012 consisted of $219.6 million of repurchase of
common stocks and $200.4 million for dividend payments to stockholders, which was partially offset by $108.7 million of proceeds
from issuance of common stock under employee stock plans and $12.0 million for the excess of the tax benefit from stock-based
compensation.

Accounts Receivable

Accounts receivable, net of allowances for doubtful accounts, customer returns and distributor pricing adjustments decreased by 25%
from $286.5 million at the end of fiscal 2011 to $215.0 million at the end of fiscal 2012. The decrease in accounts receivable balance
was primarily attributable to a decrease in net revenues in the fourth quarter of fiscal 2012 from the comparable prior year period. Due
to higher accounts receivable collections, DSO decreased to 35 days as of March 31, 2012 from 45 days as of April 2, 2011.

Inventories

Inventories decreased from $264.7 million as of April 2, 2011 to $204.9 million as of March 31, 2012. The combined inventory days
at Xilinx and the distribution channel decreased to 106 days as of March 31, 2012, compared to 135 days as of April 2, 2011. While
we were able to manage our inventory and reduce the combined inventory days in fiscal 2012, the balances for both March 31, 2012
and April 2, 2011 were still relatively higher than historical trends due to build ahead of a number of legacy parts in response to the
previously planned closure of a particular foundry line. These parts are expected to be sold over a period of the next three years.

We attempt to maintain sufficient levels of inventory in various product, package and speed configurations in order to keep lead times
short and to meet forecasted customer demand and address potential supply constraints. Conversely, we also attempt to minimize the
handling costs associated with maintaining higher inventory levels and to fully realize the opportunities for cost reductions associated
with architecture and manufacturing process advancements. We continually strive to balance these two objectives to provide excellent
customer response at a competitive cost.

Property, Plant and Equipment

During fiscal 2012, we invested $70.1 million in property, plant and equipment compared to $65.0 million in fiscal 2011. Primary
investments in fiscal 2012 were for equipment, building improvements, testers, handlers, software in order to support our new
products development and infrastructures.

Current Liabilities

Current liabilities decreased from $368.1 million at the end of fiscal 2011 to $342.8 million at the end of fiscal 2012. The decrease
was primarily due to the decrease in deferred income on shipments to distributors and accounts payable due to timing and lower
revenues, partially offset by the increase in other accrued liabilities.

Stockholders' Equity

Stockholders' equity increased $293.1 million during fiscal 2012, from $2.41 billion in fiscal 2011 to $2.71 billion in fiscal 2012. The
increase in stockholders' equity was attributable to total comprehensive income of $526.8 million (which included net income of
$530.1 million) for fiscal 2012, issuance of common stock under employee stock plans of $108.7 million and stock-based
compensation related amounts totaling $77.6 million (including the related tax benefits associated with stock option exercises). The
increases were partially offset by the repurchase of common stock of $219.6 million and payment of dividends to stockholders of
$200.4 million.

Fiscal 2011 Compared to Fiscal 2010

Cash, Cash Equivalents and Short-term and Long-term Investments

The combination of cash, cash equivalents and short-term and long-term investments as of April 2, 2011 and April 3, 2010 totaled
$2.69 billion and $1.97 billion, respectively. As of April 2, 2011, we had cash, cash equivalents and short-term investments of $1.93
billion and working capital of $2.25 billion. Cash provided by operations of $724.2 million for fiscal 2011 was $169.9 million higher
than the $554.3 million generated during fiscal 2010. Cash provided by operations during fiscal 2011 resulted primarily from net
income as adjusted for non-cash related items and deferred income on shipment to distributors, which were partially offset by
increases in inventories, accounts receivable and a decrease in income taxes payable.

Net cash used in investing activities was $625.4 million during fiscal 2011, as compared to $336.7 million in fiscal 2010. Net cash
used in investing activities during fiscal 2011 primarily consisted of $526.4 million of net purchases of available-for-sale securities,
$65.0 million for purchases of property, plant and equipment (see further discussion below) and $33.7 million for acquisition of
businesses.

Net cash provided by financing activities was $92.2 million in fiscal 2011, as compared to net cash used in financing activities of
$252.1 million in fiscal 2010. Net cash provided by financing activities during fiscal 2011 consisted of $587.6 million of net proceeds
from issuance of the 2.625% Debentures, $170.4 million of proceeds from issuance of common stock under employee stock plans,
$46.9 million of proceeds from issuance of warrants, $30.2 million of proceeds from sale of interest rate swaps and $7.4 million for

the excess of the tax benefit from stock-based compensation, offset by $468.9 million of repurchase of common stocks, $169.1 million
for dividend payments to stockholders and $112.3 million for purchase of call options to hedge against potential dilution upon
conversion of the 2.625% Debentures.

Accounts Receivable

Accounts receivable, net of allowances for doubtful accounts, customer returns and distributor pricing adjustments increased by 9%
from $262.7 million at the end of fiscal 2010 to $286.5 million at the end of fiscal 2011. The increase in accounts receivable balance
was primarily attributable to increase in net revenues in fiscal 2011 from the comparable prior year period. Due to higher accounts
receivable collection, DSO decreased to 45 days as of April 2, 2011 from 53 days as of April 3, 2010.

Inventories

Inventories increased from $130.6 million as of April 3, 2010 to $264.7 million as of April 2, 2011. The combined inventory days at
Xilinx and the distribution channel increased to 135 days as of April 2, 2011, compared to 89 days as of April 3, 2010. The increases
were primarily due to build ahead of a number of legacy parts due to the previously planned closure of a particular foundry line and
higher safety stock levels on certain parts in light of tight capacity at our foundry partners in anticipation of future demand.

Property, Plant and Equipment

During fiscal 2011, we invested $65.0 million in property, plant and equipment compared to $28.2 million in fiscal 2010. Primary
investments in fiscal 2011 were for testers, handlers, equipment and software in order to support our new products development and
infrastructures.

Current Liabilities

Current liabilities increased from $357.2 million at the end of fiscal 2010 to $368.1 million at the end of fiscal 2011. The increase was
primarily due to the increase in deferred income on shipments to distributors and other accruals related to the growth in our overall
business, partially offset by the decrease in income taxes payable because we were in prepaid position at the end of fiscal 2011.

Stockholders' Equity

Stockholders' equity increased $294.1 million during fiscal 2011, from $2.12 billion in fiscal 2010 to $2.41 billion in fiscal 2011. The
increase in stockholders' equity was attributable to total comprehensive income of $653.6 million (which included net income of
$641.9 million) for fiscal 2011, issuance of common stock under employee stock plans of $170.4 million, the equity (conversion
option) components of the 2.625% Debentures issued in June 2010 of $108.1 million, stock-based compensation related amounts
totaling $65.5 million (including the related tax benefits associated with stock option exercises), and proceeds from issuance of
warrants of $46.9 million. The increases were partially offset by the repurchase of common stock of $468.9 million, payment of
dividends to stockholders of $169.1 million and purchase of call options to hedge against potential dilution upon conversion of the
2.625% Debentures of $112.3 million.

Liquidity and Capital Resources

Cash generated from operations is used as our primary source of liquidity and capital resources. Our investment portfolio is also
available for future cash requirements as is our $250.0 million revolving credit facility entered into in December 2011. Borrowings
under the credit facility will bear interest at a benchmark rate plus an applicable margin based upon the Company's credit rating. We
recently terminated our relationship with one credit rating agency which allowed us to obtain a more favorable rate on this credit
facility because we had a higher credit rating with an alternate credit rating agency. We are not aware of any lack of access to the
revolving credit facility; however, we can provide no assurance that access to the credit facility will not be impacted by adverse
conditions in the financial markets. Our credit facility is not reliant upon a single bank. There have been no borrowings to date under
our existing revolving credit facility.

We used $219.6 million of cash to repurchase 7.0 million shares of our common stock in fiscal 2012 compared with $468.9 million
used to repurchase 17.8 million shares in fiscal 2011. During fiscal 2012, we paid $200.4 million in cash dividends to stockholders,
representing an aggregate amount of $0.76 per common share. During fiscal 2011, we paid $169.1 million in cash dividends to
stockholders, representing an aggregate amount of $0.64 per common share. In addition, on March 13, 2012, our Board of Directors
declared a cash dividend of $0.22 per common share for the first quarter of fiscal 2013. The dividend is payable on June 6, 2012 to
stockholders of record on May 16, 2012. Our common stock and debentures repurchase program and dividend policy could be
impacted by, among other items, our views on potential future capital requirements relating to R&D, investments and acquisitions,
legal risks, principal and interest payments on our debentures and other strategic investments.

The global credit crisis has imposed exceptional levels of volatility and disruption in the capital markets, severely diminished liquidity
and credit availability, and increased counterparty risk. Nevertheless, we anticipate that existing sources of liquidity and cash flows
from operations will be sufficient to satisfy our cash needs for the foreseeable future. We will continue to evaluate opportunities for
investments to obtain additional wafer capacity, procurement of additional capital equipment and facilities, development of new
products and potential acquisitions of technologies or businesses that could complement our business. However, the risk factors
discussed in Item 1A included in Part I and below could affect our cash positions adversely. In addition, certain types of investments
such as auction rate securities may present risks arising from liquidity and/or credit concerns. In the event that our investments in
auction rate securities become illiquid, we do not expect this will materially affect our liquidity and capital resources or results of
operations.

As of March 31, 2012, marketable securities measured at fair value using Level 3 inputs were comprised of $28.9 million of student
loan auction rate securities. The amount of assets and liabilities measured using significant unobservable inputs (Level 3) as a
percentage of the total assets and liabilities measured at fair value was less than 1% as of March 31, 2012. See "Note 3. Fair Value
Measurements" to our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data," for
additional information.

During fiscal 2012, we redeemed $5.7 million of student loan auction rate securities for cash at par value.

Contractual Obligations

The following table summarizes our significant contractual obligations as of March 31, 2012 and the effect such obligations are
expected to have on our liquidity and cash flows in future periods. This table excludes amounts already recorded on our consolidated
balance sheet as current liabilities as of March 31, 2012.

Payments Due by Period

(In millions)
Operating lease obligations (1)
Inventory and other purchase obligations (2)
Electronic design automation software licenses (3)
Intellectual property license rights obligations (4)
2.625% senior convertible debentures-principal and

interest (5)

3.125% junior convertible debentures-principal and

interest (5)

Total

Less than 1
year

1-3 years

3-5 years

More than 5
years

21.7 $

6.9 $

102.4

26.6

5.0

682.0

1,228.4

14.7

—

15.8

21.6

7.9 $

—

11.9

—

31.5

43.1

3.1 $

—

3.8

—

5.0

31.5

603.2

43.1

1,120.6

Total

2,066.1 $

161.4 $

94.4 $

77.7 $

1,732.6

(1) We lease some of our facilities, office buildings and land under non-cancelable operating leases that expire at various dates through November 2035. Rent
expense, net of rental income, under all operating leases was approximately $3.1 million for fiscal 2012. See "Note 10. Commitments" to our consolidated
financial statements, included in Item 8. "Financial Statements and Supplementary Data," for additional information about operating leases.

(2) Due to the nature of our business, we depend entirely upon subcontractors to manufacture our silicon wafers and provide assembly and some test services. The
lengthy subcontractor lead times require us to order the materials and services in advance, and we are obligated to pay for the materials and services when
completed. We expect to receive and pay for these materials and services in the next three to six months, as the products meet delivery and quality specifications.

(3) As of March 31, 2012, we had $26.6 million of non-cancelable license obligations to providers of electronic design automation software and hardware/software

maintenance expiring at various dates through March 2015.

(4) We committed up to $5.0 million to acquire, in the future, rights to intellectual property until July 2023. License payments will be amortized over the useful life of

the intellectual property acquired.

(5) For purposes of this table we have assumed the principal of our debentures will be paid on maturity dates, which is June 15, 2017 for the 2.625% senior
convertible debentures and March 15, 2037 for the 3.125% junior convertible debentures. See "Note 14. Convertible Debentures and Revolving Credit Facility" to
our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data," for additional information about our debentures.

As of March 31, 2012, $14.5 million of liabilities for uncertain tax positions and related interest and penalties were classified as long-
term income taxes payable in the consolidated balance sheet. Due to the inherent uncertainty with respect to the timing of future cash
outflows associated with such liabilities, we are unable to reliably estimate the timing of cash settlement with the respective taxing
authorities. Therefore, liabilities for uncertain tax positions have been excluded from the contractual obligations table above.

Off-Balance-Sheet Arrangements

As of March 31, 2012, we did not have any significant off-balance-sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC
Regulation S-K.

Recent Accounting Pronouncements

See "Note 2. Summary of Significant Accounting Policies and Concentrations of Risk" to our consolidated financial statements,
included in Item 8. "Financial Statements and Supplementary Data," for information about recent accounting pronouncements,
including the expected dates of adoption and estimated effects, if any, on our consolidated financial statements.

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Interest Rate Risk

Our exposure to interest rate risk relates primarily to our investment portfolio, which consists of fixed income securities with a fair
value of approximately $2.83 billion as of March 31, 2012. Our primary aim with our investment portfolio is to invest available cash
while preserving principal and meeting liquidity needs. Our investment portfolio includes municipal bonds, floating rate notes,
mortgage-backed securities, bank certificates of deposit, commercial paper, corporate bonds, a debt mutual fund, student loan auction
rate securities, U.S. and foreign government and agency securities. In accordance with our investment policy, we place investments
with high credit quality issuers and limit the amount of credit exposure to any one issuer based upon the issuer's credit rating. These
securities are subject to interest rate risk and will decrease in value if market interest rates increase. A hypothetical 100 basis-point
(one percentage point) increase or decrease in interest rates compared to rates at March 31, 2012 and April 2, 2011 would have
affected the fair value of our investment portfolio by less than $26.0 million and $16.0 million, respectively.

Credit Market Risk

Since September 2007, the global credit markets have experienced adverse conditions that have negatively impacted the values of
various types of investment and non-investment grade securities. During this time, the global credit and capital markets experienced
significant volatility and disruption due to instability in the global financial system, uncertainty related to global economic conditions
and concerns regarding sovereign financial stability. Therefore, there is a risk that we may incur additional other-than-temporary
impairment charges for certain types of investments should credit market conditions deteriorate. See "Note 4. Financial Instruments"
to our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data," for additional
information about our investments.

Foreign Currency Exchange Risk

Sales to all direct OEMs and distributors are denominated in U.S. dollars.

Gains and losses on foreign currency forward contracts that are designated as hedges of anticipated transactions, for which a firm
commitment has been attained and the hedged relationship has been effective, are deferred and included in income or expenses in the
same period that the underlying transaction is settled. Gains and losses on any instruments not meeting the above criteria are
recognized in income or expenses in the consolidated statements of income as they are incurred.

We enter into forward currency exchange contracts to hedge our overseas operating expenses and other liabilities when deemed
appropriate. As of March 31, 2012 and April 2, 2011, we had the following outstanding forward currency exchange contracts:

(In thousands and U.S. dollars)

March 31, 2012

April 2, 2011

Singapore Dollar

Euro

Indian Rupee

British Pound

Japanese Yen

60,925 $

41,467

18,943

14,250

11,076

146,661 $

52,782

38,787

—

8,853

12,382

112,804

As part of our strategy to reduce volatility of operating expenses due to foreign exchange rate fluctuations, we employ a hedging
program with a forward outlook of up to two years for major foreign-currency-denominated operating expenses. The outstanding
forward currency exchange contracts expire at various dates between April 2012 and February 2014. The net unrealized gain or loss,
which approximates the fair market value of the above contracts, is expected to be realized and reclassified into net income within the
next two years.

Our investments in several of our wholly-owned subsidiaries are recorded in currencies other than the U.S. dollar. As the financial
statements of these subsidiaries are translated at each quarter end during consolidation, fluctuations of exchange rates between the
foreign currency and the U.S. dollar increase or decrease the value of those investments. These fluctuations are recorded within
stockholders' equity as a component of accumulated other comprehensive income. Other monetary foreign-denominated assets and
liabilities are revalued on a monthly basis with gains and losses on revaluation reflected in net income. A hypothetical 10% favorable
or unfavorable change in foreign currency exchange rates at March 31, 2012 and April 2, 2011 would have affected the annualized
foreign-currency-denominated operating expenses of our foreign subsidiaries by less than $9.0 million for each year. In addition, a
hypothetical 10% favorable or unfavorable change in foreign currency exchange rates compared to rates at March 31, 2012 and
April 2, 2011 would have affected the value of foreign-currency-denominated cash and investments by less than $5.0 million as of
each date.

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

XILINX, INC.
Consolidated Statements of Income

(In thousands, except per share amounts)

Net revenues

Cost of revenues

Gross margin

Operating expenses:

Research and development

Selling, general and administrative

Amortization of acquisition-related intangibles

Restructuring charges

Litigation

Total operating expenses

Operating income

Impairment loss on investments

Interest and other expense, net

Income before income taxes

Provision for income taxes

Net income

Net income per common share:

Basic

Diluted

Shares used in per share calculations:

Basic

Diluted

March 31,
2012

Years Ended
April 2,
2011

April 3,
2010

2,240,736 $

2,369,445 $

1,833,554

786,078

819,558

671,803

1,454,658

1,549,887

1,161,751

435,276

365,272

7,568

3,369

15,400

826,885

627,773

—

30,722

597,051

66,972

392,482

350,626

1,034

10,346

—

754,488

795,399

5,904

18,415

771,080

129,205

369,485

327,560

2,493

30,064

—

729,602

432,149

3,805

6,579

421,765

64,281

530,079 $

641,875 $

357,484

2.01 $

1.95 $

2.43 $

2.39 $

1.30

1.29

263,783

272,157

264,094

268,061

276,012

276,953

See notes to consolidated financial statements.

XILINX, INC.
Consolidated Balance Sheets

(In thousands, except par value amounts)
ASSETS
Current assets:

Cash and cash equivalents
Short-term investments
Accounts receivable, net of allowances for doubtful accounts and customer returns of
$3,446 and $3,579 in 2012 and 2011, respectively
Inventories
Deferred tax assets
Prepaid expenses and other current assets

Total current assets
Property, plant and equipment, at cost:

Land
Buildings
Machinery and equipment
Furniture and fixtures

Accumulated depreciation and amortization
Net property, plant and equipment
Long-term investments
Goodwill
Acquisition-related intangibles, net
Other assets
Total Assets

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
Accrued payroll and related liabilities
Deferred income on shipments to distributors
Other accrued liabilities

Total current liabilities
Convertible debentures
Deferred tax liabilities
Long term income taxes payable
Other long-term liabilities
Commitments and contingencies
Stockholders' equity:

March 31,
2012

April 2,
2011

788,822 $

1,128,805

1,222,359
704,054

214,965
204,866
64,822
48,029
2,450,309

94,260
314,455
332,232
47,475
788,422
(393,440 )
394,982
1,209,228
149,538
36,332
223,733
4,464,122 $

286,464
264,745
88,064
57,100
2,622,786

94,260
301,642
305,842
46,197
747,941
(367,371 )
380,570
766,452
133,580
26,896
210,566
4,140,850

78,613 $

121,309
67,002
75,852
342,776
906,569
463,045
14,479
29,568

99,252
125,582
99,763
43,543
368,140
890,980
403,990
45,306
17,817

Preferred stock, $.01 par value; 2,000 shares authorized; none issued and outstanding
Common stock, $.01 par value; 2,000,000 shares authorized; 263,612 and 264,602 shares
issued and outstanding in 2012 and 2011, respectively
Additional paid-in capital
Retained earnings
Accumulated other comprehensive income

Total stockholders' equity
Total Liabilities and Stockholders' Equity

—

2,636
1,195,458
1,502,327
7,264
2,707,685
4,464,122 $

2,646
1,163,410
1,238,044
10,517
2,414,617
4,140,850

See notes to consolidated financial statements.

XILINX, INC.
Consolidated Statements of Cash Flows

(In thousands)
Cash flows from operating activities:
Net income

Adjustments to reconcile net income to net cash provided by operating
activities:

Depreciation
Amortization
Stock-based compensation
Impairment loss on investments
Net gain on sale of available-for-sale securities
Amortization of debt discount on convertible debentures
Derivatives — revaluation and amortization
Provision for deferred income taxes
Tax benefit (expense) from exercise of stock options
(Excess) reduction of tax benefit from stock-based compensation

Changes in assets and liabilities:
Accounts receivable, net
Inventories
Prepaid expenses and other current assets
Other assets
Accounts payable
Accrued liabilities (including restructuring activities)
Income taxes payable
Deferred income on shipments to distributors
Net cash provided by operating activities

March 31,
2012

Years Ended
April 2,
2011

April 3,
2010

530,079 $

641,875 $

357,484

55,658
16,690
67,418
—
(2,515 )
15,545
44
79,326
9,917
(11,957 )

71,499
60,121
(7,401 )
1,427
(20,640 )
14,198
(19,909 )
(32,761 )
826,739

50,361
8,531
60,258
5,904
(3,821 )
13,921
(113 )
109,561
4,861
(7,406 )

(23,699 )
(133,724 )
(4,854 )
(841 )
2,833
(3,496 )
(15,630 )
19,631
724,152

50,180
14,982
56,481
3,805
(351 )
3,892
(1,204 )
58,030
(4,352 )
1,315

(46,345 )
(10,779 )
(9,174 )
(15,341 )
47,967
50,103
(20,170 )
17,768
554,291

Cash flows from investing activities:

Purchases of available-for-sale securities
Proceeds from sale and maturity of available-for-sale securities
Purchases of property, plant and equipment
Other investing activities

Net cash used in investing activities

Cash flows from financing activities:

Repurchases of common stock
Proceeds from issuance of common stock through various stock plans
Payment of dividends to stockholders
Proceeds from issuance of convertible debts, net of issuance costs
Purchase of call options
Proceeds from issuance of warrants
Proceeds from sale of interest rate swaps
Excess (reduction of) tax benefit from stock-based compensation

Net cash provided by (used in) financing activities

Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at end of period

Supplemental disclosure of cash flow information:

Interest paid
Income taxes paid (refunds)

(4,333,508 )
3,481,501
(70,071 )
(38,819 )
(960,897 )

(2,578,393 )
2,052,016
(64,979 )
(34,085 )
(625,441 )

(1,669,148 )
1,362,838
(28,152 )
(2,270 )
(336,732 )

(219,638 )
108,663
(200,361 )
—
—
—
—
11,957
(299,379 )
(433,537 )
1,222,359

788,822 $

(468,943 )
170,353
(169,072 )
587,644
(112,319 )
46,908
30,214
7,406
92,191
190,902
1,031,457
1,222,359 $

(149,997 )
64,871
(165,648 )
—
—
—
—
(1,315 )
(252,089 )
(34,530 )
1,065,987
1,031,457

37,301 $
(2,447 ) $

29,827 $
30,561 $

21,551
31,869

$
$

See notes to consolidated financial statements.

XILINX, INC.
Consolidated Statements of Stockholders' Equity

Common Stock
Outstanding

Additional
Paid-in
Capital

Retained
Earnings

Accumulated
Other
Comprehensive
Income (Loss)

Amount

Shares
275,507 $

2,755 $ 1,085,745 $

879,118 $

(18,858 ) $

Total
Shareholders'
Equity
1,948,760

—

357,484

—

357,484

—

641,875

—

641,875

(In thousands, except per share amounts)
Balance as of March 28, 2009
Components of comprehensive income:

Net income

Change in net unrealized loss on available-for-sale

securities, net of tax benefit of $9,115

Change in net unrealized loss on hedging transactions, net of

taxes

Cumulative translation adjustment
Total comprehensive income

Reduction of tax benefit from exercise of stock options
Balance as of April 3, 2010
Components of comprehensive income:

Net income

Change in net unrealized loss on available-for-sale

securities, net of tax benefit of $2,176

Change in net unrealized loss on hedging transactions, net of
taxes

Cumulative translation adjustment

Total comprehensive income

Issuance of common shares under employee stock plans
Repurchase and retirement of common stock
Stock-based compensation expense
Stock-based compensation capitalized in inventory
Equity component of 2.625% Debentures, net
Purchase of call options
Issuance of warrants
Cash dividends declared ($0.64 per common share)
Tax benefit from exercise of stock options
Balance as of April 2, 2011
Components of comprehensive income:

Net income

Change in net unrealized loss on available-for-sale

securities, net of tax benefit of $3,569

Change in net unrealized loss on hedging transactions, net of
taxes
Cumulative translation adjustment
Total comprehensive income

Issuance of common shares under employee stock plans
Repurchase and retirement of common stock
Stock-based compensation expense
Stock-based compensation capitalized in inventory
Cash dividends declared ($0.76 per common share)
Tax benefit from exercise of stock options
Balance as of March 31, 2012

—

—
—

—

—
—

—

—
—

—

—
—

4,183
(6,203 )
—
—
—
—
273,487

42
(62 )
—
—
—
—

—
60,046
(54,409 )
(95,526 )
—
56,481
—
17
—
(165,648 )
—
(4,352 )
2,735 1,102,411 1,016,545

—

—
—

8,870
(17,755 )
—
—
—
—
—
—
—
264,602

—

—
—

6,040
(7,030 )
—
—
—
—

263,612 $

—

—
—

—

—
—

—

—
—

89
(178 )
—
—
—
—
—
—
—

—
170,264
(251,304 )
(217,461 )
—
60,258
—
394
—
108,094
—
(112,319 )
—
46,908
—
(169,072 )
—
4,861
2,646 1,163,410 1,238,044

—

—
—

—

—
—

—

—
—

61
(71 )
—
—
—
—

108,602
(154,132 )
67,418
242
—
9,918
2,636 $ 1,195,458 $ 1,502,327 $

—
(65,435 )
—
—
(200,361 )
—

See notes to consolidated financial statements.

14,756

(541 )
3,422

—
—
—
—
—
—
(1,221 )

(541 )
3,422
375,121
60,088
(149,997 )
56,481
17
(165,648 )

(4,352 )
2,120,470

3,537

6,776
1,425

—
—
—
—
—
—
—
—
—
10,517

6,776
1,425
653,613
170,353
(468,943 )
60,258
394
108,094
(112,319 )
46,908
(169,072 )
4,861
2,414,617

6,097

(8,324 )
(1,026 )

—
—
—
—
—
—
7,264 $

(8,324 )
(1,026 )
526,826
108,663
(219,638 )
67,418
242
(200,361 )
9,918
2,707,685

530,079

—

530,079

XILINX, INC.
Notes to Consolidated Financial Statements

Note 1. Nature of Operations

Xilinx, Inc. (Xilinx or the Company) designs, develops and markets programmable platforms, including advanced integrated circuits,
software design tools and predefined system functions delivered as intellectual property cores. In addition to its programmable
platforms, the Company provides design services, customer training, field engineering and technical support. The wafers used to
manufacture its products are obtained primarily from independent wafer manufacturers located in Taiwan and Japan. The Company is
dependent on these foundries to produce and deliver silicon wafers on a timely basis. The Company is also dependent on
subcontractors, primarily located in the Asia Pacific region, to provide semiconductor assembly, test and shipment services. Xilinx is a
global company with sales offices throughout the world. The Company derives over one-half of its revenues from international sales,
primarily in the Asia Pacific region, Europe and Japan.

Note 2. Summary of Significant Accounting Policies and Concentrations of Risk

Basis of Presentation

The accompanying consolidated financial statements include the accounts of Xilinx and its wholly-owned subsidiaries after
elimination of all intercompany transactions. The Company uses a 52- to 53-week fiscal year ending on the Saturday nearest
March 31. Fiscal 2012 and 2011 were a 52-week year ended on March 31, 2012 and April 2, 2011, respectively. Fiscal 2010 was a 53-
week year ended on April 3, 2010. Fiscal 2013 will be a 52-week year ending on March 30, 2013.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at
the date of the financial statements and the reported amounts of net revenues and expenses during the reporting period. Such estimates
relate to, among others, the useful lives of assets, assessment of recoverability of property, plant and equipment, long-lived assets
including acquisition-related intangible assets and goodwill, inventory write-downs, allowances for doubtful accounts customer
returns and deferred tax assets, stock-based compensation, potential reserves relating to litigation and tax matters, valuation of certain
investments and derivative financial instruments as well as other accruals or reserves. Actual results may differ from those estimates
and such differences may be material to the financial statements.

Cash Equivalents and Investments

Cash equivalents consist of highly liquid investments with original maturities from the date of purchase of three months or less. These
investments consist of commercial paper, bank certificates of deposit, money market funds and time deposits. Short-term investments
consist of municipal bonds, corporate bonds, commercial paper, U.S. and foreign government and agency securities, floating rate
notes, mortgage-backed securities and bank certificates of deposit with original maturities greater than three months and remaining
maturities less than one year from the balance sheet date. Long-term investments consist of U.S. and foreign government and agency
securities, corporate bonds, mortgage-backed securities, floating rate notes, a debt mutual fund and municipal bonds with remaining
maturities greater than one year, unless the investments are specifically identified to fund current operations, in which case they are
classified as short-term investments. As of March 31, 2012 and April 2, 2011, long-term investments also included approximately
$28.9 million and $35.0 million, respectively, of auction rate securities that experienced failed auctions in the fourth quarter of fiscal
2008. These auction rate securities are secured primarily by pools of student loans originated under Federal Family Education Loan
Program (FFELP) that are substantially guaranteed by the U. S. Department of Education. Equity investments are also classified as
long-term investments since they are not intended to fund current operations.

The Company maintains its cash balances with various banks with high quality ratings, and investment banking and asset management
institutions. The Company manages its liquidity risk by investing in a variety of money market funds, high-grade commercial paper,
corporate bonds, municipal bonds, U.S. and foreign government and agency securities and a debt mutual fund. This diversification of
investments is consistent with its policy to maintain liquidity and ensure the ability to collect principal. The Company maintains an
offshore investment portfolio denominated in U.S. dollars. All investments are made pursuant to corporate investment policy
guidelines. Investments include Euro commercial paper, Euro dollar bonds, Euro dollar floating rate notes, offshore time deposits,
U.S. and foreign government and agency securities, and mortgage-backed securities issued by U.S. government-sponsored enterprises
and agencies.

Management classifies investments as available-for-sale or held-to-maturity at the time of purchase and re-evaluates such designation
at each balance sheet date, although classification is not generally changed. Securities are classified as held-to-maturity when the
Company has the positive intent and the ability to hold the securities until maturity. Held-to-maturity securities are carried at cost
adjusted for amortization of premiums and accretion of discounts to maturity. Such amortization, as well as any interest on the

securities, is included in interest income. No investments were classified as held-to-maturity as of March 31, 2012 or April 2, 2011.
Available-for-sale securities are carried at fair value with the unrealized gains or losses, net of tax, included as a component of
accumulated other comprehensive income in stockholders' equity. See "Note 3. Fair Value Measurements" for information relating to
the determination of fair value. Realized gains and losses on available-for-sale securities are included in interest and other expense,
net, and declines in value judged to be other than temporary are included in impairment loss on investments. The cost of securities
matured or sold is based on the specific identification method.

In determining whether a decline in value of non-marketable equity investments in private companies is other than temporary, the
assessment is made by considering available evidence including the general market conditions in the investee's industry, the investee's
product development status, the investee's ability to meet business milestones and the financial condition and near-term prospects of
the individual investee, including the rate at which the investee is using its cash, the investee's need for possible additional funding at a
lower valuation and bona fide offers to purchase the investee from a prospective acquirer. When a decline in value is deemed to be
other than temporary, the Company recognizes an impairment loss in the current period's operating results to the extent of the decline.

Accounts Receivable

The allowance for doubtful accounts reflects the Company's best estimate of probable losses inherent in the accounts receivable
balance. The Company determines the allowance based on the aging of Xilinx's accounts receivable, historical experience, known
troubled accounts, management judgment and other currently available evidence. Xilinx writes off accounts receivable against the
allowance when Xilinx determines a balance is uncollectible and no longer actively pursues collection of the receivable. The amounts
of accounts receivable written off were insignificant for all periods presented.

Inventories

Inventories are stated at the lower of actual cost (determined using the first-in, first-out method), or market (estimated net realizable
value) and are comprised of the following:

(In thousands)

Raw materials

Work-in-process

Finished goods

March 31,

2012

April 2,

2011

11,707 $

164,438

28,721

204,866 $

15,465

214,023

35,257

264,745

The Company reviews and sets standard costs quarterly to approximate current actual manufacturing costs. The Company's
manufacturing overhead standards for product costs are calculated assuming full absorption of actual spending over actual volumes,
adjusted for excess capacity. Given the cyclicality of the market, the obsolescence of technology and product lifecycles, the Company
writes down inventory based on forecasted demand and technological obsolescence. These forecasts are developed based on inputs
from the Company's customers, including bookings and extended but uncommitted demand forecasts, and internal analyses such as
customer historical purchasing trends and actual and anticipated design wins, as well as market and economic conditions, technology
changes, new product introductions and changes in strategic direction. These factors require estimates that may include uncertain
elements. The estimates of future demand that the Company uses in the valuation of inventory are the basis for its published revenue
forecasts, which are also consistent with our short-term manufacturing plans. The differences between the Company's demand forecast
and the actual demand in the recent past have not resulted in any material write down in the Company's inventory. If the Company's
demand forecast for specific products is greater than actual demand and the Company fails to reduce manufacturing output
accordingly, the Company could be required to write down additional inventory, which would have a negative impact on the
Company's gross margin.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost, net of accumulated depreciation. Depreciation for financial reporting purposes is
computed using the straight-line method over the estimated useful lives of the assets of three to five years for machinery, equipment,
furniture and fixtures and 15 to 30 years for buildings. Depreciation expense totaled $55.7 million, $50.4 million and $50.2 million for
fiscal 2012, 2011 and 2010, respectively.

Impairment of Long-Lived Assets Including Acquisition-Related Intangibles

The Company evaluates the carrying value of long-lived assets and certain identifiable intangible assets to be held and used for
impairment if indicators of potential impairment exist. Impairment indicators are reviewed on a quarterly basis. When indicators of
impairment exist and assets are held for use, the Company estimates future undiscounted cash flows attributable to the assets. In the

event such cash flows are not expected to be sufficient to recover the recorded value of the assets, the assets are written down to their
estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. When assets
are removed from operations and held for sale, Xilinx estimates impairment losses as the excess of the carrying value of the assets
over their fair value.

Goodwill

Goodwill is not amortized but is subject to impairment tests on an annual basis, or more frequently if indicators of potential
impairment exist, using a fair-value-based approach. All other intangible assets are amortized over their estimated useful lives and
assessed for impairment. Based on the impairment review performed during the fourth quarter of fiscal 2012, there was no impairment
of goodwill in fiscal 2012. Unless there are indicators of impairment, the Company's next impairment review for goodwill will be
performed and completed in the fourth quarter of fiscal 2013. To date, no impairment indicators have been identified.

Revenue Recognition

Sales to distributors are made under agreements providing distributor price adjustments and rights of return under certain
circumstances. Revenue and costs relating to distributor sales are deferred until products are sold by the distributors to the distributors'
end customers. For fiscal 2012, approximately 61% of the Company's net revenues were from products sold to distributors for
subsequent resale to OEMs or their subcontract manufacturers. Revenue recognition depends on notification from the distributor that
product has been sold to the distributor's end customer. Also reported by the distributor are product resale price, quantity and end
customer shipment information, as well as inventory on hand. Reported distributor inventory on hand is reconciled to deferred
revenue balances monthly. The Company maintains system controls to validate distributor data and to verify that the reported
information is accurate. Deferred income on shipments to distributors reflects the effects of distributor price adjustments and the
amount of gross margin expected to be realized when distributors sell through product purchased from the Company. Accounts
receivable from distributors are recognized and inventory is relieved when title to inventories transfers, typically upon shipment from
Xilinx at which point the Company has a legally enforceable right to collection under normal payment terms.

As of March 31, 2012, the Company had $90.0 million of deferred revenue and $23.0 million of deferred cost of revenues recognized
as a net $67.0 million of deferred income on shipments to distributors. As of April 2, 2011, the Company had $134.0 million of
deferred revenue and $34.2 million of deferred cost of revenues recognized as a net $99.8 million of deferred income on shipments to
distributors. The deferred income on shipments to distributors that will ultimately be recognized in the Company's consolidated
statement of income will be different than the amount shown on the consolidated balance sheet due to actual price adjustments issued
to the distributors when the product is sold to their end customers.

Revenue from sales to the Company's direct customers is recognized upon shipment provided that persuasive evidence of a sales
arrangement exists, the price is fixed, title has transferred, collection of resulting receivables is reasonably assured, and there are no
customer acceptance requirements and no remaining significant obligations. For each of the periods presented, there were no
significant formal acceptance provisions with the Company's direct customers.

Revenue from software licenses is deferred and recognized as revenue over the term of the licenses of one year. Revenue from
support services is recognized when the service is performed. Revenue from Support Products, which includes software and services
sales, was less than 6% of net revenues for all of the periods presented.

Allowances for end customer sales returns are recorded based on historical experience and for known pending customer returns or
allowances.

Foreign Currency Translation

The U.S. dollar is the functional currency for the Company's Ireland and Singapore subsidiaries. Monetary assets and liabilities that
are not denominated in the functional currency are remeasured into U.S. dollars, and the resulting gains or losses are included in the
consolidated statements of income under interest and other expense, net. The remeasurement gains or losses were immaterial for all
fiscal periods presented.

The local currency is the functional currency for each of the Company's other wholly-owned foreign subsidiaries. Assets and
liabilities are translated from foreign currencies into U.S. dollars at month-end exchange rates and statements of income are translated
at the average monthly exchange rates. Exchange gains or losses arising from translation of foreign currency denominated assets and
liabilities (i.e., cumulative translation adjustment) are included as a component of accumulated other comprehensive income in
stockholders' equity.

Derivative Financial Instruments

To reduce financial risk, the Company periodically enters into financial arrangements as part of the Company's ongoing asset and
liability management activities. Xilinx uses derivative financial instruments to hedge fair values of underlying assets and liabilities or
future cash flows which are exposed to foreign currency or commodity price fluctuations. The Company does not enter into derivative
financial instruments for trading or speculative purposes. See "Note 5. Derivative Financial Instruments" for detailed information
about the Company's derivative financial instruments.

Research and Development Expenses

Research and development costs are current period expenses and charged to expense as incurred.

Stock-Based Compensation

The Company has equity incentive plans that are more fully discussed in "Note 6. Stock-Based Compensation Plans." The
authoritative guidance of accounting for share-based payment requires the Company to measure the cost of all employee equity
awards that are expected to be exercised based on the grant-date fair value of those awards and to record that cost as compensation
expense over the period during which the employee is required to perform service in exchange for the award (over the vesting period
of the award). In addition, the Company is required to record compensation expense (as previous awards continue to vest) for the
unvested portion of previously granted awards that remain outstanding at the date of adoption. The authoritative guidance of
accounting for share-based payment requires cash flows resulting from excess tax benefits to be classified as a part of cash flows from
financing activities. Excess tax benefits are realized tax benefits from tax deductions for exercised options in excess of the deferred
tax asset attributable to stock compensation costs for such options. The exercise price of employee stock options is equal to the
market price of Xilinx common stock (defined as the closing trading price reported by The NASDAQ Global Select Market) on the
date of grant. Additionally, Xilinx's employee stock purchase plan is deemed a compensatory plan under the authoritative guidance of
accounting for share-based payment. Accordingly, the employee stock purchase plan is included in the computation of stock-based
compensation expense.

The Company uses the straight-line attribution method to recognize stock-based compensation costs over the requisite service period
of the award. Upon exercise, cancellation or expiration of stock options, deferred tax assets for options with multiple vesting dates are
eliminated for each vesting period on a first-in, first-out basis as if each award had a separate vesting period. To calculate the excess
tax benefits available for use in offsetting future tax shortfalls as of the date of implementation, the Company followed the alternative
transition method.

Income Taxes

All income tax amounts reflect the use of the liability method under the accounting for income taxes, as interpreted by Financial
Accounting Standards Board (FASB) authoritative guidance for measuring uncertain tax positions. Under this method, deferred tax
assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying
amounts of assets and liabilities for financial and income tax reporting purposes.

Product Warranty and Indemnification

The Company generally sells products with a limited warranty for product quality. The Company provides an accrual for known
product issues if a loss is probable and can be reasonably estimated. As of the end of both fiscal 2012 and 2011, the accrual balance of
the product warranty liability was immaterial.

The Company offers, subject to certain terms and conditions, to indemnify certain customers and distributors for costs and damages
awarded against these parties in the event the Company's hardware products are found to infringe third-party intellectual property
rights, including patents, copyrights or trademarks, and to compensate certain customers for limited specified costs they actually incur
in the event our hardware products experience epidemic failure. To a lesser extent, the Company may from time-to-time offer limited
indemnification with respect to its software products. The terms and conditions of these indemnity obligations are limited by contract,
which obligations are typically perpetual from the effective date of the agreement. The Company has historically received only a
limited number of requests for indemnification under these provisions and has not made any significant payments pursuant to these
provisions. The Company cannot estimate the maximum amount of potential future payments, if any, that the Company may be
required to make as a result of these obligations due to the limited history of indemnification claims and the unique facts and
circumstances that are likely to be involved in each particular claim and indemnification provision. However, there can be no
assurances that the Company will not incur any financial liabilities in the future as a result of these obligations.

Concentrations of Credit Risk

Avnet, one of the Company's distributors, distributes the substantial majority of the Company's products worldwide. As of March 31,
2012 and April 2, 2011, Avnet accounted for 67% and 79% of the Company's total accounts receivable, respectively. Resale of
product through Avnet accounted for 48%, 51% and 49% of the Company's worldwide net revenues in fiscal 2012, 2011 and 2010,
respectively. The percentage of accounts receivable due from Avnet and the percentage of worldwide net revenues from Avnet are
consistent with historical patterns.

Xilinx is subject to concentrations of credit risk primarily in its trade accounts receivable and investments in debt securities to the
extent of the amounts recorded on the consolidated balance sheet. The Company attempts to mitigate the concentration of credit risk in
its trade receivables through its credit evaluation process, collection terms, distributor sales to diverse end customers and through
geographical dispersion of sales. Xilinx generally does not require collateral for receivables from its end customers or from
distributors.

No end customer accounted for more than 10% of net revenues for any of the periods presented.

The Company mitigates concentrations of credit risk in its investments in debt securities by currently investing more than 90% of its
portfolio in AA or higher grade securities as rated by Standard & Poor's or Moody's Investors Service. The Company's methods to
arrive at investment decisions are not solely based on the rating agencies' credit ratings. Xilinx also performs additional credit due
diligence and conducts regular portfolio credit reviews, including a review of counterparty credit risk related to the Company's
forward currency exchange contracts. Additionally, Xilinx limits its investments in the debt securities of a single issuer based upon the
issuer's credit rating and attempts to further mitigate credit risk by diversifying risk across geographies and type of issuer. As of
March 31, 2012, 72% and 28% of its investments in debt securities were domestic and foreign issuers, respectively. See "Note 4.
Financial Instruments" for detailed information about the Company's investment portfolio.

As of March 31, 2012, less than 1% of the Company's $3.06 billion investment portfolio consisted of student loan auction rate
securities and all of these securities are rated AAA with the exception of $3.4 million that were downgraded to an A rating during
fiscal 2009. While these securities experienced failed auctions in the fourth quarter of fiscal 2008 due to liquidity issues in the global
credit markets, which have not been completely resolved as of March 31, 2012, the Company has collected and expects to collect all
interest payable on these securities when due. Substantially all of the underlying assets that secure these securities are pools of student
loans originated under the Federal Family Education Loan Program (FFELP), which are substantially guaranteed by the U.S.
Department of Education. Because there can be no assurance of a successful auction in the future, these student loan auction rate
securities are classified as long-term investments on the consolidated balance sheets. The maturity dates range from December 2027
to May 2046.

As of March 31, 2012, approximately 29% of the portfolio consisted of mortgage-backed securities. All of the mortgage-backed
securities in the investment portfolio were issued by U.S. government-sponsored enterprises and agencies and are rated AA+ by
Standard & Poor's and AAA by Moody's Investors Service.

The global credit and capital markets have continued to experience adverse conditions that have negatively impacted the values of
various types of investment and non-investment grade securities, and have experienced volatility and disruption due to instability in
the global financial system, uncertainty related to global economic conditions and concerns regarding sovereign financial stability.
Therefore, there is a risk that the Company may incur other-than-temporary impairment charges for certain types of investments
should credit market conditions deteriorate or the underlying assets fail to perform as anticipated. See "Note 4. Financial Instruments"
for a table of the Company's available-for-sale securities.

Dependence on Independent Manufacturers and Subcontractors

The Company does not directly manufacture the finished silicon wafers used to manufacture its products. Xilinx receives a majority
of its finished wafers from independent wafer manufacturers located in Taiwan. The Company is also dependent on a limited number
of subcontractors, primarily located in the Asia Pacific region, to provide semiconductor assembly, test and shipment services.

Recent Accounting Pronouncements

In the first quarter of fiscal 2012, the Company adopted the new authoritative guidance for revenue arrangements with multiple
deliverables. This guidance established a selling price hierarchy, which allows the use of an estimated selling price to determine the
selling price of a deliverable in cases where neither vendor-specific objective evidence nor third-party evidence is available. The
adoption of this new guidance did not have a significant impact on the Company's consolidated financial statements.

In the first quarter of fiscal 2012, the Company adopted the new authoritative guidance that clarifies which revenue allocation and
measurement guidance should be used for arrangements that contain both tangible products and software, in cases where the software

is more than incidental to the tangible product as a whole. More specifically, if the software sold with or embedded within the
tangible product is essential to the functionality of the tangible product, then this software as well as undelivered software elements
that relate to this software are excluded from the scope of existing software revenue guidance. The adoption of this new guidance did
not have a significant impact on the Company's consolidated financial statements.

In June 2011, the FASB issued the authoritative guidance to improve the comparability, consistency, and transparency of financial
reporting and to increase the prominence of items reported in other comprehensive income. Under this guidance, an entity has the
option to present the total of comprehensive income, the components of net income, and the components of other comprehensive
income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The guidance
is to be applied retrospectively. For public entities, this guidance is effective for fiscal years, and interim periods within those years,
beginning after December 15, 2011, which for the Company is its first quarter of fiscal 2013. Early application is permitted. This
guidance does not affect the underlying accounting for components of other comprehensive income, but will change the presentation
of the Company's consolidated financial statements.

In September 2011, the FASB issued the authoritative guidance that gives companies the option to perform a qualitative assessment to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and, in some cases,
skip the two-step impairment test for purposes of evaluating goodwill. The guidance is effective for fiscal years beginning after
December 15, 2011, which for the Company is for its fiscal 2013. Early adoption is permitted. The Company does not expect this new
guidance to have significant impact on the Company's consolidated financial statements.

In December 2011, the FASB issued the authoritative guidance that requires an entity to disclose information about offsetting and
related arrangements of financial and derivative instruments, which enable users of its financial statements to understand the effect of
those arrangements on its financial position. This includes the effect or potential effect of rights of setoff associated with an entity's
recognized assets and recognized liabilities. The guidance is effective for annual reporting periods beginning on or after January 1,
2013, and interim periods within those annual periods, including all comparative periods presented, which for Xilinx is for its first
quarter of fiscal 2014. Early adoption is permitted. The Company does not expect this new guidance to have significant impact on the
Company's consolidated financial statements.

Note 3. Fair Value Measurements

The guidance for fair value measurements established by the FASB defines fair value as the exchange price that would be received
from selling an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the
measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair
value, the Company considers the principal or most advantageous market in which Xilinx would transact and also considers
assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk
of nonperformance.

The Company determines the fair value for marketable debt securities using industry standard pricing services, data providers and
other third-party sources and by internally performing valuation testing and analyses. The Company primarily uses a consensus price
or weighted average price for its fair value assessment. The Company determines the consensus price using market prices from a
variety of industry standard pricing services, data providers, security master files from large financial institutions and other third party
sources and uses those multiple prices as inputs into a distribution-curve-based algorithm to determine the daily market value. The
pricing services use multiple inputs to determine market prices, including reportable trades, benchmark yield curves, credit spreads
and broker/dealer quotes as well as other industry and economic events. For certain securities with short maturities, such as discount
commercial paper and certificates of deposit, the security is accreted from purchase price to face value at maturity. If a subsequent
transaction on the same security is observed in the marketplace, the price on the subsequent transaction is used as the current daily
market price and the security will be accreted to face value based on the revised price. For certain other securities, such as student loan
auction rate securities, the Company performs its own valuation analysis using a discounted cash flow pricing model.

The Company validates the consensus prices by taking random samples from each asset type and corroborating those prices using
reported trade activity, benchmark yield curves, binding broker/dealer quotes or other relevant price information. There have not been
any changes to the Company's fair value methodology during fiscal 2012 and the Company did not adjust or override any fair value
measurements as of March 31, 2012.

Fair Value Hierarchy

The fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used
to price the assets or liabilities. The guidance for fair value measurements requires that assets and liabilities carried at fair value be
classified and disclosed in one of the following categories:

Level 1 — Quoted (unadjusted) prices in active markets for identical assets or liabilities.

The Company's Level 1 assets consist of U.S. government and agency securities and money market funds.

Level 2 — Observable inputs other than quoted prices included in Level 1, such as quoted prices for similar assets or liabilities in
active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of the asset or liability.

The Company's Level 2 assets consist of bank certificates of deposit, commercial paper, corporate bonds, municipal bonds, U.S.
agency securities, foreign government and agency securities, floating-rate notes, mortgage-backed securities and a debt mutual fund.
The Company's Level 2 assets and liabilities also include foreign currency forward contracts and commodity swap contracts.

Level 3 — Unobservable inputs to the valuation methodology that are supported by little or no market activity and that are significant
to the measurement of the fair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value
measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques, as well as
significant management judgment or estimation.

The Company's Level 3 assets and liabilities include student loan auction rate securities and the embedded derivative related to the
Company's debentures.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

In instances where the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value
measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The
Company's assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment,
including the consideration of inputs specific to the asset or liability. The following tables present information about the Company's
assets and liabilities measured at fair value on a recurring basis as of March 31, 2012 and April 2, 2011:

U.S. government and agency securities

322,763

(In thousands)

Assets

Cash and cash equivalents:

Money market funds

Bank certificates of deposit

Commercial paper

U.S. government and agency securities

Foreign government and agency securities

Short-term investments:

Bank certificates of deposit

Commercial paper

Corporate bonds

Foreign government and agency securities

Mortgage-backed securities

Long-term investments:

Corporate bonds

Auction rate securities

Municipal bonds

U.S. government and agency securities

Mortgage-backed securities

Debt mutual fund

Total assets measured at fair value

Liabilities

Derivative financial instruments, net

Convertible debentures – embedded derivative

Total liabilities measured at fair value

Net assets measured at fair value

—

75,036

—

17,539

—

March 31, 2012

Quoted Prices in
Active Markets
for Identical
Instruments
(Level 1)

Significant Other
Observable Inputs

Significant
Unobservable
Inputs

(Level 2)

(Level 3)

Total Fair

Value

232,017 $

— $

29,994

233,980

84,985

68,993

129,978

360,887

14,257

119,931

180,958

— $

—

232,017

29,994

233,980

160,021

68,993

129,978

360,887

14,257

442,694

180,958

175,415

—

175,415

—

28,929

26,160

48,659

892,745

19,781

—

28,929

26,160

66,198

892,745

19,781

647,355 $

2,386,754 $

28,929 $

3,063,038

— $

—

— $

3,070 $

—

3,070 $

— $

931

931 $

3,070

931

4,001

647,355 $

2,383,684 $

27,998 $

3,059,037

U.S. government and agency securities

14,404

(In thousands)

Assets

Cash and cash equivalents:

Money market funds

Bank certificates of deposit

Commercial paper

U.S. government and agency securities

Foreign government and agency securities

Short-term investments:

Bank certificates of deposit

Commercial paper

Municipal bonds

Foreign government and agency securities

Floating rate notes

Mortgage-backed securities

Long-term investments:

Corporate bonds

Auction rate securities

Municipal bonds

U.S. government and agency securities

Floating rate notes

Mortgage-backed securities

Derivative financial instruments, net

Total assets measured at fair value

Liabilities

Convertible debentures – embedded derivative

Total liabilities measured at fair value

Net assets measured at fair value

April 2, 2011

Quoted Prices in
Active Markets
for Identical
Instruments
(Level 1)

Significant Other
Observable Inputs

Significant
Unobservable
Inputs

(Level 2)

(Level 3)

Total Fair

Value

275,596 $

— $

—

29,998

—

7,941

—

79,984

485,315

99,974

161,970

10,000

224,896

7,996

384,428

62,261

16,913

45,570

29,869

605,643

25,566

—

34,950

— $

—

275,596

79,984

485,315

129,972

161,970

10,000

224,896

22,400

384,428

62,261

25,566

34,950

16,913

53,511

29,869

605,643

5,134

—

5,134

327,939 $

2,245,588 $

34,950 $

2,608,477

— $

945 $

945

327,939 $

2,245,588 $

34,005 $

2,607,532

Changes in Level 3 Instruments Measured at Fair Value on a Recurring Basis

The following table is a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant
unobservable inputs (Level 3):

(In thousands)

Year Ended
March 31, 2012

Year Ended April
2, 2011

Balance as of beginning of period

34,005 $

60,796

Total realized and unrealized gains (losses):

Included in interest and other expense, net

Included in other comprehensive income
Sales and settlements, net (1)
Balance as of end of period

(371 )

(5,650 )

27,998 $

(676 )

4,255

(30,370 )

34,005

(1) During fiscal 2012 and 2011, the Company redeemed $5.7 million and $20.2 million of student loan auction rate securities, respectively, for cash at par value.

During fiscal 2011, the Company sold $10.8 million notional value of student loan auction rate securities and realized a $580 thousand loss.

The amount of total gains or (losses) included in net income attributable to the change in unrealized gains or losses relating to assets
and liabilities still held as of the end of the period are summarized as follows:

(In thousands)

March 31, 2012

April 2, 2011

April 3, 2010

Interest and other expense, net

14 $

(97 ) $

1,262

As of March 31, 2012, marketable securities measured at fair value using Level 3 inputs were comprised of $28.9 million of student
loan auction rate securities. Auction failures during the fourth quarter of fiscal 2008 and the lack of market activity and liquidity
required that the Company's student loan auction rate securities be measured using observable market data and Level 3 inputs. The fair
values of the Company's student loan auction rate securities were based on the Company's assessment of the underlying collateral and
the creditworthiness of the issuers of the securities. Substantially all of the underlying assets that secure the student loan auction rate
securities are pools of student loans originated under FFELP, which are substantially guaranteed by the U.S. Department of Education.
The fair values of the Company's student loan auction rate securities were determined using a discounted cash flow pricing model that
incorporated financial inputs such as projected cash flows, discount rates, expected interest rates to be paid to investors and an
estimated liquidity discount. The most significant assumptions of the model are the weighted-average life over which cash flows were
projected of eight years (given the collateral composition of the securities) and the discount rates ranging from 2.59% to 3.33% that
were applied to the pricing model (based on market data and information for comparable- or similar-term student loan asset-backed
securities). A hypothetical 20% increase or decrease of the weighted-average life over which cash flows were projected and 100 basis-
points (one percentage point) increase or decrease in the discount rates would not have a material effect on the fair values of the
Company's student loan auction rate securities. The Company does not intend to sell, nor does it believe it is more likely than not that
it would be required to sell, the student loan auction rate securities before anticipated recovery, which could be at final maturity that
ranges from December 2027 to May 2046.

In March 2007, the Company issued $1.00 billion principal amount of 3.125% junior convertible debentures due March 15, 2037
(3.125% Debentures) to an initial purchaser in a private offering. As a result of repurchases in fiscal 2009, the remaining principal
amount of the 3.125% Debentures as of March 31, 2012 was $689.6 million. The 3.125% Debentures included embedded features
that qualify as an embedded derivative, and was separately accounted for as a discount on the 3.125% Debentures. Its fair value was
established at the inception of the 3.125% Debentures. Each quarter, the change in the fair value of the embedded derivative, if any, is
recorded in the consolidated statements of income. The Company uses a derivative valuation model to derive the value of the
embedded derivative. Key inputs into this valuation model are the Company's current stock price, risk-free interest rates, the stock
dividend yield, the stock volatility and the 3.125% Debenture's credit spread over London Interbank Offered Rate (LIBOR). The first
three inputs are based on observable market data and are considered Level 2 inputs while the last two inputs require management
judgment and are Level 3 inputs.

Financial Instruments Not Recorded at Fair Value on a Recurring Basis

Our 2.625% Debentures and 3.125% Debentures are measured at fair value on a quarterly basis for disclosure purposes. The fair value
of the 2.625% and 3.125% Debentures as of March 31, 2012 was approximately $810.8 million and $877.9 million, respectively,
based on the last trading price of the respective debentures of the period (classified as level 2 in fair value hierarchy due to relatively
low trading volume).

Bank certificates of deposit

Commercial paper

Corporate bonds

Auction rate securities

Municipal bonds

U.S. government and

agency securities

Foreign government and

agency securities

Floating rate notes

Note 4. Financial Instruments

The following is a summary of available-for-sale securities:

(In thousands)

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

Amortized
Cost

Gross
Unrealized
Gains

Gross
Unrealized
Losses

Estimated
Fair Value

March 31, 2012

April 2, 2011

Money market funds

232,017 $

— $ 232,017 $

275,596 $

— $

— $ 275,596

— $

—

159,972

594,867

186,455

32,600

25,454

—

(1 )

159,972

89,984

594,867

710,210

3,401

(184 )

189,672

—

734

(3,671 )

28,929

(28 )

26,160

25,501

38,250

16,818

—

(1 )

(4 )

(3,300 )

192

(52 )

89,984

710,211

25,566

34,950

16,958

668,702

360

(149 )

668,913

206,052

(207 )

205,883

249,951

—

249,951

546,407

—

91,927

204

(16 )

546,398

(1 )

92,130

Mortgage-backed securities

878,842

15,094

(1,160 )

892,776

598,046

8,984

(1,363 )

605,667

Debt mutual fund

20,000

—

(219 )

19,781

—

3,048,860

19,590

(5,412 ) 3,063,038 $ 2,598,791 $

9,496 $

(4,944 ) $ 2,603,343

The following tables show the fair values and gross unrealized losses of the Company's investments, aggregated by investment
category, for individual securities that have been in a continuous unrealized loss position for the length of time specified, as of
March 31, 2012 and April 2, 2011:

March 31, 2012

Less Than 12 Months
Gross
Unrealized
Losses

Fair Value

12 Months or Greater
Gross
Unrealized
Losses

Fair Value

Total

Fair Value

Losses

79,994 $

(1 ) $

21,111

(184 )

— $

—

— $

79,994 $

—

2,173

—

(24 )

28,929

(3,671 )

366

(4 )

21,111

28,929

2,539

(1 )

(184 )

(3,671 )

(28 )

460,735

(149 )

—

460,735

(149 )

Mortgage-backed securities

147,726

(1,040 )

15,923

(120 )

163,649

(1,160 )

Debt mutual fund

19,781

(219 )

—

19,781

(219 )

731,520 $

(1,617 ) $

45,218 $

(3,795 ) $

776,738 $

(5,412 )

April 2, 2011

Less Than 12 Months
Gross
Unrealized
Losses

Fair Value

12 Months or Greater
Gross
Unrealized
Losses

Fair Value

Total

Fair Value

Losses

44,982 $

(1 ) $

6,129

—

4,992

(4 )

—

(42 )

— $

—

— $

44,982 $

—

6,129

(1 )

(4 )

34,950

(3,300 )

34,950

(3,300 )

936

(10 )

5,928

(52 )

108,464

(207 )

—

108,464

(207 )

(In thousands)

Commercial paper

Corporate bonds

Auction rate securities

Municipal bonds

U.S. government and

agency securities

(In thousands)

Commercial paper

Corporate bonds

Auction rate securities

Municipal bonds

U.S. government and

agency securities

Foreign government and

agency securities

Floating rate notes

Mortgage-backed securities

178,844

(1,356 )

1,094

67,061

25,020

(16 )

(1 )

—

(7 )

67,061

25,020

(16 )

(1 )

179,938

(1,363 )

435,492 $

(1,627 ) $

36,980 $

(3,317 ) $

472,472 $

(4,944 )

The gross unrealized losses on these investments were primarily related to failed auction rate securities, which was due to adverse
conditions in the global credit markets during the past three years. The Company reviewed the investment portfolio and determined
that the gross unrealized losses on these investments as of March 31, 2012 and April 2, 2011 were temporary in nature, as evidenced
by the fluctuations in the gross unrealized losses within the investment categories. Furthermore, the aggregate of individual unrealized
losses that had been outstanding for 12 months or more was not significant as of March 31, 2012 and April 2, 2011. The Company
neither intends to sell these investments nor concludes that it is more-likely-than-not that it will have to sell them until recovery of
their carrying values. The Company also believes that it will be able to collect both principal and interest amounts due to the Company
at maturity, given the high credit quality of these investments and any related underlying collateral.

The amortized cost and estimated fair value of marketable debt securities (bank certificates of deposit, commercial paper, corporate
bonds, auction rate securities, municipal bonds, U.S. and foreign government and agency securities and mortgage-backed securities)
as of March 31, 2012, by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because
issuers may have the right to call or prepay obligations without call or prepayment penalties.

March 31, 2012

(In thousands)

Amortized Cost

Estimated Fair Value

Due in one year or less

1,621,892 $

1,621,793

Due after one year through five years

Due after five years through ten years

Due after ten years

255,577

266,223

653,151

259,584

270,742

659,121

2,796,843 $

2,811,240

Certain information related to available-for-sale securities is as follows:

(In thousands)

Gross realized gains on sale of available-for-sale securities

Gross realized losses on sale of available-for-sale securities

Net realized gains on sale of available-for-sale securities

Amortization of premiums (discounts) on available-for-sale securities

2012

2011

2010

2,916 $

5,169 $

(401 )

(1,348 )

2,515 $

3,821 $

2,947

(2,596 )

351

13,302 $

7,650 $

(4,797 )

Note 5. Derivative Financial Instruments

The Company's primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and
commodity price risk. As a result of the use of derivative financial instruments, the Company is exposed to the risk that counterparties
to derivative contracts may fail to meet their contractual obligations. The Company manages counterparty credit risk in derivative
contracts by reviewing counterparty creditworthiness on a regular basis, establishing collateral requirement and limiting exposure to
any single counterparty. The right of set-off that exists with certain transactions enables the Company to net amounts due to and from
the counterparty, reducing the maximum loss from credit risk in the event of counterparty default.

As of March 31, 2012 and April 2, 2011, the Company had the following outstanding forward currency exchange contracts (in
notional amount), which are derivative financial instruments:

(In thousands and U.S. dollars)

March 31, 2012

April 2, 2011

Singapore Dollar

Euro

Indian Rupee

British Pound

Japanese Yen

60,925 $

41,467

18,943

14,250

11,076

146,661 $

52,782

38,787

—

8,853

12,382

112,804

As part of the Company's strategy to reduce volatility of operating expenses due to foreign exchange rate fluctuations, the Company
employs a hedging program with a forward outlook of up to two years for major foreign-currency-denominated operating expenses.
The outstanding forward currency exchange contracts expire at various dates between April 2012 and February 2014. The net
unrealized gain or loss, which approximates the fair market value of the above contracts, is expected to be realized and reclassified
into net income within the next two years.

As of March 31, 2012, 99% of the forward foreign currency exchange contracts were designated and qualified as cash flow hedges
and the effective portion of the gain or loss on the forward contracts was reported as a component of other comprehensive income and
reclassified into net income in the same period during which the hedged transaction affects earnings. The estimated amount of such
gains or losses as of March 31, 2012 that is expected to be reclassified into earnings within the next 12 months was a net loss of $2.6
million. The ineffective portion of the gain or loss on the forward contract was immaterial for all periods presented and was included
in the net income for all periods presented.

As of March 31, 2012, 1% of the forward foreign currency exchange contracts were designated and qualified as fair value hedges, and
the related realized and unrealized gain or loss on the forward contracts was immaterial for all periods presented.

The Company may enter into forward foreign currency exchange contracts to hedge firm commitments such as the acquisition of
capital expenditures. Gains and losses on foreign currency forward contracts that are designated as hedges of anticipated transactions,
for which a firm commitment has been attained and the hedged relationship has been effective, are deferred and included in income or
expenses in the same period that the underlying transaction is settled. Gains and losses on any instruments not meeting the above
criteria are recognized in income or expenses in the consolidated statements of income as they are incurred.

As the Company operates facilities that consume natural gas and has established forecasted transactions, in fiscal 2012 the Company
entered into natural gas swap contracts with a notional amount of $1.1 million in order to manage the risk of natural gas price
fluctuation. These contracts mature throughout fiscal 2013 to 2017 and were designated and qualified as cash flow hedges. The
effective portion of the gain or loss on these contracts was reported as a component of other comprehensive income and reclassified
into net income in the same period during which the swap transaction affects earnings. The ineffective portion of the gain or loss on
the swap contract was immaterial and included in net income.

The 3.125% Debentures include provisions which qualify as an embedded derivative. See "Note 10. Convertible Debentures and
Revolving Credit Facility" for detailed discussion about the embedded derivative. The embedded derivative was separated from the
3.125% Debentures and its fair value was established at the inception of the 3.125% Debentures. Any subsequent change in fair value
of the embedded derivative would be recorded in the Company's consolidated statement of income. The fair values of the embedded
derivative as of March 31, 2012 and April 2, 2011 were $931 thousand and $945 thousand, respectively. The changes in the fair value
of the embedded derivative were recorded to interest and other expense, net on the Company's consolidated statement of income.

The following table summarizes the fair value and presentation in the consolidated balance sheets for derivative instruments
designated as hedging instruments as of March 31, 2012 and April 2, 2011, utilized for risk management purposes detailed above:

Foreign Exchange Contracts

Asset Derivatives

Liability Derivatives

(In thousands)

March 31, 2012

April 2, 2011

Balance Sheet Location
Prepaid expenses and
other current assets
Prepaid expenses and
other current assets

Fair Value

Balance Sheet Location

Fair Value

203

Other accrued liabilities $

3,273

5,205

Other accrued liabilities $

The following table summarizes the effect of derivative instruments on the consolidated statements of income for fiscal 2012 and
2011:

(In thousands)

Derivatives Types

Amount of Gain (Loss)
Recognized in OCI
on Derivative
(Effective portion of
cash flow hedging)

Amount of Gain
Reclassified from
Accumulated OCI
into Income
(Effective portion)*

Fiscal 2012

Amount of Gain (Loss)
Recorded
(Ineffective portion)*

Foreign exchange contracts (cash flow hedging)

Natural gas swap contracts (cash flow hedging)

(8,320 ) $

(5 )

4,659 $

—

Foreign exchange contracts (cash flow hedging)

6,776 $

3,705 $

Fiscal 2011

(5 )

—

* Recorded in Interest and Other Expense location within the condensed consolidated statements of income.

Note 6. Stock-Based Compensation Plans

The Company's equity incentive plans are broad-based, long-term retention programs that cover employees, consultants and non-
employee directors of the Company. These plans are intended to attract and retain talented employees, consultants and non-employee
directors and to provide such persons with a proprietary interest in the Company.

Stock-Based Compensation

The following table summarizes stock-based compensation expense related to stock awards granted under the Company's equity
incentive plans and rights to acquire stock granted under the Company's Employee Stock Purchase Plan:

2012

2011

2010

(In thousands)

Stock-based compensation included in:

Cost of revenues

Research and development

Selling, general and administrative

Restructuring charges

Stock-based compensation effect on income before taxes

Income tax effect

5,630 $

4,825 $

32,310

29,478

—

67,418

(19,214 )

28,780

26,653

—

60,258

(18,561 )

Net stock-based compensation effect on net income

48,204 $

41,697 $

5,180

25,766

24,590

945

56,481

(17,105 )

39,376

In accordance with the authoritative guidance on accounting for share-based payments, the Company adjusts stock-based
compensation on a quarterly basis for changes to the estimate of expected equity award forfeitures based on actual forfeiture
experience. The effect of adjusting the forfeiture rate for all expense amortization is recognized in the period the forfeiture estimate is
changed. The actual forfeiture adjustment in fiscal 2012, 2011 and 2010 were$3.7 million, $5.1 million and $7.7 million, respectively.

As of March 31, 2012 and April 2, 2011, the ending inventory balances included $1.7 million and $1.5 million of capitalized stock-
based compensation, respectively. The net stock-based compensation capitalized to or released from inventory during fiscal 2012 and
2011 were immaterial. During fiscal 2012, 2011, and 2010, the tax benefit realized for the tax deduction from option exercises and
other awards, including amounts credited to additional paid-in capital, totaled $31.2 million, $25.6 million, and $9.3 million.

The fair values of stock options and stock purchase plan rights under the Company's equity incentive plans and Employee Stock
Purchase Plan were estimated as of the grant date using the Black-Scholes option pricing model. The Company's expected stock price
volatility assumption for stock options is estimated using implied volatility of the Company's traded options. The expected life of
options granted is based on the historical exercise activity as well as the expected disposition of all options outstanding. The expected
life of options granted also considers the actual contractual term. The per-share weighted-average fair values of stock options granted
during fiscal 2012, 2011, and 2010 were $7.63, $6.80, and $5.68, respectively. The per share weighted-average fair values of stock
purchase rights granted under the Employee Stock Purchase Plan during fiscal 2012, 2011, and 2010 were $9.42, $8.25, and $6.29,
respectively. The fair values of stock options and stock purchase plan rights granted in fiscal 2012, 2011, and 2010 were estimated at
the date of grant using the following weighted-average assumptions:

Stock Options

Employee Stock Purchase Plan

2012

2011

2010

2012

2011

2010

Expected life of options (years)

Expected stock price volatility

Risk-free interest rate

Dividend yield

5.1

0.31

1.1 %

2.4 %

5.1

0.35

1.8 %

2.5 %

5.2

0.35

2.5 %

2.7 %

1.3

0.29

0.2 %

2.4 %

1.3

0.31

0.3 %

2.3 %

1.3

0.33

0.6 %

2.5 %

The estimated fair values of RSU awards were calculated based on the market price of Xilinx common stock on the date of grant,
reduced by the present value of dividends expected to be paid on Xilinx common stock prior to vesting. The per share weighted-
average fair values of RSUs granted during fiscal 2012, 2011, and 2010 were $33.69, $25.14, and $20.38, respectively. The weighted-
average fair values of RSUs granted in fiscal 2012, 2011, and 2010 were calculated based on estimates at the date of grant as follows:

Risk-free interest rate

Dividend yield

2012

2011

2010

0.7 %

2.2 %

1.0 %

2.5 %

1.6 %

2.7 %

Options outstanding that have vested and are expected to vest in future periods as of March 31, 2012 are as follows:

(Shares and intrinsic value in
thousands)

Vested (i.e., exercisable)

Expected to vest

Total vested and expected to vest

Number of Shares

Weighted-Average
Exercise Price Per
Share

Weighted-Average
Remaining
Contractual Term
(Years)

Aggregate Intrinsic
Value (1)

15,349

2,323

17,672

$28.78

$25.51

$28.35

2.84

5.12

3.14

$133,990

$25,474

$159,464

Total outstanding

17,788

$28.32

3.14

$160,941

(1) These amounts represent the difference between the exercise price and $36.48, the closing price per share of Xilinx's stock on March 30, 2012, for all in-the-

money options outstanding.

Options outstanding that are expected to vest are net of estimated future option forfeitures in accordance with the authoritative
guidance of accounting for share-based payment, which are estimated when compensation costs are recognized. Options with a fair
value of $11.5 million completed vesting during fiscal 2012. As of March 31, 2012, total unrecognized stock-based compensation
costs related to stock options and Employee Stock Purchase Plan were $15.6 million and $14.3 million, respectively. The total
unrecognized stock-based compensation cost for stock options and Employee Stock Purchase Plan is expected to be recognized over a
weighted-average period of 2.1 years and 0.9 years, respectively.

Employee Stock Option Plans

Under the Company's stock option plans (Option Plans), options reserved for future issuance of common shares to employees and
directors of the Company total 32.7 million shares as of March 31, 2012, including 14.9 million shares available for future grants
under the 2007 Equity Incentive Plan (2007 Equity Plan). Options to purchase shares of the Company's common stock under the
Option Plans are granted at 100% of the fair market value of the stock on the date of grant. The contractual term for stock awards
granted under the 2007 Equity Plan is seven years from the grant date. Prior to April 1, 2007, stock options granted by the Company
generally expire ten years from the grant date. Stock awards granted to existing and newly hired employees generally vest over a four-
year period from the date of grant.

A summary of shares available for grant under the 2007 Equity Plan is as follows:

(Shares in thousands)

Shares Available for Grant

March 28, 2009

Additional shares reserved

Stocks options granted

Stock options cancelled

RSUs granted

RSUs cancelled

April 3, 2010

Additional shares reserved

Stocks options granted

Stock options cancelled

RSUs granted

RSUs cancelled

April 2, 2011

Additional shares reserved

Stocks options granted

Stock options cancelled

RSUs granted

RSUs cancelled

March 31, 2012

11,052

5,000

(2,461 )

314

(1,885 )

302

12,322

4,500

(2,345 )

365

(2,043 )

365

13,164

4,500

(207 )

(2,977 )

358

14,908

A summary of the Company's Option Plans activity and related information is as follows:

(Shares in thousands)

Number of Shares

Weighted-Average Exercise
Price Per Share

Options Outstanding

March 28, 2009

Granted

Exercised

Forfeited/cancelled/expired

April 3, 2010

Granted

Exercised

Forfeited/cancelled/expired

April 2, 2011

Granted

Exercised

Forfeited/cancelled/expired

March 31, 2012

41,021

2,461

(1,600 )

(10,856 )

31,026

2,345

(5,704 )

(2,698 )

24,969

207

(3,622 )

(3,766 )

17,788

$32.51

$21.19

$22.95

$37.04

$30.51

$26.36

$25.42

$50.69

$29.11

$34.79

$24.70

$37.35

$28.32

The types of awards allowed under the 2007 Equity Plan include incentive stock options, non-qualified stock options, RSUs, restricted
stock and stock appreciation rights. To date, the Company has issued a mix of non-qualified stock options and RSUs under the 2007
Equity Plan.

The total pre-tax intrinsic value of options exercised during fiscal 2012 and 2011was $35.6 million and $28.3 million, respectively.
This intrinsic value represents the difference between the exercise price and the fair market value of the Company's common stock on
the date of exercise.

Since the Company adopted the policy of retiring all repurchased shares of its common stock, new shares are issued upon employees'
exercise of their stock options.

The following information relates to options outstanding and exercisable under the Option Plans as of March 31, 2012:

(Shares in thousands)

Range of

Exercise Prices

$15.95 - $19.98

$20.14 - $29.93

$30.04 - $38.51

$40.11 - $42.46

Options Outstanding

Options Exercisable

Weighted-

Average

Remaining

Weighted-

Average

Exercise

Options

Contractual Term

Price Per

Outstanding

(Years)

Options

Exercisable

Weighted-

Average

Exercise

Price Per

292

12,512

1,450

3,534

17,788

2.9

3.6

3.4

1.4

3.1

$18.29

$24.30

$34.59

$40.82

$28.32

247

10,525

1,043

3,534

15,349

$18.38

$24.36

$35.12

$40.82

$28.78

As of April 2, 2011, 20.8 million options were exercisable at an average price of $30.08.

Restricted Stock Unit Awards

A summary of the Company's RSU activity and related information is as follows:

(Shares and intrinsic value in thousands)

March 28, 2009

Granted

Vested (2)

Cancelled

April 3, 2010

Granted

Vested (2)

Cancelled

April 2, 2011

Granted

Vested (2)

Cancelled

March 31, 2012

RSUs Outstanding

Weighted-
Average Grant-
Date Fair Value
Per Share

Weighted-
Average
Remaining
Contractual
Term (Years)

Number of
Shares

Aggregate Intrinsic
Value (1)

2,970

1,885

(901 )

(302 )

3,652

2,043

(1,192 )

(288 )

4,215

2,977

(1,543 )

(410 )

5,239

$22.99

$20.38

$22.16

$22.56

$21.70

$25.14

$22.23

$21.99

$23.19

$33.69

$23.11

$25.18

$29.01

2.7 $

191,126

Expected to vest as of March 31, 2012

4,729

$29.15

2.6 $

172,513

(1) Aggregate intrinsic value for RSUs represents the closing price per share of Xilinx's stock on March 30, 2012 of $36.48,

multiplied by the number of RSUs outstanding or expected to vest as of March 31, 2012.

(2) The number of RSUs vested includes shares that the Company withheld on behalf of employees to satisfy the statutory tax

withholding requirements.

RSUs with a fair value of $35.7 million were vested during fiscal 2012. As of March 31, 2012, total unrecognized stock-based
compensation costs related to non-vested RSUs was $116.9 million. The total unrecognized stock-based compensation cost for RSUs
is expected to be recognized over a weighted-average period of 2.8 years.

Employee Qualified Stock Purchase Plan

Under the Employee Stock Purchase Plan, qualified employees can obtain a 24-month purchase right to purchase the Company's
common stock at the end of each six-month exercise period. Participation is limited to 15% of the employee's annual earnings up to a
maximum of $21 thousand in a calendar year. Approximately 77% of all eligible employees participate in the Employee Stock
Purchase Plan. The purchase price of the stock is 85% of the lower of the fair market value at the beginning of the 24-month offering
period or at the end of each six-month exercise period. Employees purchased 1.2 million shares for $33.1 million in fiscal 2012,
2.3 million shares for $33.3 million in fiscal 2011, and 2.0 million shares for $28.0 million in fiscal 2010. As of March 31, 2012,
8.2 million shares were available for future issuance out of the 46.5 million shares authorized.

Note 7. Balance Sheet Information

The following tables disclose the current liabilities that individually exceed 5% of the respective consolidated balance sheet amounts
at each fiscal year. Individual balances that are less than 5% of the respective consolidated balance sheet amounts are aggregated and
disclosed as "other."

(In thousands)

Accrued payroll and related liabilities:

Accrued compensation

Deferred compensation plan liability

Other

Other accrued liabilities:

Affordable housing credit investments

Accrued distributor price adjustment

Sales tax payables

Convertible debts interest payable

Contingent consideration related to business combinations

Unsettled purchase of available-for-sale securities

Other

March 31, 2012

April 2, 2011

69,640 $

45,137

6,532

121,309 $

25,730 $

10,034

8,663

5,757

5,636

4,092

15,940

75,852 $

76,352

43,153

6,077

125,582

3,361

—

11,908

5,757

3,780

975

17,762

43,543

Note 8. Restructuring Charges

During the second quarter of fiscal 2012, the Company implemented restructuring measures designed to consolidate its research and
development activities in the U.S. and to reduce its global workforce by 46 net positions, or less than 2%. The Company has
completed this restructuring plan and recorded total restructuring charges of $3.4 million in the second quarter of fiscal 2012, which
was predominantly related to severance costs and benefits expenses.

During the third quarter of fiscal 2011, the Company announced restructuring measures designed to realign resources and drive overall
operating efficiencies across the Company. These measures impacted 56 positions of the Company's global workforce, in various
geographies and functions worldwide. The reorganization plan was completed by the end of the fourth quarter of fiscal 2011, and the
Company recorded total restructuring charges of $10.3 million, primarily related to severance pay expenses.

During the first quarter of fiscal 2010, the Company announced restructuring measures and completed this restructuring plan in the
end of the fourth quarter of fiscal 2010, and reduced the Company's global workforce by approximately 200 net positions in various

geographies and functions worldwide. The Company recorded total restructuring charges of $30.1 million in fiscal 2010, primarily
related to severance pay expenses.

All of the restructuring charges above have been shown separately as restructuring charges on the consolidated statements of income
and were paid in full as of March 31, 2012.

Note 9. Impairment Loss on Investments

The Company recorded an impairment loss on investments in non-marketable equity securities of $5.9 million and $3.8 million for
fiscal 2011 and 2010, respectively, due to other-than-temporary decline in the estimated fair value of certain investees and other
relevant considerations. There was no impairment loss on investments recorded in fiscal 2012.

Note 10. Commitments

Xilinx leases some of its facilities and office buildings under non-cancelable operating leases that expire at various dates through
October 2021. Additionally, Xilinx entered into a land lease in conjunction with the Company's building in Singapore, which will
expire in November 2035 and the lease cost was settled in an up-front payment in June 2006. Some of the operating leases for
facilities and office buildings require payment of operating costs, including property taxes, repairs, maintenance and insurance. Most
of the Company's leases contain renewal options for varying terms. Approximate future minimum lease payments under non-
cancelable operating leases are as follows:

Fiscal Year

(In thousands)

2013

2014

2015

2016

2017

Thereafter

Total

6,904

4,982

2,961

1,639

1,453

3,777

21,716

Aggregate future rental income to be received, which includes rents from both owned and leased property, totaled $7.1 million as of
March 31, 2012. Rent expense, net of rental income, under all operating leases was $3.1 million for fiscal 2012, $4.9 million for fiscal
2011, and $5.3 million for fiscal 2010. Rental income, which includes rents received from both owned and leased property, was not
material for fiscal 2012, 2011 or 2010.

Other commitments as of March 31, 2012 totaled $102.4 million and consisted of purchases of inventory and other non-cancelable
purchase obligations related to subcontractors that manufacture silicon wafers and provide assembly as well as some test services. The
Company expects to receive and pay for these materials and services in the next three to six months, as the products meet delivery and
quality specifications. As of March 31, 2012, the Company also had $26.6 million of non-cancelable license obligations to providers
of electronic design automation software and hardware/software maintenance expiring at various dates through March 2015.

The Company committed up to $5.0 million to acquire, in the future, rights to intellectual property until July 2023. License payments
will be amortized over the useful life of the intellectual property acquired.

Note 11. Net Income Per Common Share

The computation of basic net income per common share for all periods presented is derived from the information on the consolidated
statements of income, and there are no reconciling items in the numerator used to compute diluted net income per common share. The
total shares used in the denominator of the diluted net income per common share calculation includes 3.9 million, 346 thousand and
zero potentially dilutive common equivalent shares outstanding for fiscal 2012, 2011 and 2010, respectively, that are not included in
basic net income per common share by applying the treasury stock method to the impact of incremental shares issuable assuming
conversion of the debentures (see "Note 14. Convertible Debentures and Revolving Credit Facility"). Additionally, the total shares
used in the denominator of the diluted net income per common share calculation includes 4.5 million, 3.6 million and 941 thousand
potentially dilutive common equivalent shares outstanding for fiscal 2012, 2011 and 2010, respectively, that are not included in basic
net income per common share by applying the treasury stock method to the impact of our equity incentive plans.

Outstanding stock options, RSUs and warrants (See "Note 14. Convertible Debentures and Revolving Credit Facility" for more
discussion of warrants) to purchase approximately 30.6 million, 32.7 million, and 44.0 million shares, for fiscal 2012, fiscal 2011, and
2010 respectively, under the Company's stock award plans were excluded from diluted net income per common share, applying the

treasury stock method, as their inclusion would have been antidilutive. These options, RSUs and warrants could be dilutive in the
future if the Company's average share price increases and is greater than the combined exercise prices and the unamortized fair values
of these options, RSUs and warrants.

Note 12. Interest and Other Expense, Net

The components of interest and other expense, net are as follows:

(In thousands)

Interest income

Interest expense

Other income, net

Note 13. Comprehensive Income

2012

2011

2010

23,697 $

18,427 $

18,782

(54,576 )

(44,715 )

(25,989 )

157

7,873

628

(30,722 ) $

(18,415 ) $

(6,579 )

Comprehensive income is defined as the change in equity of a company during a period from transactions and other events and
circumstances from nonowner sources. The difference between net income and comprehensive income for the Company results from
unrealized gains (losses) on its available-for-sale securities, net of taxes, foreign currency translation adjustments and hedging
transactions.

The components of comprehensive income are as follows:

(In thousands)

Net income

2012

2011

2010

530,079 $

641,875 $

357,484

Net change in unrealized gains on available-for-sale securities, net of tax

7,159

5,975

14,996

Reclassification adjustment for gains on available-for-sale securities, net of tax,

included in net income

Net change in unrealized gains (losses) on hedging transactions, net of tax

Net change in cumulative translation adjustment

Comprehensive income

(1,062 )

(8,324 )

(1,026 )

(2,438 )

6,776

1,425

(240 )

(541 )

3,422

526,826 $

653,613 $

375,121

The components of accumulated other comprehensive income as of fiscal year-ends are as follows:

(In thousands)

March 31, 2012

April 2, 2011

Accumulated unrealized gains on available-for-sale securities, net of tax

Accumulated unrealized gains (losses) on hedging transactions, net of tax

Accumulated cumulative translation adjustment

Accumulated other comprehensive income

8,916 $

(3,101 )

1,449

7,264 $

2,819

5,223

2,475

10,517

Note 14. Convertible Debentures and Revolving Credit Facility

2.625% Senior Convertible Debentures

In June 2010, the Company issued $600.0 million principal amount of 2.625% Debentures to qualified institutional investors. The
2.625% Debentures are senior in right of payment to the Company's existing and future unsecured indebtedness that is expressly
subordinated in right of payment to the 2.625% Debentures, including the 3.125% Debentures described below. The 2.625%
Debentures are initially convertible, subject to certain conditions, into shares of Xilinx common stock at a conversion rate of 33.0164
shares of common stock per $1 thousand principal amount of the 2.625% Debentures, representing an initial effective conversion price
of approximately $30.29 per share of common stock. The conversion rate is subject to adjustment for certain events as outlined in the
indenture governing the 2.625% Debentures but will not be adjusted for accrued interest.

The Company received net proceeds of $587.6 million from issuance of the 2.625% Debentures, after deduction of issuance costs of
$12.4 million. The debt issuance costs, as adjusted based on the authoritative guidance for the accounting of convertible debentures
issued by the FASB, are recorded in current and non-current assets and are being amortized to interest expense over 7 years. Interest is
payable semiannually in arrears on June 15 and December 15, beginning on December 15, 2010. The Company recognizes an
effective interest rate of 5.75% on the carrying value of the 2.625% Debentures. The effective rate is based on the interest rate for a
similar instrument that does not have a conversion feature. Additionally, the Company may be required to pay additional interest
under certain events as outlined in the indenture governing the 2.625% Debentures. During the first quarter of fiscal 2011, the
Company utilized $433.3 million of the net proceeds to repurchase its common stock under an accelerated share repurchase
agreement. A portion of the remaining net proceeds was used to purchase call options to hedge against potential dilution upon
conversion of the 2.625% Debentures (see below) as well as for other general corporate purposes.

In relation to the issuance of the 2.625% Debentures, in June 2010 the Company entered into interest rate swaps with certain
independent financial institutions, whereby the Company paid a variable interest rate equal to the three-month LIBOR minus
0.2077%, and received interest income at a fixed interest rate of 2.625%. In October 2010, the Company sold the interest rate swaps
for $30.2 million. In accordance with the authoritative guidance for the accounting of derivative instruments and hedging activities
issued by the FASB, the fair value of hedge accounting adjustment at the time of the sale ($29.9 million) is amortized as reduction to
interest expense over the remaining life of the 2.625% Debentures. Prior to the sale of the interest rate swaps, from June to
October 2010 the Company earned a net interest amount of $5.0 million from these interest rate swaps, which was included in interest
and other expense, net, on the consolidated statements of income as a reduction to interest expense. In addition, the net change in fair
values of $268 thousand, from the interest rate swaps (prior to the sale from June to October 2010) and the underlying 2.625%
Debentures, was included as a reduction to interest and other expense, net, on the Company's consolidated statements of income.

The carrying values of the liability and equity components of the 2.625% Debentures are reflected in the Company's consolidated
balance sheet as follows:

(In thousands)

Liability component:

Principal amount of the 2.625% Debentures

Unamortized discount of liability component

Hedge accounting adjustment – sale of interest rate swap

Net carrying value of the 2.625% Debentures

Equity component – net carrying value

March 31, 2012

April 2, 2011

600,000 $

(80,311 )

23,208

542,897 $

600,000

(95,855 )

27,700

531,845

105,620 $

105,620

The remaining unamortized debt discount, net of hedge accounting adjustment from sale of interest rate swap, is being amortized as
additional non-cash interest expense over the expected remaining term of the 2.625% Debentures. As of March 31, 2012, the
remaining term of the 2.625% Debentures is 5.2 years.

Interest expense related to the 2.625% Debentures was included in interest and other expense, net on the consolidated statements of
income as follows:

(In thousands)

Contractual coupon interest

Amortization of debt issuance costs

Amortization of debt discount, net

Total interest expense related to the 2.625% Debentures

2012

2011

15,750 $

1,448

11,052

28,250 $

12,863

1,207

9,739

23,809

The Company may not redeem the 2.625% Debentures prior to maturity. However, holders of the 2.625% Debentures may convert
their 2.625% Debentures only upon the occurrence of certain events in the future, as outlined in the indenture. The Company will
adjust the conversion rate for holders who elect to convert their 2.625% Debentures in connection with the occurrence of certain
specified corporate events, as defined in the indenture. In addition, holders who convert their 2.625% Debentures in connection with a
fundamental change, as defined in the indenture, may be entitled to a make-whole premium in the form of an increase in the
conversion rate. Furthermore, in the event of a fundamental change, the holders of the 2.625% Debentures may require Xilinx to
purchase all or a portion of their 2.625% Debentures at a purchase price equal to 100% of the principal amount of the 2.625%
Debentures, plus accrued and unpaid interest, if any. As of March 31, 2012, none of the conditions allowing holders of the 2.625%
Debentures to convert had been met.

The Company has concluded that the 2.625% Debentures are not conventional convertible debt instruments and that the embedded
stock conversion option discussed above qualifies as a derivative. In addition, the Company has also concluded that the embedded
conversion option would be classified in stockholders' equity if it were a freestanding instrument. Accordingly, the embedded
conversion option is not required to be accounted for separately as a derivative.

Upon conversion, the Company would pay the holders of the 2.625% Debentures cash up to the aggregate principal amount of the
2.625% Debentures. If the conversion value exceeds the principal amount, the Company would deliver shares of its common stock in
respect to the remainder of its conversion obligation in excess of the aggregate principal amount (conversion spread). Accordingly,
there would be no adjustment to the numerator in the net income per common share computation for the cash settled portion of the
2.625% Debentures as that portion of the debt liability will always be settled in cash. The conversion spread will be included in the
denominator for the computation of diluted net income per common share, using the treasury stock method.

To hedge against potential dilution upon conversion of the 2.625% Debentures, the Company also purchased call options on its
common stock from the hedge counterparties. The call options give the Company the right to purchase up to 19.8 million shares of its
common stock at $30.29 per share. The Company paid an aggregate of $112.3 million to purchase these call options. The call options
will terminate upon the earlier of the maturity of the 2.625% Debentures or the last day any of the 2.625% Debentures remain
outstanding. To reduce the hedging cost, under separate transactions the Company sold warrants to the hedge counterparties, which
give the hedge counterparties the right to purchase up to 19.8 million shares of the Company's common stock at $42.91 per share.
These warrants expire on a gradual basis over a specified period starting on September 13, 2017. The Company received an aggregate
of $46.9 million from the sale of these warrants. In accordance to the authoritative guidance issued by the FASB on determining
whether an instrument (or embedded feature) is indexed to an entity's own stock, the Company concluded that the call options and
warrants were indexed to the Company's stock. Therefore, the call options and warrants were classified as equity instruments and will
not be marked to market prospectively. The net amount of $65.4 million paid to the hedge counterparties, less the applicable tax
benefit related to the call options of $41.7 million, was recorded as a reduction to additional paid-in capital. The settlement terms of
the call options and warrants provide for net share settlement.

3.125% Junior Subordinated Convertible Debentures

In March 2007, the Company issued $1.00 billion principal amount of 3.125% Debentures to an initial purchaser in a private offering.
The 3.125% Debentures are subordinated in right of payment to the Company's existing and future senior debt, including the 2.625%
Debentures, and to the other liabilities of the Company's subsidiaries. During fiscal 2009, the Company repurchased some of its
3.125% Debentures, resulting in approximately $689.6 million of debt outstanding in principal amount as of March 31, 2012. The
3.125% Debentures are convertible, subject to certain conditions, into shares of Xilinx common stock at a conversion rate of 33.5468
shares of common stock per $1 thousand principal amount of 3.125% Debentures, representing an effective conversion price of
approximately $29.81 per share of common stock. The conversion rate is subject to adjustment for certain events as outlined in the
indenture governing the 3.125% Debentures but will not be adjusted for accrued interest.

The debt issuance costs, as adjusted for the authoritative guidance for the accounting of convertible debentures issued by the FASB,
were recorded in current and non-current assets and are being amortized to interest expense over 30 years. Interest is payable
semiannually in arrears on March 15 and September 15, beginning on September 15, 2007. However, the Company recognizes an
effective interest rate of 7.20% on the carrying value of the 3.125% Debentures. The effective rate is based on the interest rate for a
similar instrument that does not have a conversion feature. The 3.125% Debentures also have a contingent interest component that
may require the Company to pay interest based on certain thresholds beginning with the semi-annual interest period commencing on
March 15, 2014 (the maximum amount of contingent interest that will accrue is 0.50% per year) and upon the occurrence of certain
events, as outlined in the indenture governing the 3.125% Debentures.

The carrying values of the liability and equity components of the 3.125% Debentures are reflected in the Company's consolidated
balance sheets as follows:

(In thousands)

Liability component:

Principal amount of the 3.125% Debentures

Unamortized discount of liability component

Unamortized discount of embedded derivative from date of issuance

Carrying value of liability component – 3.125% Debentures

Carrying value of embedded derivative component

Net carrying value of the 3.125% Debentures

Equity component – net carrying value

March 31, 2012

April 2, 2011

689,635 $

(325,448 )

(1,446 )

362,741

931

363,672 $

229,513 $

689,635

(329,941 )

(1,504 )

358,190

945

359,135

229,513

The remaining debt discount is being amortized as additional non-cash interest expense over the expected remaining life of the
debentures using the effective interest rate of 7.20%. As of March 31, 2012, the remaining term of the debentures is 25 years. Interest
expense related to the debentures was included in interest and other expense, net on the consolidated statements of income and was
recognized as follows:

(In thousands)

Contractual coupon interest

Amortization of debt issuance costs

Amortization of embedded derivative

Amortization of debt discount

Fair value adjustment of embedded derivative

2012

2011

2010

$ 21,551 $

21,551 $ 21,551

223

4,493

4,182

3,892

(14 )

(1,262 )

Total interest expense related to the 3.125% Debentures

$ 26,311 $

26,111 $ 24,462

On or after March 15, 2014, the Company may redeem all or part of the remaining 3.125% Debentures outstanding for the principal
amount plus any accrued and unpaid interest if the closing price of the Company's common stock has been at least 130% of the
conversion price then in effect for at least 20 trading days during any 30 consecutive trading-day period prior to the date on which the
Company provides notice of redemption. Upon conversion, the Company would pay the holders of the 3.125% Debentures cash value
of the applicable number of shares of Xilinx common stock, up to the principal amount of the 3.125% Debentures. If the conversion
value exceeds the aggregate principal amount, the Company may also deliver, at its option, cash or common stock or a combination of
cash and common stock for the conversion value in excess of the principal amount (conversion spread). Accordingly, there would be
no adjustment to the numerator in the net income per common share computation for the cash settled portion of the 3.125%
Debentures as that portion of the debt instrument will deem to be settled in cash. The conversion spread will be included in the
denominator for the computation of diluted net income per common share, using the treasury stock method.

Holders of the 3.125% Debentures may convert their 3.125% Debentures only upon the occurrence of certain events in the future, as
outlined in the indenture. In addition, holders who convert their 3.125% Debentures in connection with a fundamental change, as
defined in the indenture, may be entitled to a make-whole premium in the form of an increase in the conversion rate. Furthermore, in
the event of a fundamental change, the holders of the 3.125% Debentures may require Xilinx to purchase all or a portion of their
3.125% Debentures at a purchase price equal to 100% of the principal amount of 3.125% Debentures, plus accrued and unpaid
interest, if any. As of March 31, 2012, none of the conditions allowing holders of the 3.125% Debentures to convert had been met.

The Company concluded that the embedded features related to the contingent interest payments and the Company making specific
types of distributions (e.g., extraordinary dividends) qualify as derivatives and should be bundled as a compound embedded derivative
under the authoritative guidance for derivatives instruments and hedging activities issued by the FASB. The fair value of the
derivative was accounted for as a discount on the 3.125% Debentures and will continue to be amortized to interest expense over the
remaining term of the 3.125% Debentures. Any change in fair value of this embedded derivative will be included in interest and other
income (expense), net on the Company's consolidated statements of income. The Company also concluded that the 3.125%
Debentures are not conventional convertible debt instruments and that the embedded stock conversion option qualifies as a derivative.
In addition, the Company has concluded that the embedded conversion option would be classified in stockholders' equity if it were a
freestanding instrument. Accordingly, the embedded conversion option is not required to be accounted for separately as a derivative.

Revolving Credit Facility

In December 2011, Xilinx terminated the five-year $250.0 million senior unsecured revolving credit facility (originally expiring in
April 2012), and entered into a new five-year $250.0 million senior unsecured revolving credit facility with a syndicate of banks

(expiring in December 2016). Borrowings under the credit facility will bear interest at a benchmark rate plus an applicable margin
based upon the Company's credit rating. In connection with the credit facility, the Company is required to maintain certain financial
and nonfinancial covenants. As of March 31, 2012, the Company had made no borrowings under this credit facility and was not in
violation of any of the covenants.

Note 15. Stockholders' Equity

Preferred Stock

The Company's Certificate of Incorporation authorized 2.0 million shares of undesignated preferred stock. The preferred stock may be
issued in one or more series. The Board of Directors is authorized to determine or alter the rights, preferences, privileges and
restrictions granted to or imposed upon any wholly unissued series of preferred stock. As of March 31, 2012 and April 2, 2011, no
preferred shares were issued or outstanding.

Common Stock and Debentures Repurchase Programs

The Board of Directors has approved stock repurchase programs enabling the Company to repurchase its common stock in the open
market or through negotiated transactions with independent financial institutions. In June 2010, the Board authorized the repurchase of
up to $500.0 million of common stock (2010 Repurchase Program). The 2010 Repurchase Programs have no stated expiration date.
Through March 31, 2012, the Company had used $312.9 million of the $500.0 million authorized under the 2010 Repurchase
Program, leaving $187.1 million available for future repurchases. The Company's current policy is to retire all repurchased shares and
debentures, and consequently, no treasury shares or debentures were held as of March 31, 2012 and April 2, 2011.

During fiscal 2012, the Company repurchased 7.0 million shares of common stock in the open market for a total of $219.6 million
under the 2010 Repurchase Program. During fiscal 2011, the Company repurchased 17.8 million shares of common stock in the open
market for a total of $468.9 million.

Note 16. Income Taxes

The provision for income taxes consists of the following:

(In thousands)

2012

2011

2010

Federal:

Current

Deferred

State:

Current

Deferred

Foreign:

Current

Deferred

Total

(17,333 ) $

14,172 $

74,911

57,578

(2,999 )

6,591

3,592

7,978

(2,176 )

5,802

95,660

109,832

2,365

13,240

15,605

3,107

661

3,768

66,972 $

129,205 $

(8,732 )

56,085

47,353

6,174

243

6,417

8,809

1,702

10,511

64,281

The domestic and foreign components of income before income taxes were as follows:

(In thousands)

Domestic

Foreign

Income before income taxes

2012

2011

2010

74,959 $

161,784 $

522,092

609,296

597,051 $

771,080 $

59,473

362,292

421,765

The tax benefits (expenses) associated with stock option exercises and the employee stock purchase plan recorded in additional paid-in
capital were $9.9 million, $4.9 million and $(4.4) million, for fiscal 2012, 2011 and 2010, respectively.

As of March 31, 2012, the Company had federal and state net operating loss carryforwards of approximately $25.9 million. If unused,
these carryforwards will expire in 2014 through 2030. All of the federal and state net operating loss carryforwards are subject to
change of ownership limitations provided by the Internal Revenue Code and similar state provisions. The Company had federal and
state research tax credit carryforwards of approximately $138.4 million and federal affordable housing tax credit carryforwards of
approximately $9.3 million. If unused, $32.1 million of the tax credit carryforwards will expire in 2021 through 2032. The remainder
of the credits has no expiration date. Some of the federal and state credit carryforwards are subject to change of ownership limitations
provided by the Internal Revenue Code and similar state provisions.

Unremitted foreign earnings that are considered to be permanently invested outside the U.S. and on which no U.S. taxes have been
provided, are approximately $1.67 billion as of March 31, 2012. The residual U.S. tax liability, if such amounts were remitted, would
be approximately $544.3 million.

The provision for income taxes reconciles to the amount derived by applying the Federal statutory income tax rate to income before
provision for taxes as follows:

(In thousands)

Income before provision for taxes

Federal statutory tax rate

Computed expected tax

State taxes, net of federal benefit

Non-deductible stock-based compensation

Tax exempt interest

Foreign earnings at lower tax rates

Tax credits

Deferred compensation

Other

Provision for income taxes

2012

2011

2010

597,051

771,080

421,765

35 %

208,968

2,162

2,658

(263 )

269,878

10,317

2,220

(152 )

(117,013 )

(131,261 )

(29,633 )

(17,431 )

(1,297 )

(3,069 )

147,618

4,527

1,813

(396 )

(67,651 )

(16,491 )

(2,994 )

(2,145 )

66,972

129,205

64,281

The Company has manufacturing operations in Singapore where the Company has been granted "Pioneer Status" that is effective
through fiscal 2021. The Pioneer Status reduces the Company's tax on the majority of Singapore income from 17% to zero. The
benefit of Pioneer Status in Singapore for fiscal 2012, fiscal 2011 and fiscal 2010 are approximately $43.5 million ($0.16 per diluted
share), $54.8 million ($0.21 per diluted share) and $18.7 million ($0.07 per diluted share), respectively, on income considered
permanently reinvested outside the U.S. The tax effect of operations in low tax jurisdictions on the Company's overall tax rate is
reflected in the table above.

The major components of deferred tax assets and liabilities consisted of the following as of March 31, 2012 and April 2, 2011:

(In thousands)

Deferred tax assets:

Inventory valuation differences

Stock-based compensation

Deferred income on shipments to distributors

Accrued expenses

Tax loss carryforwards

Tax credit carryforwards

Intangible and fixed assets

Strategic and equity investments

Deferred compensation plan

Other

Valuation allowance

Total deferred tax assets

Deferred tax liabilities:

Unremitted foreign earnings

State income taxes

Convertible debt

Other

Total deferred tax liabilities

Total net deferred tax liabilities

2012

2011

498 $

29,451

10,493

39,942

3,856

97,104

4,115

7,313

17,423

3,634

1,490

29,755

19,580

42,735

8,508

84,694

7,547

9,198

16,503

3,470

213,829

223,480

(28,963 )

(17,841 )

184,866

205,639

(308,017 )

(264,230 )

(17,343 )

(17,842 )

(192,397 )

(178,178 )

(8,605 )

(4,257 )

(526,362 )

(464,507 )

(341,496 ) $

(258,868 )

Long-term deferred tax assets of $56.7 million and $57.3 million as of March 31, 2012 and April 2, 2011, respectively, were included
in other assets on the consolidated balance sheet. Current deferred tax liabilities of zero and $404 thousand as of March 31, 2012 and
April 2, 2011, respectively, were included in other accrued liabilities on the consolidated balance sheet.

As of March 31, 2012, gross deferred tax assets were offset by valuation allowances of $29.0 million, all of which was associated with
state tax credit carryforwards.

The aggregate changes in the balance of gross unrecognized tax benefits for fiscal 2012 and 2011 were as follows:

(In thousands)

Balance as of beginning of fiscal year

Increases in tax positions for prior years

Decreases in tax positions for prior years

Increases in tax positions for current year

Settlements

Lapse in statute of limitations

Balance as of end of fiscal year

2012

2011

79,690 $

(653 )

3,768

(39 )

(17,784 )

96,269

11,964

(20,030 )

2,588

(6,749 )

(4,352 )

65,038 $

79,690

If the remaining balance of $65.0 million and $79.7 million of unrecognized tax benefits as of March 31, 2012 and April 2, 2011,
respectively, were realized in a future period, it would result in a tax benefit of $41.7 million and $56.0 million, respectively, thereby
reducing the effective tax rate.

The Company's policy is to include interest and penalties related to income tax liabilities within the provision for income taxes on the
consolidated statements of income. The balance of accrued interest and penalties was $839 thousand and $2.2 million as of March 31,

2012 and April 2, 2011, respectively. Interest and penalties released from the Company's provision for income taxes totaled $644
thousand, $840 thousand and $900 thousand for fiscal 2012, 2011 and 2010, respectively.

The Company is no longer subject to U.S. federal audits by taxing authorities for years through fiscal 2008. The Company is no longer
subject to U.S. state audits for years through fiscal 2004, except for fiscals 1996 through 2001 which are still open for audit purposes.
The Company is no longer subject to tax audits in Ireland for years through fiscal 2007.

It is reasonably possible that changes to our unrecognized tax benefits could be significant in the next twelve months due to tax audit
settlements and lapses of statutes of limitation. As a result of uncertainties regarding tax audit settlements and their possible outcomes,
an estimate of the range of increase or decrease that could occur in the next twelve months cannot be made.

Note 17. Segment Information

Xilinx designs, develops and markets programmable logic semiconductor devices and the related software design tools. The
Company operates and tracks its results in one operating segment. Xilinx sells its products to OEMs and to electronic components
distributors who resell these products to OEMs or subcontract manufacturers.

Geographic revenue information for fiscal 2012, 2011 and 2010 reflects the geographic location of the distributors or OEMs who
purchased the Company's products. This may differ from the geographic location of the end customers. Long-lived assets include
property, plant and equipment, which were based on the physical location of the asset as of the end of each fiscal year.

Net revenues by geographic region were as follows:

(In thousands)

North America:

United States

Other

Total North America

Asia Pacific:

China

Other

Total Asia Pacific

Europe

Japan

Worldwide total

2012

2011

2010

596,388 $

620,687 $

88,037

684,425

418,036

326,462

744,498

589,802

222,011

89,737

710,424

456,109

387,760

843,869

615,360

199,792

578,254

50,219

628,473

327,325

321,778

649,103

395,121

160,857

2,240,736 $

2,369,445 $

1,833,554

Net long-lived assets by country at fiscal year-ends were as follows:

(In thousands)

United States

Foreign:

Ireland

Singapore

Other

Total foreign

Worldwide total

March 31, 2012

April 2, 2011

April 3, 2010

254,811

247,187 $

245,698

53,255

66,806

20,110

140,171

394,982

55,370

69,043

8,970

133,383

380,570

57,369

56,869

5,942

120,180

365,878

Note 18. Litigation Settlements and Contingencies

Patent Litigation

On December 28, 2007, a patent infringement lawsuit was filed by PACT against the Company in the U.S. District Court for the
Eastern District of Texas, Marshall Division (PACT XPP Technologies, AG. v. Xilinx, Inc. and Avnet, Inc. Case No. 2:07-CV-563).

The lawsuit pertained to eleven different patents and PACT sought injunctive relief, damages including enhanced damages, interest
and attorneys' fees. Nine of the eleven patents were dismissed from the case prior to trial. Trial commenced in the matter on May 14,
2012 and on May 18, 2012 the jury concluded its deliberations. The jury found two patents held by PACT were valid and were
willfully infringed by the Company. The jury awarded PACT the sum of $15.4 million as damages and royalties on past Xilinx sales.
The presiding judge will decide the component for willful infringement at a future date which has not yet been determined, and such
enhanced damages, including the willfulness component, could be as much as treble the $15.4 million jury verdict. Subsequent to the
trial, plaintiff notified the Company that in addition to enhanced damages, it intends to seek attorneys' fees, an ongoing royalty for
future sales of infringing products, prejudgment interest, and certain other relief. The Company intends to appeal the verdict and is
evaluating its other options, including motions for judgment as a matter of law.

On July 30, 2010, a patent infringement lawsuit was filed by Intellitech against the Company in the U.S. District Court for the District
of Delaware (Intellitech Corporation v. Altera Corporation, Xilinx, Inc. and Lattice Semiconductor Corporation Case No. 1:10-CV-
00645-UNA). The lawsuit pertained to a single patent and Intellitech sought declaratory and injunctive relief, unspecified
damages, interest and attorneys' fees. On February 15, 2011, the Company filed a lawsuit against Intellitech in the U.S. District Court
for the Northern District of California (Xilinx, Inc. v. Intellitech Corporation, Case No. CV11-0699). The lawsuit pertained to seven
patents and a single trademark and the Company sought declaratory and injunctive relief, unspecified damages, costs and attorneys'
fees. The parties reached a confidential agreement to settle both actions and the lawsuits were dismissed with prejudice on October
18, 2011. The amount of the settlement did not have a material impact on the Company's financial position or results of operations.

On October 17, 2011, Xilinx filed a complaint for patent non-infringement and invalidity and violation of California Business and
Professions Code Section 17200 in the U.S. District Court for the Northern District of California against Intellectual Ventures and
related entities as well as additional defendants (Xilinx, Inc. v. Intellectual Ventures, LLC. Intellectual Ventures Management, LLC,
Detelle Relay KG, LLC, Roldan Block NY LLC, Latrosse Technologies LLC, TR Technologies Foundation LLC, Taichi Holdings,
LLC, Noregin Assets N.V., LLC and Intellectual Venture Funding LLC Case No CV-04407). By order dated January 25, 2012, the
Court granted with leave to amend defendants' motion to dismiss Xilinx's claim for violation of California Business and Professions
Code section 17200. The Company has amended its complaint to remove the claim for violation of California Business and
Professions Code section 17200. The remainder of the lawsuit pertains to seven patents and seeks judgments of non-infringement by
Xilinx and judgments that he patents are invalid and unenforceable, as well as costs and attorneys' fees.

On or about September 2, 2011, a patent infringement lawsuit was filed by HSM/TPL against the Company and seventeen other
defendants in the U.S. District of Delaware (HSM Portfolio LLC and Technology Properties Limited LLC v. Fujitsu Limited, et al.,
Case No. CV11-770). The lawsuit pertains to four patents, two of which Xilinx was alleged to infringe. HSM/TPL sought
unspecified damages, interest and attorneys' fees. The parties reached a confidential agreement to settle the action and all claims
against Xilinx were dismissed with prejudice on December 30, 2011. The amount of the settlement did not have a material impact on
the Company's financial position or results of operations.

On or about September 15, 2011, a patent infringement lawsuit was filed by SFS against the Company and eight other defendants in
the U.S. District Court for the Central District of California (Smart Foundry Solutions, LLC v. Analog Devices, et al., Case No. CV-
01396). The lawsuit pertained to a single patent and SFS sought injunctive relief, unspecified damages, interest and attorneys' fees.
On February 13, 2012, SFS voluntarily dismissed its complaint against the Company, without prejudice.

On March 23, 2012, a patent infringement lawsuit was filed by APT against the Company in the U.S. District Court for the Eastern
District of Texas, Marshall Division (Advanced Processor Technologies LLC v. Xilinx, Inc., Case No. 2;12-CV-158). The lawsuit
pertains to three patents and APT seeks royalties, injunctive relief and unspecified damages and the proceedings are in their early
stages. The Company is unable to estimate its range of possible loss in this matter at this time.

Other Matters

Except as stated above, there are no pending legal proceedings of a material nature to which the Company is a party or of which any of
its property is the subject.

From time to time, the Company is involved in various disputes and litigation matters that arise in the ordinary course of its business.
These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory,
distribution arrangements, employee relations and other matters. Periodically, the Company reviews the status of each matter and
assesses its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of
possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings are subject to
uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information
available at the time. As additional information becomes available, the company continues to reassess the potential liability related to
pending claims and litigation and may revise estimates.

Note 19. Business Combinations

During the first quarter of fiscal 2012, the Company purchased certain assets and assumed certain liabilities of Modelware, Inc., a
privately-held company that provides Packet Processing solutions in communications equipment, and Sarance Technologies, Inc., a
privately-held company that develops Ethernet and Interlaken IP solutions for the logic IC landscape. Both acquisitions align with
Xilinx's strategy for accelerating market growth and meet the increasing demand from our wired communications customers to offer
application specific IP. These acquisitions were accounted for under the purchase method of accounting.

During the fourth quarter of fiscal 2011, the Company completed the acquisitions of all of the outstanding equity of AutoESL, a
privately-held company that provides high level synthesis software tools to deliver the benefits of programmable platforms to a
broader base of companies, and Omiino Ltd. (Omiino), a privately-held company that develops Optical Transport Network IP. The
AutoESL acquisition aligns with Xilinx's strategy for accelerating market growth, as AutoESL-based tools will enable more architects
and designers to utilize FPGA capabilities, while the Omiino acquisition supports Xilinx's effort to meet the increasing demand from
our large wired communications customers to offer application specific IP. These acquisitions were accounted for under the purchase
method of accounting.

The aggregate financial impact of these acquisitions was not material to the Company.

Note 20. Goodwill and Acquisition-Related Intangibles

As of March 31, 2012 and April 2, 2011, the gross and net amounts of goodwill and of acquisition-related intangibles for all
acquisitions were as follows:

(In thousands)

Goodwill

In-process research and development

Core technology - gross

Less accumulated amortization

Core technology - net

Other intangibles - gross

Less accumulated amortization

Other intangibles - net

Weighted Average

2012

2011

Amortization Life

149,538 $

133,580

4,000 $

6,000

76,440

(46,051 )

30,389

58,439

(39,789 )

18,650

5.7 years

46,206

45,201

2.7 years

(44,263 )

(42,955 )

1,943

2,246

Total acquisition-related intangibles-gross

126,646

109,640

Less accumulated amortization

(90,314 )

(82,744 )

Total acquisition-related intangibles-net

36,332 $

26,896

Amortization expense for all intangible assets for fiscal 2012, 2011 and 2010 was $7.6 million, $1.0 million and $2.5 million,
respectively. Acquisition-related intangible assets are amortized on a straight-line basis. Based on the carrying value of acquisition-
related intangibles recorded as of March 31, 2012, the annual amortization expense for acquisition-related intangibles is expected to be
as follows:

Fiscal Year

(In thousands)

2013

2014

2015

2016

2017

Thereafter

Total

8,536

7,918

7,289

6,742

4,986

861

36,332

Note 21. Employee Benefit Plans

Xilinx offers various retirement benefit plans for U.S. and non-U.S. employees. Total contributions to these plans were $9.8 million,
$8.9 million and $9.3 million in fiscal 2012, 2011 and 2010, respectively. For employees in the U.S., Xilinx instituted a Company
matching program pursuant to which the Company will match contributions to Xilinx's 401(k) Plan (the 401(k) Plan) based on the
amount of salary deferral contributions the participant makes to the 401(k) Plan. Xilinx will match up to 50% of the first 8% of an
employee's compensation that the employee contributed to their 401(k) account. The maximum Company contribution per year is
$4,500 per employee. As permitted under Section 401(k) of the Internal Revenue Code, the 401(k) Plan allows tax deferred salary
deductions for eligible employees. The Compensation Committee of the Board of Directors administers the 401(k) Plan. Participants
in the 401(k) Plan may make salary deferrals of up to 25% of the eligible annual salary, limited by the maximum dollar amount
allowed by the Internal Revenue Code. Participants who have reached the age of 50 before the close of the plan year may be eligible
to make catch-up salary deferral contributions, up to 25% of eligible annual salary, limited by the maximum dollar amount allowed by
the Internal Revenue Code.

The Company allows its U.S.-based officers, director-level employees and its board members to defer a portion of their compensation
under the Deferred Compensation Plan (the Plan). The Compensation Committee administers the Plan. As of March 31, 2012, there
were more than 130 participants in the Plan who self-direct their contributions into investment options offered by the Plan. The Plan
does not allow Plan participants to invest directly in Xilinx's stock. In the event Xilinx becomes insolvent, Plan assets are subject to
the claims of the Company's general creditors. There are no Plan provisions that provide for any guarantees or minimum return on

investments. As of March 31, 2012, Plan assets were $38.9 million and obligations were $45.1 million. As of April 2, 2011, Plan
assets were $37.6 million and obligations were $43.2 million.

Note 22. Subsequent Event

On May 18, 2012, the jury in the trial of a patent infringement lawsuit filed by PACT against the Company concluded its
deliberations. The jury found two patents held by PACT were valid and were willfully infringed by the Company. The jury awarded
PACT the sum of $15.4 million as damages and royalties on past Xilinx sales. The Company recorded this award as other long-term
liabilities on the Company's consolidated balance sheet as of March 31, 2012. See Item 3. "Legal Proceedings," included in Part I and
"Note 18. Litigation Settlements and Contingencies" to our consolidated financial statements.

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Xilinx, Inc.

We have audited the accompanying consolidated balance sheets of Xilinx, Inc. as of March 31, 2012 and April 2, 2011, and the related
consolidated statements of income, stockholders' equity and cash flows for each of the three years in the period ended March 31, 2012.
Our audits also included the financial statement schedule listed in the Index at Part IV, Item 15(a)(2). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements
and schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of
Xilinx, Inc. at March 31, 2012 and April 2, 2011, and the consolidated results of its operations and its cash flows for each of the three
years in the period ended March 31, 2012, in conformity with U.S. generally accepted accounting principles. Also, in our opinion, the
related financial statement schedule, when considered in relation to the basic financial statements taken as a whole, presents fairly in
all material respects the information set forth therein.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Xilinx,
Inc.'s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated May 25, 2012
expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

San Jose, California
May 25, 2012

REPORT OF ERNST & YOUNG LLP,
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders
Xilinx, Inc.

We have audited Xilinx, Inc.'s internal control over financial reporting as of March 31, 2012, based on criteria established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO
criteria). Xilinx, Inc.'s management is responsible for maintaining effective internal control over financial reporting, and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on
Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of
internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
We believe that our audit provides a reasonable basis for our opinion.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect
on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, Xilinx, Inc. maintained, in all material respects, effective internal control over financial reporting as of March 31,
2012, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
consolidated balance sheets of Xilinx, Inc. as of March 31, 2012 and April 2, 2011, and the related consolidated statements of income,
stockholders' equity, and cash flows for each of the three years in the period ended March 31, 2012 of Xilinx, Inc. and our report dated
May 25, 2012 expressed an unqualified opinion thereon.

/s/ ERNST & YOUNG LLP

San Jose, California
May 25, 2012

XILINX, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

Description

For the year ended April 3, 2010:

Allowance for doubtful accounts

Allowance for deferred tax assets

For the year ended April 2, 2011:

Allowance for doubtful accounts

Allowance for deferred tax assets

For the year ended March 31, 2012:

Allowance for doubtful accounts

Allowance for deferred tax assets

Beginning
of Year

Additions

Deductions
(a)

End of Year

3,629 $

— $

3,628 $

— $

17,841 $

1 $

— $

49 $

— $

3,628

—

3,579

17,841

3,579 $

180 $

17,841 $

11,745 $

313 $

623 $

3,446

28,963

(a) Represents amounts written off against the allowances or customer returns.

Supplementary Financial Data
Quarterly Data (Unaudited)

(In thousands, except per share amounts)

Year ended March 31, 2012 (1)
Net revenues

Gross margin
Income before income taxes (2)
Net income
Net income per common share: (3)
Basic

Diluted

Shares used in per share calculations:

Basic

Diluted

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

615,463

555,209

511,091 $

558,973

392,331

180,484

154,374

354,645

146,241

126,286

336,286

129,938

127,014

371,396

140,388

122,405

0.58

0.56

0.48

0.47

0.49 $

0.47 $

0.46

0.44

265,313

276,077

264,006

267,927

261,257

267,884

263,261

276,166

Cash dividends declared per common share

0.19

0.19 $

0.19

(1) Xilinx uses a 52- to 53-week fiscal year ending on the Saturday nearest March 31. Fiscal 2012 was a 52-week year and each quarter was a 13-week quarter.

(2)

Income before income taxesfor the second quarter and fourth quarter of fiscal 2012 include restructuring and litigation charges of $3,369 and $15,400,
respectively.

(3) Net income per common share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly per common share information

may not equal the annual net income per common share.

(In thousands, except per share amounts)

Year ended April 2, 2011 (1)
Net revenues

Gross margin

Income before income taxes

Net income
Net income per common share: (4)

Basic

Diluted

Shares used in per share calculations:

Basic

Diluted

First
Quarter

Second
Quarter

Third
Quarter

Fourth
Quarter

594,737 $

619,666 $

567,190

587,852

386,561

406,406

372,771

384,149

202,889

219,170

180,209 (2)

168,812 (3)

158,587

170,895

152,341

160,052

0.58 $

0.66 $

0.65 $

0.59

0.58

0.61

0.59

272,097

260,151

259,418

275,541

263,286

263,612

263,603

272,161

Cash dividends declared per common share

0.16 $

0.16

(1) Xilinx uses a 52- to 53-week fiscal year ending on the Saturday nearest March 31. Fiscal 2011 was a 52-week year and each quarter was a 13-week quarter.

(2)

(3)

Income before income taxes includes restructuring charges of $4,276.

Income before income taxes includes restructuring charges of $6,070 and an impairment loss on investments of $5,904.

(4) Net income per common share is computed independently for each of the quarters presented. Therefore, the sum of the quarterly per common share information

may not equal the annual net income per common share.

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

An evaluation was carried out, under the supervision of and with the participation of the Company's management, including our CEO
and CFO, of the effectiveness of the Company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act) as of the end of the period covered by this report. Based upon this evaluation, our CEO and CFO have
concluded that, as of the end of the period covered by this Form 10-K, the Company's disclosure controls and procedures are effective
to provide reasonable assurance that information required to be disclosed in our Exchange Act reports is recorded, processed,
summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to our
management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter ended March 31, 2012 that materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

Management's Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
This system of internal control is designed to provide reasonable assurance that assets are safeguarded and transactions are properly
recorded and executed in accordance with management's authorization. The design, monitoring and revision of the system of internal
control over financial reporting involve, among other things, management's judgments with respect to the relative cost and expected
benefits of specific control measures. The effectiveness of the system of internal control over financial reporting is supported by the
selection, retention and training of qualified personnel and an organizational structure that provides an appropriate division of
responsibility and formalized procedures. The system of internal control is periodically reviewed and modified in response to
changing conditions.

Because of its inherent limitations, no matter how well designed, a system of internal control over financial reporting can provide only
reasonable assurance and may not prevent or detect all misstatements or all fraud. Further, because of changes in conditions, the
effectiveness of internal control over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and
actions are taken to correct deficiencies as they are identified.

Management has used the criteria established in the Report "Internal Control — Integrated Framework" issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) to evaluate the effectiveness of our internal control over financial
reporting. Based on this evaluation, management has concluded that the Company's internal control over financial reporting was
effective as of March 31, 2012.

The effectiveness of the Company's internal control over financial reporting as of March 31, 2012 has been audited by Ernst & Young
LLP, an independent registered public accounting firm, as stated in their report which is included in Part II, Item 8 of this Form 10-K.

ITEM 9B.

OTHER INFORMATION

None.

PART III

Certain information required by Part III is omitted from this Report in that the Registrant will file a definitive proxy statement
pursuant to Regulation 14A under the Exchange Act (the Proxy Statement) not later than 120 days after the end of the fiscal year
covered by this Report, and certain information included therein is incorporated herein by reference. Only those sections of the Proxy
Statement that specifically address the items set forth herein are incorporated by reference.

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this item pursuant to Item 401(b), (d), (e) and (f) of Regulation S-K concerning the Company's executive
officers is incorporated herein by reference to Item 1. "Business — Executive Officers of the Registrant" within this Form 10-K.

The information required by this item pursuant to Item 401(a), (d), (e), (f) and Items 406 and 407 of Regulation S-K concerning the
Company's directors, the code of ethics and corporate governance matters is incorporated herein by reference to the sections entitled
"Proposal One-Election of Directors," "Board Matters" and "Corporate Governance Principles" in our Proxy Statement.

The information required by this item regarding delinquent filers pursuant to Item 405 of Regulation S-K is incorporated herein by
reference to the section entitled "Section 16(a) Beneficial Ownership Reporting Compliance" in our Proxy Statement.

Our codes of conduct and ethics and significant corporate governance principles are available on the investor relations page of our
website at www.investor.xilinx.com. Our code of conduct applies to our directors and employees, including our CEO, CFO and
principal accounting personnel. In addition, our Board of Directors has adopted a code of ethics that pertains specifically to the Board
of Directors. Printed copies of these documents are also available to stockholders without charge upon written request directed to
Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose CA 95124.

ITEM 11.

EXECUTIVE COMPENSATION

The information required by this item pursuant to Item 402 of Regulation S-K concerning executive compensation is incorporated
herein by reference to the sections entitled "Compensation of Directors" and "Executive Compensation" in our Proxy Statement.

The information required by this item pursuant to Item 407(e)(4) of Regulation S-K is incorporated herein by reference to the section
entitled "Compensation Committee Interlocks and Insider Participation" in our Proxy Statement.

The information required by this item pursuant to Item 407(e)(5) of Regulation S-K is incorporated herein by reference to the section
entitled "Compensation Committee Report" in our Proxy Statement.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by this item pursuant to Item 403 of Regulation S-K is incorporated herein by reference to the section
entitled "Security Ownership of Certain Beneficial Owners and Management" in our Proxy Statement. The information required by
Item 201(d) of Regulation S-K is set forth below.

Equity Compensation Plan Information

The table below sets forth certain information as of fiscal year ended March 31, 2012 about the Company's common stock that may be
issued upon the exercise of options, RSUs, warrants and rights under all of our existing equity compensation plans including the
ESPP:

(Shares in thousands)

Number of
Securities to be
Issued upon
Exercise of
Outstanding
Options,
Warrants and
Rights

Weighted-average
Exercise Price of
Outstanding
Options, Warrants
and Rights
Equity Compensation Plans Approved by Security Holders

10,902
$
12,117 (2) $

N/A
23,019

30.89
24.26 (3)

N/A
28.32

Plan Category

1997 Stock Plan

2007 Equity Plan

Employee Stock Purchase Plan

Total-Approved Plans

Equity Compensation Plans NOT Approved by Security Holders (5)

Supplemental Stock Option Plan (6)

Total-All Plans

8
23,027

29.00
28.32

Number of
Securities
Remaining
Available for Future
Issuance under
Equity
Compensation Plans
(excluding
securities reflected
in Column A)

— (1)
14,908 (4)
8,164
23,072

—
23,072

(1) The Company ceased issuing options under the 1997 Stock Plan as of April 1, 2007. The 1997 Stock Plan expired on May 8, 2007

and all available but unissued shares under this plan were cancelled.

(2) Includes approximately 5.2 million shares issuable upon vesting of RSUs that the Company granted under the 2007 Equity Plan

and assumes 150% achievement for performance-based RSUs.

(3) The weighted-average exercise price does not take into account shares issuable upon vesting of outstanding RSUs, which have no

exercise price.

(4) On July 26, 2006, the stockholders approved the adoption of the 2007 Equity Plan and authorized 10.0 million shares to be
reserved for issuance thereunder. The 2007 Equity Plan, which became effective on January 1, 2007, replaced both the Company's
1997 Stock Plan (which expired on May 8, 2007) and the Supplemental Stock Option Plan. On August 9, 2007, August 14, 2008,
August 12, 2009, August 11, 2010 and August 10, 2011, our stockholders authorized the reserve of an additional 5.0 million
shares, 4.0 million shares, 5.0 million shares, 4.5 million shares, and 4.5 million shares respectively. All of the shares reserved for
issuance under the 2007 Equity Plan may be granted as stock options, stock appreciation rights, restricted stock or RSUs.

(5) In November 2000, the Company acquired RocketChips. Under the terms of the merger, the Company assumed all of the stock
options previously issued to RocketChips' employees pursuant to four different stock option plans. A total of approximately 807
thousand option shares were assumed by the Company, none of which remained outstanding as of March 31, 2012. These option
shares are excluded from the above table. All of the options assumed by the Company remain subject to the terms of the
RocketChips' stock option plan under which they were issued. Subsequent to acquiring RocketChips, the Company has not made
any grants or awards under any of the RocketChips' stock option plans and the Company has no intention to do so in the future.

(6) Under the Supplemental Stock Option Plan, options were granted to employees and consultants of the Company, however neither
officers nor members of our Board were eligible for grants under the Supplemental Stock Option Plan. Only non-qualified stock
options were granted under the Supplemental Stock Option Plan (that is, options that do not entitle the optionee to special U.S.
income tax treatment) and such options generally expire not later than 12 months after the optionee ceases to be an employee or
consultant. Upon a merger of the Company with or into another company, or the sale of substantially all of the Company's assets,
each option granted under the Supplemental Stock Option Plan may be assumed or substituted with a similar option by the
acquiring company, or the outstanding options will become exercisable in connection with the merger or sale.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

The information required by this item concerning related party transactions pursuant to Item 404 of Regulation S-K is incorporated
herein by reference to the section entitled "Related Transactions" in our Proxy Statement.

The information required by this item concerning director independence pursuant to Item 407(a) of Regulation S-K is incorporated
herein by reference to the section entitled "Board Matters" in our Proxy Statement.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the sections entitled "Ratification of Appointment of
External Auditors" and "Fees Paid to Ernst & Young LLP" in our Proxy Statement

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

PART IV

(a) (1) The financial statements required by Item 15(a) are included in Item 8 of this Annual Report on Form 10-K.

(2) The financial statement schedule required by Item 15(a) (Schedule II, Valuation and Qualifying Accounts) is
included in Item 8 of this Annual Report on Form 10-K.

Schedules not filed have been omitted because they are not applicable, are not required or the information required to be
set forth therein is included in the financial statements or notes thereto.

(3) Schedules not filed have been omitted because they are not applicable, are not required or the information required to
be set forth therein is included in the financial statements or notes thereto.

(b) Exhibits

EXHIBIT LIST

Incorporated by Reference

Exhibit
No

Exhibit Title

Form File No.

Exhibit

Filing
Date

Filed
Herewith

3.1

3.2

4.1

4.2

10.1 *

10.2 *

10.3 *

10.4 *

10.5 *

Restated Certificate of Incorporation, as
amended to date
Bylaws of the Company, as amended and
restated as of May 9, 2012
Indenture dated March 5, 2007 between
the Company as Issuer and the Bank of
New York Trust Company, N.A. as
Trustee
Indenture dated June 9, 2010 between
the Company as Issuer and the Bank of
New York Mellon Trust Company, N.A.
as Trustee
1988 Stock Option Plan, as amended
1990 Employee Qualified Stock
Purchase Plan

1997 Stock Plan and Form of Stock
Option Agreement
Form of Indemnification Agreement
between the Company and its officers
and directors
Supplemental Stock Option Plan

10.6 * Xilinx, Inc. Master Distribution
Agreement with Avnet
Letter Agreement dated June 2, 2005
between the Company and Jon A. Olson
2007 Equity Incentive Plan

10.8 *

10.7 *

10.9 *

10.10 *

10.11 *

10.12 *

Form of Stock Option Agreement under
2007 Equity Incentive Plan
Form of Restricted Stock Unit
Agreement under 2007 Equity Incentive
Plan
Form of Performance-Based Restricted
Stock Unit Agreement under 2007
Equity Incentive Plan
Letter Agreement dated January 4, 2008
between the Company and Moshe N.
Gavrielov

10-K 000-18548

3.1 5/30/2007

8-K

000-18548

3.2 5/15/2012

10-K 000-18548

4.1 5/30/2007

10-Q 000-18548

4.2 8/9/2010

S-1
S-8

333-34568
333-127318

10.15 6/7/1990

4.1 8/9/2005

S-8

333-127318

4.2 8/9/2005

S-1

333-34568

10.17 4/27/1990

10-K 000-18548
10-Q 000-18548

10.16 6/17/2002

10.1 11/4/2005

000-18548

10-
Q/A
10-K 000-18548

10.1 8/12/2005

10.23 5/30/2007

10-K 000-18548

10.24 5/30/2007

10-K 000-18548

10.25 5/30/2007

8-K

000-18548

99.1 7/5/2007

8-K

000-18548

99.2 1/7/2008

10.13 * Amendment of Employment Agreement

8-K

000-18548

99.1 2/20/2008

10.14 *

dated February 14, 2008 between the
Company and Jon A. Olson
Summary of Fiscal 2012 Executive
Incentive Plan

8-K

000-18548

N/A 5/3/2011

10.15 * Restricted Stock Issuance Agreement

10-Q 000-18548

10.15 8/9/2011

10.16 *

Performance Based Restricted Stock
Issuance Agreement

10-Q 000-18548

10.16 8/9/2011

21.1

23.1

24.1

31.1

31.2

32.1

32.2

Subsidiaries of the Company

Consent of Independent Registered
Public Accounting Firm
Power of Attorney (included in the
signature page)
Certification of Chief Executive Officer
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Financial Officer
pursuant to Section 302 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Executive Officer
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002
Certification of Chief Financial Officer
pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002

101.INS ** XBRL Instance Document

101.SCH ** XBRL Taxonomy Extension Schema

Document

101.CAL ** XBRL Taxonomy Extension Calculation

Linkbase Document
101.LAB ** XBRL Taxonomy Extension Label
Linkbase Document

101.PRE ** XBRL Taxonomy Extension

Presentation Linkbase Document

Management contract or compensatory plan or arrangement required to be filed as an exhibit to the Company's Annual
Report on Form 10-K pursuant to Item 15(b) herein.

Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation
relating to the submission of interactive data files in such exhibits and are not subject to liability under any anti-fraud
provisions of the federal securities laws as long as we have made a good faith attempt to comply with the submission
requirements and promptly amend the interactive data files after becoming aware that the interactive data files fail to
comply with the submission requirements. Users of this data are advised that pursuant to Rule 406T, these interactive
data files are deemed not filed and otherwise are not subject to liability.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this
Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Jose, State of
California, on the 25th day of May 2012.

SIGNATURES

XILINX, INC.

By: /s/ Moshe N. Gavrielov

Moshe N. Gavrielov,

President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Moshe N.
Gavrielov and Jon A. Olson, jointly and severally, his/her attorneys-in-fact, each with the power of substitution, for him/her in any and
all capacities, to sign any amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of
said attorneys-in-fact, or his/her substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934 this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant in the capacities and on the dates indicated.

Signature

Title

/s/ Moshe N. Gavrielov

(Moshe N. Gavrielov)

/s/ Jon A. Olson

(Jon A. Olson)

/s/ Philip T. Gianos

(Philip T. Gianos)

/s/ John L. Doyle

(John L. Doyle)

/s/ Jerald G. Fishman

(Jerald G. Fishman)

President and Chief Executive Officer
(Principal Executive Officer) and Director

Senior Vice President, Finance and Chief Financial Officer
(Principal Accounting and Financial Officer)

Chairman of the Board of Directors

Director

/s/ William G. Howard, Jr.

Director

(William G. Howard, Jr.)

/s/ J. Michael Patterson

Director

(J. Michael Patterson)

/s/ Albert A. Pimentel

(Albert A. Pimentel)

Director

/s/ Marshall C. Turner

Director

(Marshall C. Turner)

/s/ Elizabeth W. Vanderslice

Director

(Elizabeth W. Vanderslice)

Date

May 25, 2012

This page intentionally left blank.

2012 Proxy

This page intentionally left blank.

Dear Xilinx Stockholder:

June 21, 2012

You are cordially invited to attend the 2012 Annual Meeting of Stockholders to be held on Wednesday, August 8, 2012 at 11:00 a.m.
Pacific Daylight Time, at the headquarters of Xilinx, Inc. (―Xilinx‖ or the ―Company‖) located at 2050 Logic Drive, San Jose,
California 95124. We look forward to your attendance either in person or by proxy. At this meeting, the agenda includes:

•

the annual election of directors;

a proposal to approve an amendment to the Company’s 1990 Employee Qualified Stock Purchase Plan to increase the
number of shares reserved for issuance thereunder by 2,000,000 shares;

a proposal to approve an amendment to the Company’s 2007 Equity Incentive Plan to increase the number of shares
reserved for issuance thereunder by 3,500,000 shares;
an advisory vote on executive compensation as described in the attached proxy statement; and
a proposal to ratify the appointment of the Company’s external auditors, Ernst & Young LLP.

The foregoing matters are more fully described in the attached proxy statement. The agenda will also include any other business that
may properly come before the meeting or any adjournment or postponement thereof. The Board of Directors recommends that you
vote FOR the election of each of the director nominees nominated by the Board of Directors, FOR the increase in the number of
shares available for issuance under the Company’s 1990 Employee Qualified Stock Purchase Plan, FOR the increase in the number of
shares available for issuance under the 2007 Equity Incentive Plan, FOR the approval of the compensation of our named executive
officers, and FOR the ratification of appointment of Ernst & Young LLP as external auditors of the Company for the fiscal year
ending March 30, 2013. Please refer to the proxy statement for detailed information on each of the proposals.

You may choose to vote your shares in one of the following ways: (1) via the Internet, by visiting the website shown on the Notice
Regarding Internet Availability of Proxy Materials (―Internet Notice‖) or proxy card and following the instructions; (2) telephonically
by calling the telephone number shown in the Internet Notice or proxy card; (3) by voting in person at the annual meeting; or (4) by
requesting, completing and mailing in a paper proxy card, as outlined in the Internet Notice.

The Xilinx 2012 Annual Meeting will be held solely to tabulate the votes cast and report the results of voting on the matters described
in the attached proxy statement and any other business that may properly come before the meeting. Certain senior executives of Xilinx
will be in attendance to answer questions following the Annual Meeting, however, no formal presentation concerning the business of
Xilinx will be made at the Annual Meeting.

Whether or not you plan to attend, please take a few minutes now to vote online or via telephone or, alternatively, request a paper
proxy card and mark, sign and date your proxy and return it by mail so that your shares will be represented.

Thank you for your continuing interest in Xilinx.

Very truly yours,

/s/ Moshe N. Gavrielov
Moshe N. Gavrielov
President and Chief Executive Officer

IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO VOTE
YOUR PROXY ONLINE OR BY TELEPHONE, OR, IN THE ALTERNATIVE, REQUEST, COMPLETE AND MAIL IN A
PAPER PROXY CARD.

This page intentionally left blank.

XILINX, INC.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

Wednesday, August 8, 2012

TO OUR STOCKHOLDERS:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Xilinx, Inc., a Delaware corporation (―Xilinx‖ or the
―Company‖), will be held on Wednesday, August 8, 2012 at 11:00 a.m., Pacific Daylight Time, at the Company’s headquarters
located at 2050 Logic Drive, San Jose, California 95124 for the following purposes:

To elect the following nine nominees for director to serve on the Board of Directors for the ensuing year or until their
successors are duly elected and qualified: Philip T. Gianos, Moshe N. Gavrielov, John L. Doyle, Jerald G. Fishman,
William G. Howard, Jr., J. Michael Patterson, Albert A. Pimentel, Marshall C. Turner and Elizabeth W. Vanderslice;

To approve an amendment to our 1990 Employee Qualified Stock Purchase Plan to increase the number of shares reserved
for issuance thereunder by 2,000,000 shares;

To approve an amendment to our 2007 Equity Incentive Plan to increase the number of shares reserved for issuance
thereunder by 3,500,000 shares;
To hold an advisory vote on executive compensation as described in the attached proxy statement;

To ratify the appointment of Ernst & Young LLP, an independent registered public accounting firm, as external auditors
of Xilinx, for the fiscal year ending March 30, 2013; and
To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the proxy statement accompanying this notice. Only stockholders of
record at the close of business on June 11, 2012 are entitled to notice of and to vote at the meeting.

All stockholders are cordially invited to attend the meeting in person. Certain senior executives of Xilinx will be in attendance to
answer questions following the Annual Meeting; however, there will be no formal presentation concerning the business of Xilinx.

In order to ensure your representation at the meeting, you are urged to vote as soon as possible.

You may vote your shares in one of the following ways: (1) via the Internet by visiting the website shown on the Notice Regarding
Internet Availability of Proxy Materials (―Internet Notice‖) or proxy card and following the instructions; (2) telephonically by calling
the telephone number shown on the Internet Notice or proxy card; (3) by voting in person at the annual meeting; or (4) by requesting,
completing and mailing in a paper proxy card, as outlined in the Internet Notice. If you have Internet access, we encourage you to
record your vote on the Internet.

FOR THE BOARD OF DIRECTORS

/s/ Scott R. Hover-Smoot
Scott R. Hover-Smoot
Secretary

San Jose, California
June 21, 2012

THIS PROXY STATEMENT AND THE ACCOMPANYING PROXY ARE BEING PROVIDED ON OR ABOUT JUNE 21,
2012 IN CONNECTION WITH THE SOLICITATION OF PROXIES ON BEHALF OF THE BOARD OF DIRECTORS OF
XILINX, INC. IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED
TO VOTE YOUR PROXY ONLINE OR BY TELEPHONE, OR, IN THE ALTERNATIVE, REQUEST, COMPLETE AND
MAIL IN A PAPER PROXY CARD.

This page intentionally left blank.

XILINX, INC.
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Q: Why am I receiving these materials?
A: This proxy statement, the enclosed proxy card and the Annual Report on Form 10-K for the fiscal year ended March 31, 2012
(the ―Form 10-K‖) are being provided to stockholders of Xilinx, Inc., a Delaware corporation (―Xilinx‖ or the ―Company‖), on
or about June 21, 2012 in connection with the solicitation by the Board of Directors (the ―Board‖) of proxies to be used at the
Annual Meeting of Stockholders of the Company (―Annual Meeting‖) to be held on Wednesday, August 8, 2012 at 11:00 a.m.,
Pacific Daylight Time, at the Company’s headquarters, located at 2050 Logic Drive, San Jose, California 95124 and any
adjournment or postponement thereof.

Q: How much did this proxy solicitation cost and who will pay for the cost?
A: The cost of preparing, assembling and delivery of the notice of Annual Meeting, proxy statement and form of proxy and the
solicitation of proxies will be paid by Xilinx. We have retained the services of Alliance Advisors LLC to assist in obtaining
proxies from brokers and nominees of stockholders for the Annual Meeting. The estimated cost of such services is
approximately $7,500 plus out-of-pocket expenses. Proxies may also be solicited in person, by telephone or electronically by
Xilinx personnel who will not receive any additional compensation for such solicitation. We will pay brokers or other persons
holding stock in their names or the names of their nominees for the expenses of forwarding soliciting material to their principals.

Q: Why did I receive a one-page notice in the mail regarding Internet availability of proxy materials instead of a full set of

proxy materials?
In accordance with the rules of the Securities and Exchange Commission (the ―SEC‖), instead of mailing a printed copy of our
proxy materials to stockholders, we mailed a Notice Regarding Internet Availability of Proxy Materials (―Internet Notice‖) to
most of our stockholders to instruct you on how to access and review our proxy materials on the Internet. We believe that it is in
the best interests of our stockholders to take advantage of these rules and reduce the expenses associated with printing and
mailing proxy materials to all of our stockholders. In addition, as a corporate citizen, we want to reduce the use of natural
resources and the environmental impact of printing and mailing the proxy materials. As a result, you will not receive paper
copies of the proxy materials unless you specifically request them.

The Internet Notice provides instructions on how you can: (1) access the proxy materials on the Internet, (2) access your proxy
and (3) vote on the Internet. If you would like to receive paper copies of the proxy materials, please follow the instructions on
the Internet Notice. If you share an address with another stockholder and received only one Internet Notice, you may write or
call us to request a separate copy of the proxy materials at no cost to you. We anticipate that the Internet Notice will be mailed
on or about June 21, 2012 to all stockholders entitled to vote at the meeting.

Q: Who is entitled to vote?
A: Only stockholders of record at the close of business (5:00 p.m., Eastern Daylight Time) on June 11, 2012 (the ―Record Date‖)
are entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. For information
regarding holders of more than 5% of the outstanding Common Stock, see ―Security Ownership of Certain Beneficial Owners
and Management.‖

Q: What shares may be voted and how may I cast my vote for each proposal?
A: Each stockholder is entitled to one vote for each share of Xilinx common stock (―Common Stock‖) held by such stockholder as
of the Record Date (as defined above) with respect to all matters presented at the Annual Meeting. Stockholders do not have the
right to cumulate their votes in the election of directors.

Q: How many shares are outstanding?
A: As of the close of business on May 11, 2012, there were 263,904,412 shares of Common Stock outstanding. The closing price of
the Company’s Common Stock on May 11, 2012, as reported by the NASDAQ Global Select Market (―NASDAQ‖), was $33.24
per share.

Q: How will my shares be voted and what happens if I do not give specific voting instructions?
A:

Shares of Common Stock for which proxy cards are properly voted via the Internet or by telephone or are properly executed and
returned, will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be
voted ―FOR‖ the election of each of the nominees to the Board named herein, ―FOR‖ the approval of the amendment to the
Company’s 1990 Employee Qualified Stock Purchase Plan, ―FOR‖ the approval of the amendment to the Company’s 2007
Equity Incentive Plan, ―FOR‖ the approval of the compensation of our named executive officers, and ―FOR‖ the ratification of
the appointment of Ernst & Young LLP, an independent registered public accounting firm, as the Company’s external auditors
for fiscal 2013. It is not expected that any other matters will be brought before the Annual Meeting. If, however, other matters
are properly presented, the persons named as proxies in the accompanying proxy card will vote in accordance with their
discretion with respect to such matters.

Q: What is the difference between a registered stockholder and a beneficial stockholder?
A: Registered Stockholder or Stockholder of Record: Shares Registered in Your Name

If on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, then you are a
registered stockholder or a stockholder of record. As a stockholder of record, you may vote in person at the Annual Meeting or
vote by proxy. Shares held in a brokerage or bank account are not generally registered directly in your name.

Beneficial Stockholder: Shares Registered in the Name of a Broker or Bank
If on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer, or other similar organization, then
you are the beneficial stockholder of shares held in ―street name‖ and these proxy materials are being forwarded to you by that
organization. The organization holding your account is considered the stockholder of record for purposes of voting at the
Annual Meeting. As a beneficial stockholder, you have the right to direct your broker or other agent on how to vote the shares in
your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may
not vote your shares in person at the Annual Meeting unless you request and obtain a valid proxy from your broker or other
agent.

Q: How do I cast my vote?
A: Whether you hold your shares directly as the stockholder of record or beneficially in "street name", you may vote your shares by
proxy without attending the Annual Meeting. Depending on how you hold your shares, you may vote your shares in one of the
following ways:

Stockholders of Record: If you are a stockholder of record, there are several ways for you to vote your shares.

• By telephone or over the Internet. You may vote your shares by telephone or via the Internet by following the
instructions provided in the Internet Notice. If you vote by telephone or via the Internet, you do not need to return a
proxy card by mail. If you have Internet access, we encourage you to record your vote on the Internet. It is convenient,
reduces the use of natural resources and saves significant postage and processing costs. In addition, when you vote via
the Internet or by phone prior to the meeting date, your vote is recorded immediately and there is no risk that postal
delays will cause your vote to arrive late and therefore not be counted.

•

• By Mail. If you received printed proxy materials, you may submit your vote by completing, signing and dating each
proxy card received and returning it in the prepaid envelope. Sign your name exactly as it appears on the proxy card.
In person at the Annual Meeting. You may vote your shares in person at the Annual Meeting. Even if you plan to
attend the Annual Meeting in person, we recommend that you also submit your proxy card or voting instructions or vote
by telephone or via the Internet by the applicable deadline so that your vote will be counted if you later decide not to
attend the meeting.

Beneficial Stockholders: If you are a beneficial owner of your shares, you should have received an Internet Notice from the
broker or other nominee holding your shares. You should follow the instructions in the Internet Notice or voting instructions
provided by your broker or nominee in order to instruct your broker or other nominee on how to vote your shares. The
availability of telephone and Internet voting will depend on the voting process of the broker or nominee. Shares held beneficially
may be voted in person at the Annual Meeting only if you contact the broker or nominee giving you the right to vote the shares
and obtain a legal proxy from such broker or nominee.

Q: How many copies of the proxy materials will you deliver to stockholders sharing the same address?
A:

In an effort to conserve natural resources and reduce printing costs and postage fees, the Company has adopted a practice
approved by the SEC called ―householding.‖ Under this practice, stockholders who have the same address and last name and do
not participate in electronic delivery of proxy materials will receive only one copy of the Internet Notice unless one or more of
these stockholders notifies the Company that they wish to continue receiving individual copies.
If you share an address with another stockholder and received only one Internet Notice and would like to request a copy of the
proxy materials, please send your request to: Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, Attn: Investor Relations; call
Investor Relations at (408) 879-6911; or visit the Company’s website at www.investor.xilinx.com. Xilinx will deliver a separate
copy of these materials promptly upon receipt of your written or verbal request. Similarly, you may also contact the Company if
you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

Q: What is the quorum requirement for the Annual Meeting?
A: A quorum of stockholders is necessary to hold a valid meeting. The required quorum for the transaction of business at the
Annual Meeting is a majority of the outstanding shares of Common Stock as of the Record Date. Shares of Common Stock
entitled to vote and represented at the Annual Meeting by proxy or in person will be tabulated by the inspector of elections
appointed for the Annual Meeting and counted towards the quorum. Abstentions and broker non-votes will also be counted
towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting may adjourn the meeting
to another date.

Q: Who will count my votes?
A: Votes will be counted by the inspector of elections appointed for the meeting, who will separately count ―FOR‖ and
―AGAINST‖ votes and abstentions with respect to the election of directors and, with respect to any proposals other than the
election of directors, ―FOR‖ and ―AGAINST‖ votes, abstentions and broker non-votes.

Q: What is the effect of a “broker non-vote”?
A: A ―broker non-vote‖ occurs when a nominee holding shares for a beneficial owner does not vote on a particular proposal
because the nominee does not have discretionary voting power with respect to that proposal and has not received instructions
with respect to that proposal from the beneficial owner, despite voting on at least one other proposal for which it does have
discretionary authority or for which it has received instructions. Abstentions will have no effect on the outcome of the election
of directors but will be counted as ―AGAINST‖ votes with respect to any proposals other than the election of directors. Broker
non-votes have no effect and will not be counted towards the vote total for any proposal.

Q: Which ballot measures are considered “routine” or “non-routine”?
A: Brokers who do not receive voting instructions from their clients have the discretion to vote uninstructed shares on ―routine‖
matters but have no discretion to vote them on ―non-routine matters.‖ Proposal One (election of directors), Proposal Two
(amendment to the 1990 Employee Qualified Stock Purchase Plan), Proposal Three (amendment to the 2007 Equity Incentive
Plan), and Proposal Four (advisory vote on executive compensation) are ―non-routine‖ matters. If you hold your shares in street
name and you do not instruct your bank or broker how to vote on ―non-routine‖ matters such as Proposals One, Two, Three, and
Four, no votes will be cast on your behalf. Therefore, if you hold your shares in street name, it is critical that you cast your vote
if you want it to count for ―non-routine‖ matters. Proposal Five (ratification of external auditors) is a ―routine‖ matter. Broker or
other nominee may generally vote on ―routine‖ matters, and therefore no broker non-votes are expected to exist in connection
with Proposal Five.

Q: How are abstentions treated?
A: Abstentions are counted for purposes of determining whether a quorum is present. For the purpose of determining whether the
stockholders have approved a matter, abstentions are treated as represented and entitled to vote and, therefore, have the same
effect on the outcome of a matter being voted on at the Annual Meeting as a vote ―Against‖ or ―Withheld‖ except in elections of
directors where abstentions have no effect on the outcome.

Q: How many votes are needed to approve each proposal?
A: The following table sets forth the voting requirement with respect to each of the proposals.

PROPOSAL
Proposal One – Election of nine (9) directors

Proposal Two – Amendment to the 1990
Employee Qualified Stock Purchase Plan to
increase the number of shares reserved for
issuance thereunder by 2,000,000 shares

Proposal Three – Amendment to the 2007
Equity Incentive Plan to increase the number
of shares to be reserved for issuance
thereunder by 3,500,000 shares

Proposal Four – Annual advisory vote to
approve the compensation of our Named
Executive Officers

Proposal Five – The ratification of Ernst &
Young LLP as our independent registered
public accounting firm

VOTE REQUIRED
Majority of shares entitled to vote and present in person or
represented by proxy, except that, in contested elections,
Directors will be elected by the plurality standard whereby
those Directors with the highest number of votes cast are elected

Majority of shares entitled to vote and present in person or
represented by proxy

Majority of shares entitled to vote and present in person or

represented by proxy

BROKER
DISCRETIONARY
VOTE ALLOWED
No

Yes

In the absence of instructions, shares of Common Stock represented by valid proxies shall be voted in accordance with the
recommendations of the Board as shown on the proxy.

Q: What is the advisory vote to approve the compensation of our Named Executive Officers?
A: At our 2011 Annual Meeting, a majority of our stockholders approved an annual advisory vote (also known as ―say-on-pay‖) to
be held at each annual meeting of stockholders. Therefore, we have included Proposal Four in this proxy statement to allow our
stockholders to provide us a non-binding advisory vote on the compensation of our named executive officers as disclosed in this
proxy statement. Your vote on this item will provide our Company insight into our stockholders’ view on our compensation
practices pertaining to our named executive officers.

Q: How can I change my vote or revoke my proxy?
A: A stockholder giving a proxy may revoke it at any time before it is voted by delivering to the Secretary of the Company, at 2100
Logic Drive, San Jose, California 95124, a written notice of revocation or a duly executed proxy bearing a later date, or by
appearing at the Annual Meeting and voting in person. Attendance at the Annual Meeting will not, by itself, be sufficient to
revoke a proxy. Any stockholder owning Common Stock in street name wishing to revoke his or her voting instructions must
contact the bank, brokerage firm or other custodian who holds his or her shares and obtain a legal proxy from such bank or
brokerage firm to vote such shares in person at the Annual Meeting.

Q: How and when may I submit proposals for consideration at next year’s Annual Meeting of stockholders?

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the ―Exchange Act‖), to be eligible for
inclusion in the Company’s proxy statement for the Company’s 2013 Annual Meeting of Stockholders, stockholder proposals
must be received by the Secretary of the Company at our principal executive offices at 2100 Logic Drive, San Jose, California,
95124 no later than February 22, 2013. In order for stockholder proposals made outside of Rule 14a-8 under the Exchange Act
to be considered timely within the meaning of Rule 14a-4(c) under the Exchange Act, such proposals must be received by the
Secretary of the Company at our principal executive offices no later than May 7, 2013. In addition, the Company’s Prior Notice
For Inclusion on Agenda Bylaw provision requires that stockholder proposals made outside of Rule 14a-8 under the Exchange
Act must be submitted in accordance with the requirements of the Company’s Bylaws, not later than April 13, 2013 and not
earlier than March 13, 2013; provided however, that if the Company’s 2013 Annual Meeting of Stockholders is called for a date
that is not within 25 days before or after the anniversary of the Annual Meeting, then to be considered timely, stockholder
proposals must be received by the Secretary of the Company at our principal executive offices not later than the close of
business on the tenth day following the day on which notice of the Company’s 2013 Annual Meeting of Stockholders was
mailed or publicly disclosed, whichever occurs first. The full text of the Company’s Prior Notice for Inclusion on Agenda
Bylaw provision described above may be obtained by writing to the Secretary of the Company.

PROPOSAL ONE
ELECTION OF DIRECTORS

Nominees
The Board of Directors has nominated the nine individuals named below, each of whom is currently serving as a director (―Director‖)
of the Company, to be elected as a Director at the Annual Meeting. The term of office of each person elected as a Director will
continue until the next annual meeting of stockholders or until his or her successor has been elected and qualified. Unless otherwise
instructed, the proxy holders will vote the proxies received by them for each of the Company’s nine nominees named below. In the
event that any nominee of the Company is unable or declines to serve as a Director at the time of the Annual Meeting, the proxies will
be voted for any nominee who shall be designated by the Board to fill the vacancy. The Company is not aware of any nominee who
will be unable to serve as a Director.

Name of Nominee
Philip T. Gianos
Moshe N. Gavrielov
John L. Doyle
Jerald G. Fishman
William G. Howard, Jr.
J. Michael Patterson
Albert A. Pimentel
Marshall C. Turner
Elizabeth W. Vanderslice

Age
62
57
80
66
70
66
57
70
48

Director
Since
1985
2008
1994
2000
1996
2005
2010
2007
2000

The Company’s Board of Directors seeks to have members with a variety of backgrounds and experiences. Set forth below is a brief
description of the experience, qualifications, attributes or skills of each of our Director nominees that led the Board to conclude that
the Director should serve on the Board.

Mr. Gianos joined the Company’s Board in December 1985. Mr. Gianos has served as Chairman of the Board since February 2009.
Mr. Gianos has been an investor with InterWest Partners, a venture capital firm focused on information technology and life sciences,
since 1982 and a General Partner since 1984. Prior to joining InterWest Partners, Mr. Gianos was with IBM Corporation, an
information technology company, for eight years, six of which were in engineering management.

Mr. Gianos brings to the Board over 29 years of experience as an investor in multiple areas of information technology, including
semiconductors, at a venture capital firm, as well as six years of experience in engineering management. Such experience has proved
valuable to the Board in considering and evaluating strategic investments for the Company, as well as in overseeing the operational
and R&D aspects of the Company’s business.

Mr. Gavrielov joined the Company in January 2008 as President and CEO and was appointed to the Company’s Board in February
2008. Prior to joining the Company, Mr. Gavrielov served at Cadence Design Systems, Inc., an electronic design automation
company, as Executive Vice President and General Manager of the Verification Division from April 2005 through November 2007.
Mr. Gavrielov served as CEO of Verisity Ltd., an electronic design automation company, from March 1998 to April 2005 prior to its
acquisition by Cadence Design Systems, Inc. Prior to joining Verisity, Mr. Gavrielov spent nearly 10 years at LSI Corporation
(formerly LSI Logic Corporation), a semiconductor manufacturer, in a variety of executive management positions, including
Executive Vice President of the Products Group, Senior Vice President and General Manager of International Marketing and Sales and
Senior Vice President and General Manager of LSI Logic Europe plc. Prior to joining LSI Corporation, Mr. Gavrielov held various
engineering and engineering management positions at Digital Equipment Corporation and National Semiconductor Corporation.

With extensive experience in executive management and engineering with semiconductor and software companies, Mr. Gavrielov
understands the Company and its competitors, customers, operations and key business drivers. From this experience, Mr. Gavrielov
has developed a broad array of skills, particularly in the areas of building and developing semiconductor and software businesses, and
providing leadership and a clear vision to the Company’s employees. As the CEO of the Company, Mr. Gavrielov also brings his
strategic vision for the Company to the Board and creates a critical link between the management and the Board, enabling the Board to
perform its oversight function with the benefit of management’s perspective on the business.

Mr. Doyle joined the Company’s Board in December 1994. Mr. Doyle held numerous technical and managerial positions at Hewlett-
Packard Company from 1957 to 1991. Mr. Doyle is an independent consultant.

Mr. Doyle has developed a wide breadth of experience since 1991 as an independent technical and business strategy consultant. Prior
to that, Mr. Doyle spent nearly 35 years at Hewlett-Packard Company including time as VP of Personnel, VP of Research and
Development, Director of HP Labs and Executive VP of the Computer Systems, Networks and Peripherals businesses which included
their integrated circuits operations. Mr. Doyle’s executive experience at Hewlett Packard brings deep leadership and operational
experience to our Board. In addition, Mr. Doyle has extensive knowledge of the Company’s business, in particular, gained from his
5

service as a Director of the Company since 1994. Mr. Doyle has also served on the boards of directors of multiple public and private
technology companies which provide him with insights into how boards of other companies have addressed issues similar to those
faced by the Company.

Mr. Fishman joined the Company’s Board in March 2000. Mr. Fishman has been President and CEO of Analog Devices, Inc., since
November 1996. Mr. Fishman also serves as a director of Analog Devices, Inc. and Cognex Corporation, a supplier of machine vision
sensors and systems. Please refer to ―Other Matters‖ at the end of this proxy statement for additional information regarding an SEC
order concerning Analog Devices, Inc. and Mr. Fishman.

Mr. Fishman has over 30 years of experience in executive management of a publicly-traded semiconductor manufacturer, including
the past 14 years as its CEO. As a result of his experience as a CEO at a semiconductor company, Mr. Fishman is able to provide
important perspectives on issues facing semiconductor companies and the semiconductor industry generally. Mr. Fishman also serves
as a director on two other publicly-traded companies. Through Mr. Fishman’s experience on other public company boards, he has a
strong understanding of corporate governance best practices.

Dr. Howard joined the Company’s Board in September 1996. Dr. Howard has worked as an independent consultant for various
semiconductor and microelectronics companies since December 1990. From October 1987 to December 1990, Dr. Howard was a
senior fellow at the National Academy of Engineering conducting studies of technology management. Dr. Howard held various
management positions at Motorola, Inc., a wireless and broadband communications company, between 1969 and 1987 including
Senior Vice President and Director of Research and Development. Dr. Howard also serves as Chairman of the Board of Ramtron
International Corporation, a manufacturer of memory products.

Dr. Howard’s nearly 20 years of experience as an independent consultant for various semiconductor and microelectronics companies,
including SEMATECH, the Semiconductor Industry Association and Dow Corning, provides the Board with valuable insights into the
industry in which the Company competes. Dr. Howard’s 18 years of experience in various management positions at a leading wireless
and broadband communications company, including as its Senior Vice President and Director of Research and Development, has also
proved to be valuable as the Company evaluates its own development efforts. Through Dr. Howard’s involvement with several
scientific and engineering organizations, including as a member of the National Academy of Engineering and a fellow of the Institute
of Electrical Engineers and of the American Association for the Advancement of Science, he has also gained valuable knowledge of
the most recent developments in engineering. Dr. Howard has also gained a broad range of skills from his service on multiple boards
of directors of public and private technology companies.

Mr. Patterson joined the Company’s Board in October 2005. Mr. Patterson was employed by PricewaterhouseCoopers (―PWC‖), a
public accounting firm, from 1970 until retirement in 2001. The positions he held during his 31-year career at PWC include chair of
the national high tech practice, chair of the semiconductor tax practice, department chair for PWC’s Silicon Valley tax practice and
managing partner of PWC’s Silicon Valley office. Mr. Patterson serves on a few boards of private companies and advises charitable
organizations.

Mr. Patterson’s qualifications to sit on our Board of Directors include his extensive experience with public and financial accounting
matters for complex global organizations. Mr. Patterson’s extensive financial background, including specifically advising companies
in the semiconductor industry, has enabled him to play a meaningful role in the oversight of our financial reporting and accounting
practices and executive compensation practices.

Mr. Pimentel joined the Company’s Board in August 2010. In April 2011, Mr. Pimentel was appointed Executive Vice President,
Chief Sales and Marketing Officer for Seagate Technology LLC, a manufacturer of hard drives and storage solutions. From May 2008
until August 2010, Mr. Pimentel served as CFO and COO of McAfee, Inc., a security technology company. Prior to that, Mr. Pimentel
served as CFO of Glu Mobile, Inc., a publisher of mobile games, since 2004. Prior to joining Glu Mobile, Mr. Pimentel served as
Executive Vice President and CFO of Zone Labs, Inc., an end-point security software company, from 2003 until it was acquired in
2004 by Checkpoint Software, Inc. From 2001 to 2003, he served as a partner of Redpoint Ventures. Prior to joining Redpoint, he
served as CFO for WebTV Networks, Inc., a provider of set-top Internet access devices and services acquired by Microsoft
Corporation, and LSI Logic Corporation, a semiconductor and storage systems developer. Mr. Pimentel also serves on the board of
directors of Imperva, Inc., a security software company as well as the boards of several private companies.

Mr. Pimentel’s strong financial background, including his work as the CFO at three different publicly-traded companies, provides
financial expertise to the Board, including an understanding of financial statements, corporate finance and accounting. As an executive
of a publicly-traded company, Mr. Pimentel also brings deep leadership and operational experience to our Board.

Mr. Turner joined the Company’s Board in March 2007. Mr. Turner served as interim CEO of MEMC Electronic Materials, a
manufacturer of silicon wafers for semiconductor and solar power applications, from November 2008 until March 2009, and has been
a member of their company’s board of directors since 2007. Mr. Turner served as Chairman and CEO of Dupont Photomasks, Inc., a
manufacturer of photomasks for semiconductor chip fabricators, from June 2003 until its sale in April 2005, and then as President and
CEO of the company, renamed Toppan Photomasks, Inc., through May 2006. Mr. Turner is also a member of the board of directors of
the AllianceBernstein Funds, a group of 33 mutual fund entities.

Mr. Turner has been involved in the semiconductor and software industries for 38 years in a variety of roles including as the CEO of
two global public companies in the semiconductor industry and chairman of two software companies as well as a venture capital
6

investor. From these experiences, Mr. Turner has developed a broad range of skills that contribute to the Board’s oversight of the
operational, financial and risk management aspects of our business. Mr. Turner has also served on 24 corporate boards of directors and
chaired four of them, giving him meaningful perspective regarding the processes and considerations that our Board may bring to bear
on a variety of issues.

Ms. Vanderslice joined the Company’s Board in December 2000. Ms. Vanderslice served as a General Manager of Terra Lycos, Inc.,
an Internet access and interactive content provider, from July 1999 until July 2001. Prior to joining Terra Lycos, Ms. Vanderslice was
a Vice President of Wired Digital, Inc., an online services company, beginning in 1995 and served as its President and CEO from 1996
through June 1999 when she led its acquisition by Terra Lycos. Prior to joining Wired Digital, Ms. Vanderslice served as a principal
in the investment banking firm Sterling Payot Company and in 1994 became a Vice President at H. W. Jesse & Co., a San Francisco
investment banking and business strategy-consulting firm spun off from Sterling Payot. Ms. Vanderslice holds an MBA from Harvard
Business School. Ms. Vanderslice is also on the Board of Trustees of Boston College.

Ms. Vanderslice brings a broad range of skills to the Board from her experience as a general manager of an internet access and
interactive content provider, CEO of an online services company and as an investment banker at two investment banking firms. In
particular, in addition to her computer science and systems engineer background, Ms. Vanderslice contributes to the Board’s
understanding of the Company’s sales and marketing efforts and engineering management, and her experience in mergers and
acquisitions is valuable to the Board in evaluating strategic transactions.
There are no family relationships among the executive officers of the Company or the Board.

Required Vote
Each nominee receiving more votes ―FOR‖ than ―AGAINST‖ shall be elected as a Director. If you do not wish your shares to be
voted with respect to a nominee, you may ―Abstain,‖ in which case your shares will have no effect on the election of that nominee.

THE BOARD RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES.

BOARD MATTERS

Board Meetings and Committee Composition
The Company’s Board held a total of ten (10) meetings during the fiscal year ended March 31, 2012. All Directors are expected to
attend each meeting of the Board and the Committees on which he or she serves, and are also expected to attend the Annual Meeting.
All Directors attended the 2011 annual meeting of stockholders. Each Director attended well over 75% of the aggregate of all
meetings of the Board or its Committees on which such Director served during the fiscal year. The Board holds four (4) pre-scheduled
meetings per fiscal year.

The following table reflects the current composition of the Company’s standing Audit Committee, Compensation Committee,
Nominating and Governance Committee, and Committee of Independent Directors.

Non-Employee Directors:
Philip T. Gianos (Chairman)
John L. Doyle
Jerald G. Fishman
William G. Howard, Jr.
J. Michael Patterson
Albert A. Pimentel
Marshall C. Turner
Elizabeth W. Vanderslice
Employee Director:
Moshe N. Gavrielov

Audit
Committee

Compensation
Committee

Nominating and
Governance
Committee

Committee of
Independent
Directors

Chair

X
X
X

Chair

X
X

Chair

X
X
X
X
X
X
X
X

Committees
The Board has a standing Audit Committee, Compensation Committee, Nominating and Governance Committee and Committee of
Independent Directors (the ―Committees‖). The Board has determined that each Director currently serving on these Committees and
who served on the Committees in fiscal 2012 is ―independent‖ in accordance with the NASDAQ Marketplace Rules and Rule 10A-3
of the Exchange Act. The Board and its Committees have authority to engage independent advisors and consultants and have used
such services. Each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee, is subject
to charters approved by the Board, which are posted on the investor relations page of the Company’s website at
www.investor.xilinx.com under ―Corporate Governance.‖

Audit Committee

The members of the Audit Committee during fiscal 2012 were John L. Doyle, J. Michael Patterson, Marshall C. Turner and Albert A.
Pimentel. During fiscal 2012, the Audit Committee held six (6) meetings. The Audit Committee assists the Board in fulfilling its
oversight responsibilities to the stockholders relating to the Company’s financial statements and the financial reporting process, the
systems of internal accounting and financial controls, and the audit process. The Board has determined that each Audit Committee
member meets the independence and financial knowledge requirements under the SEC rules and the corporate governance listing
standards of NASDAQ. The Audit Committee operates in accordance with a written charter adopted by the Board, which complies
with NASDAQ and SEC listing standards.

The Board has further determined that each member of the Audit Committee qualifies as an ―audit committee financial expert‖ as
defined by SEC rules. Stockholders should understand that this designation is a disclosure requirement of the SEC related to the Audit
Committee members’ individual experience and understanding with respect to certain accounting and auditing matters. The
designation does not impose upon any of the Audit Committee members any duties, obligations or liabilities that are greater than those
generally imposed on each of them as members of the Board nor does it alter the duties, obligations or liability of any other member of
the Board.

Compensation Committee

The Compensation Committee, which consists of J. Michael Patterson, Philip T. Gianos and Elizabeth W. Vanderslice, met twelve
(12) times during fiscal 2012. The Compensation Committee has responsibility for establishing the compensation policies of the
Company. The Compensation Committee determines the compensation of the Company’s Board and executive officers and has
exclusive authority to grant options to such executive officers under the 2007 Equity Plan. The Compensation Committee, together
with the Board, evaluates the CEO’s performance and the Compensation Committee determines CEO compensation, including base
salary, incentive pay and equity. The CEO is not present during the Committee’s or Board’s deliberations or Compensation
Committee voting on CEO compensation, but may be present during voting and deliberations related to compensation of other
executive officers. For further information about the processes and procedures for the consideration and determination of executive

compensation, please refer to the section of this proxy statement entitled ―EXECUTIVE COMPENSATION—Compensation
Discussion and Analysis.‖

The Board has further determined that each member of the Compensation Committee is an ―outside director‖ as that term is defined in
Section 162(m) of the Internal Revenue Code of 1986, as amended (the ―Tax Code‖) and a ―Disinterested Person‖ and a ―Non-
Employee Director‖ as those terms are used by the SEC.

Nominating and Governance Committee

The Nominating and Governance Committee, which consists of Elizabeth W. Vanderslice, Jerald G. Fishman and William G. Howard,
Jr., met five (5) times during fiscal 2012. The Nominating and Governance Committee has responsibility for identifying, evaluating
and recommending to the Board individuals to serve as members of the Board, and to establish policies affecting corporate
governance. The Nominating and Governance Committee, among other things, makes suggestions regarding the size and composition
of the Company’s Board, ensures that the Board reviews the Company’s management organization, including the management
succession plans, and the adequacy of the Company’s strategic planning process and recommends nominees for election as Directors.
For further information about the director nomination criteria and process, please refer to the section of this proxy statement entitled
―BOARD MATTERS—Nomination Criteria and Board Diversity.‖

Committee of Independent Directors

All independent Directors are members of the Committee of Independent Directors. This Committee met six (6) times during fiscal
2012. The Committee’s principal focus is succession planning but it also addresses other topics as deemed necessary and appropriate.
The Committee of Independent Directors typically meets outside the presence of management.

Nomination Criteria and Board Diversity
The Board believes in bringing a diversity of cultural backgrounds and viewpoints to the Board and desires that its Directors and
nominees possess critical skills and experience in the areas of semiconductor design and marketing, manufacturing, software and
finance. These factors, and any other qualifications considered useful by the Board, are reviewed in the context of an assessment of the
perceived needs of the Board at a particular point in time. As a result, the priorities and emphasis of the Nominating and Governance
Committee may change from time to time to take into account changes in business and other trends, and the portfolio of skills and
experience of current and prospective Board members. Therefore, while focused on the achievement and the ability of potential
candidates to make a positive contribution with respect to such factors, the Nominating and Governance Committee has not
established any specific minimum criteria or qualifications that a director or nominee must possess. The Board remains apprised of
qualified individuals who may be considered as Board candidates in the future.

As necessary and as part of its annual evaluation of current Board members, the Nominating and Governance Committee considers the
skills, experience and viewpoints previously mentioned as desirable director qualifications, independence, any job changes, the
amount of time each Director spends on Xilinx matters and to what extent, if any, other commitments the Directors may have outside
of Xilinx impact the Director’s service to Xilinx. In connection with its evaluation of Board composition, the Nominating and
Governance Committee also considers rotating Directors’ positions on the Board Committees.

Consideration of new Board nominee candidates typically involves a series of internal discussions, review of information concerning
candidates and interviews with selected candidates. In fiscal 2012, the Company did not employ a search firm or pay fees to other
third parties in connection with seeking or evaluating Board nominee candidates. The Nominating and Governance Committee will
consider candidates proposed by stockholders using the same process it uses for a candidate recommended by a member of the Board,
an employee, or a search firm, should one be engaged. A stockholder seeking to recommend a prospective nominee for the
Nominating and Governance Committee’s consideration should submit the candidate’s name and qualifications by mail addressed to
the Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, by email to corporate.secretary@xilinx.com, or b y fax
to the Corporate Secretary at (408) 377-6137.

Director Independence
The NASDAQ listing standards require that a majority of the members of a listed company’s board of directors must qualify as
―independent‖ as affirmatively determined by its board of directors. Our Board annually reviews information relating to the members
of our Board to ensure that a majority of our Board is independent under the NASDAQ Marketplace Rules and the rules of the SEC.
After review of all relevant transactions and relationships between each Director nominee, his or her family members and entities
affiliated with each Director nominee and Xilinx, our senior management and our independent registered public accounting firm, our
Board has determined that eight of our nine nominees for Director are independent directors as defined in the NASDAQ Marketplace
Rules and in Rule 10A-3 of the Exchange Act. Mr. Gavrielov, our President and CEO, is not an independent director within the
meaning of the NASDAQ Marketplace Rules or the rules of the SEC because he is a current employee of Xilinx.

In making a determination of the independence of the nominees for Director, the Board reviewed relationships and transactions
occurring since the beginning of fiscal 2010 between each Director nominee, his or her family members and entities affiliated with

each Director nominee and Xilinx, our senior management and our independent registered public accounting firm. In making its
determination, the Board applied the standards for independence set forth by NASDAQ and the SEC. In each case, the Board
determined that, because of the nature of the relationship or the amount involved in the transaction, the relationship did not impair the
Director nominee’s independence. The transactions listed below were considered by the Board in its independence determinations.

Mr. Fishman is employed as an executive officer and is a director of a company with which Xilinx does business. Mr. Pimentel is
employed as an executive officer of a company with which Xilinx does business. Xilinx transactions with these companies occur in
the normal course of business and the amount that Xilinx paid in each fiscal year to each company for goods and services represented
less than 1% of such company’s annual revenue, and the amount received by Xilinx in each fiscal year for goods and services from
each such company represented less than 1% of Xilinx’s annual revenue. Neither Mr. Fishman nor Mr. Pimentel had any direct or
indirect material interest in these transactions that requires disclosure under Regulation S-K, Item 404(a).

Each of Messrs. Doyle, Fishman, Gianos, Pimentel and Turner and Dr. Howard is, or was during the previous three fiscal years, a non-
management director of one or more other companies that has done business with Xilinx. All of the transactions with these
organizations occurred in the normal course of business in the purchase or supply of goods or services. In addition, Mr. Gianos serves
as a non-management director of a private company in which Xilinx has made certain investments. Such investments were made by
Xilinx in the ordinary course of its business pursuant to Xilinx investment policies. None of Messrs. Doyle, Fishman, Gianos,
Pimentel, Turner or Dr. Howard has a direct or indirect material interest in these transactions that requires disclosure under Regulation
S-K, Item 404(a).

Board’s Role in Risk Oversight
Our Board of Directors has overall responsibility for risk oversight at the Company and may delegate particular risk areas to the
appropriate Committees of the Board. The Board’s role in risk oversight builds upon management’s risk management process. The
Company conducts a formal annual risk assessment as well as coordinates on-going risk management activities throughout the year to
identify, analyze, respond to, monitor and report on risks. Risks reviewed by the Company include operational risks, financial risks,
legal and compliance risks, IT risks and strategic risks. The management team then reviews with the Board any significant risks
identified during the process, together with plans to mitigate such risks. In response, the Board, or the relevant Committee, may
request that management conduct additional review of or reporting on select enterprise risks. The process and risks are reviewed at
least annually with the Board and additional review or reporting of significant enterprise risks will be conducted as needed or as
requested by the Board or any of its Committees.

CORPORATE GOVERNANCE PRINCIPLES

The Company and the Board, through its Nominating and Governance Committee, regularly review and evaluate the Company’s
corporate governance principles and practices. The Significant Corporate Governance Principles, the charters for each of the Board’s
Committees, and each of the Company’s Code of Conduct and the Directors’ Code of Ethics are posted on the investor relations page
of the Company’s website at www.investor.xilinx.com. Printed copies of these documents are also available to stockholders upon
written request addressed to the Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124 or by email at
corporate.secretary@xilinx.com.

Board Leadership Structure and Independence
The Board believes there should be a substantial majority of independent Directors on the Board. The Board also believes that it is
useful and appropriate to have members of management as Directors, including the CEO. Independent Directors are given an
opportunity to meet outside the presence of members of management, and hold such meetings regularly.

It is the written policy of the Board that if the Chairman is not ―independent‖ in accordance with NASDAQ Marketplace Rules and the
Exchange Act, the Board will designate an independent Director to serve as Lead Independent Director. We believe that having an
independent Chairman or a Lead Independent Director, either of whom is responsible for coordinating the activities of the independent
Directors, as well as other duties, including chairing the meetings of the Committee of Independent Directors, allows the Company’s
CEO to better focus on the day-to-day management and leadership of the Company, while better enabling the Board to advise and
oversee the performance of the CEO. The Board’s Nominating and Governance Committee reviews the position of Lead Independent
Director and identifies the Director who serves as Lead Independent Director in the absence of an independent Chairman. For fiscal
2012, Philip T. Gianos, an independent director, served as Chairman of the Board, so there was no Lead Independent Director.

Majority Vote Standard
All Directors are elected annually at the annual stockholder meeting. In response to a successful stockholder proposal for election of
directors by majority vote standard, on May 3, 2006, the Board amended the Company’s Bylaws to provide for the election of
Directors in an uncontested election by the majority of votes cast regarding each nominee. In contested elections, Directors will be
elected by the plurality standard whereby those Directors with the highest number of votes cast are elected. Any existing Director that
receives more ―AGAINST‖ votes than ―FOR‖ votes will tender his or her resignation to the Board. The Board will announce its
decision with regard to the resignation within 120 days following the certification of election results.

Board Evaluation
The Board conducts an annual evaluation of its performance. The process varies from year-to-year, including self-evaluations and/or
one-on-one meetings with each Board member and the chairperson of the Nominating and Governance Committee. Results of the
evaluation are formally presented to the Board. The Board has made changes in Board procedures based on feedback from the process.

Board Service Limits and Terms
The Board has set a limitation on the number of public boards on which a Director may serve to three (3) for any CEO and four (4) for
all other Directors. This limitation is inclusive of service on the Xilinx Board.

The Board believes that term limits on Directors’ service and a mandatory retirement age do not serve the best interests of the
Company. While such policies could help ensure that fresh ideas and new viewpoints are addressed by the Board, such limits have the
disadvantage of losing the contribution of Directors who over time have developed increased insight and knowledge into the
Company’s operations and who remain active and contributing members of the Board. The Board evaluation process plays a
significant role in determining our Nominating and Governance Committee’s recommendation regarding Board tenure.

Change of Principal Occupation or Association
When a Director’s principal occupation or business association changes substantially during his or her tenure as Director, that Director
shall tender his or her resignation for consideration by the Nominating and Governance Committee. The Nominating and Governance
Committee will recommend to the Board the action, if any, to be taken with respect to the resignation.

Director Education
The Company offers internal and external course selections for new-Director orientation as well as continuing education. On a rotating
basis, Directors will attend director education programs, including courses accredited by Institutional Shareholder Services (ISS), and
report back to the entire Board on key learnings.

Stock Ownership Requirements

Directors

The Board has established minimum stock ownership guidelines for Directors. Under these guidelines, Directors are required to own
Company stock having a value equal to at least five times their annual cash retainer. At the time these ownership guidelines were
adopted, the annual cash retainer for Directors was $60,000, and therefore Directors are required to own Company stock with a value
of at least $300,000. For example, based on $33.24, the closing price of the Company’s Common Stock on May 11, 2012, $300,000
would purchase 9,025 shares of our Common Stock. Previously, the stock ownership requirement for Directors was 4,000 shares.

Directors are required to retain half of the shares of Company stock derived from awards of RSUs until this ownership requirement is
met. Half of the RSUs that are vested but are not settled pursuant to a pre-arranged deferral program will count toward the ownership
requirement. With the exception of Mr. Pimentel who joined the Board in 2010, based on $33.24, the closing price of the Company’s
Common Stock on May 11, 2012, all of our Directors have met the stock ownership requirements.

Executive Officers

In August 2011, our Board of Directors approved amendments to the stock ownership guidelines shifting ownership requirement from
a share-based model to a value-based model. Under the revised guidelines, the CEO is required to own Company stock having a value
of at least $2.5 million. Senior vice presidents who are Section 16 officers are required to own Company stock having a value of at
least $750,000 and corporate vice presidents who are Section 16 officers are required to own Company stock having a value of at least
$500,000. In addition, the CEO and all other Section 16 officers must retain half of the shares of Company stock derived from awards
of time-based restricted stock units until their respective ownership requirements are met.

Succession Planning
The Board plans for succession to the position of the Chairman of the Board, the position of CEO, and other senior management
positions. To assist the Board, the CEO annually provides the Board with an assessment of senior managers and of their potential to
succeed him. He also provides the Board with an assessment of considered potential successors to certain senior management
positions.

Internal Audit
The Company’s Internal Audit function reports to the Audit Committee of the Board and administratively to the Company’s CFO.

Codes of Conduct and Ethics
The Board of Directors adopted a Code of Conduct applicable to the Company’s Directors and employees, including the Company’s
CEO, CFO and its principal accounting personnel. The Code of Conduct includes protections for employees who report violations of
the Code of Conduct and other improprieties and includes an anonymous reporting process to provide employees with an additional
channel to report any perceived violations. Independent Directors receive complaints and reports of violations regarding accounting,
internal accounting controls, auditing, legal and other matters reported through the anonymous reporting process, if any. The Chief
Compliance Officer provides a quarterly report to the Audit Committee of incident reports identified through the anonymous reporting
process and otherwise. The Code of Conduct is available on the investor relations page of our website at www.investor.xilinx.com.
Printed copies of these documents are also available to stockholders upon written request directed to Corporate Secretary, Xilinx, Inc.,
2100 Logic Drive, San Jose, CA 95124.

The Board has adopted a separate Code of Ethics pertaining particularly to the Board which covers topics including insider trading,
conflicts of interests, financial reporting and compliance with other laws.

A waiver of any violation of the Code of Conduct by an executive officer or Director and a waiver of any violation of the Directors’
Code of Ethics may only be made by the Board. The Company will post any such waivers on its website under the Corporate
Governance page of www.investor.xilinx.com. Amendments of the Code of Conduct will also be posted on the Xilinx website under
the Corporate Governance page of www.investor.xilinx.com. No waivers were requested or granted in the past year. The Code of
Conduct was last amended in May 2012.

Anonymous Reporting and Whistleblower Protection
The Company’s Code of Conduct includes protections for employees who report violations of the Code of Conduct, other policies,
laws, rules and regulations. The Company has implemented an Internet-based anonymous reporting process for employees to report
violations they do not otherwise bring directly to management. The site can be accessed from the Company’s intranet as well as from
any Internet connection around the world.

Stockholder Value
The Board is cognizant of the interests of the stockholders and accordingly has adopted the following provisions:

•

All employee stock plans will be submitted to the stockholders for approval prior to adoption;
The 2007 Equity Plan includes a provision that prohibits repricing of options whether by directly lowering the exercise
price, through cancellation of the option or SAR in exchange for a new option or SAR having a lower exercise price, or by
the replacement of the option or SAR with a full value award (i.e., an award of restricted stock or RSUs); and
The Company is committed to keeping dilution under its stock plans for employees at or below 3%.

Stockholder Communications to the Board

Stockholders may initiate any communication with the Company’s Board in writing and send them addressed in care of the
Company’s Corporate Secretary, at Xilinx, Inc., 2100 Logic Drive, San Jose, CA 95124, by e-mail to corporate.secretary@xilinx.com,
or by fax to the Corporate Secretary at (408) 377-6137. The name of any specific intended recipient, group or committee should be
noted in the communication. The Board has instructed the Corporate Secretary to forward such correspondence only to the intended
recipients; however, the Board has also instructed the Corporate Secretary, prior to forwarding any correspondence, to review such
correspondence and, in his discretion, not to forward certain items if they are deemed of a commercial or frivolous nature or otherwise
inappropriate for the Board’s consideration. In such cases, and as necessary for follow up at the Board’s direction, correspondence
may be forwarded elsewhere in the Company for review and possible response. This centralized process will assist the Board in
reviewing and responding to stockholder communications in an appropriate manner.

Non-Employee Directors

Cash Compensation

COMPENSATION OF DIRECTORS

In fiscal 2012, the Company paid each of its non-employee Directors serving on its Board a cash retainer of $60,000 per year for
service as a Director, with the exception of the Chairman of the Board. The Chairman of the Board is entitled to an annual cash
retainer equal to twice the amount paid to the other non-employee Directors, or $120,000. Chairpersons of the Compensation
Committee and the Nominating and Governance Committee received an additional $10,000 per year and the Chairperson of the Audit
Committee received an additional $15,000 per year. Other than the chairpersons, members of the Compensation Committee and the
Nominating and Governance Committee received an additional $3,000 per year and the members of the Audit Committee received an
additional $5,000 per year. If applicable, the Lead Independent Director is also eligible to receive an additional $10,000 per year. All
payments were made in installments on a quarterly basis. As noted above, for fiscal 2012, Mr. Gianos, an independent director, served
as Chairman of the Board, so there was no Lead Independent Director.

Equity Compensation

Non-employee Directors participate in an equity compensation program under the Company’s 2007 Equity Incentive Plan. Under this
program, eligible non-employee Directors are eligible to receive automatic restricted stock unit awards (RSUs). The terms of those
automatic RSU grants are as follows:

Annual Grant. Each eligible non-employee Director is eligible for an annual RSU award. Each eligible non-employee Director
is automatically granted $140,000 worth of RSUs on the date of each annual meeting of stockholders, and such RSUs shall vest
in full on the day immediately preceding the subsequent annual meeting. Accordingly, on August 10, 2011, on which date the
fair market value of our Common Stock was $29.27, each non-employee Director received a grant of 4,783 RSUs, which will
vest in full on August 7, 2012, the day prior to the 2012 Annual Meeting of Stockholders.
Initial Grant. A non-employee director joining the Board between annual meetings of stockholders will receive a pro-rated
number of RSUs on or about the tenth day of the month following the Director’s initial appointment or election to the Board.
The RSUs vest in full on the day immediately preceding the subsequent annual meeting.

Stock Ownership Guidelines

Under the Company’s stock ownership guidelines, Directors are required to own Company stock having a value equal to at least
$300,000, which is equal to five times their annual retainer in effect at the time the new equity compensation program for Directors
was adopted. Directors are required to retain half of the shares of Company stock derived from awards of RSUs until their ownership
requirements are met. Half of the RSUs that are vested but are not settled pursuant to a pre-arranged deferral program will count
toward the ownership requirement. For more information about stock ownership guidelines for Directors, please see ―CORPORATE
GOVERNANCE PRINCIPLES—Stock Ownership Requirements.‖

Employee Directors
Directors who are actively employed as executives by the Company receive no additional compensation for their service as Directors.
Mr. Gavrielov is currently the only employee Director of the Company.

Deferred Compensation
We also maintain a nonqualified deferred compensation plan which allows each Director as well as eligible employees to voluntarily
defer receipt of a portion or all of their cash compensation until the date or dates elected by the participant, thereby allowing the
participating Director or employee to defer taxation on such amounts. For a discussion of this plan, see ―EXECUTIVE
COMPENSATION— Deferred Compensation Plan.‖

Director Compensation for Fiscal 2012
The following table provides information on director compensation in fiscal 2012:

Name
Philip T. Gianos
John L. Doyle
Jerald G. Fishman
William G. Howard, Jr.
J. Michael Patterson
Albert A. Pimentel
Marshall C. Turner
Elizabeth W. Vanderslice

Fees Earned
or Paid in
Cash(1)
($)
123,000
75,000
63,000
63,000
75,000
65,000
65,000
73,000

Stock
Awards(2)
($)
130,959
130,959
130,959
130,959
130,959
130,959
130,959
130,959

Option
Awards(3)
($)

Non-Equity
Incentive Plan
Compensation
($)

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation
($)

—
—
—
—
—
—
—
—

—
—
—
— (4)
—
—
— (4)
— (4)

—
—
—
—
—
—
—
—

Total
($)
253,959
205,959
193,959
193,959
205,959
195,959
195,959
203,959

Includes amounts deferred at the Director’s election.

(1)
(2) Amounts shown do not reflect compensation actually received by the Director. Instead, the amounts shown reflect the grant date
fair value for stock awards granted in fiscal 2012 as determined pursuant to FASB ASC Topic 718. The assumptions used to
calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements included in our
Annual Report on Form 10-K for fiscal 2012 filed with the SEC on May 25, 2012.

(3) No option awards were granted to Directors during fiscal 2012. The following aggregate number of option awards were
outstanding as of March 31, 2012 for each of the Directors: Mr. Gianos, 78,000; Mr. Doyle, 54,000; Mr. Fishman, 61,500;
Dr. Howard, 78,000; Mr. Patterson, 51,000; Mr. Pimentel, 0; Mr. Turner, 36,000; and Ms. Vanderslice, 72,000.

(4) Director participated in the Company’s nonqualified deferred compensation plan in fiscal 2012. For more information about this

plan see the section entitled ―EXECUTIVE COMPENSATION—Deferred Compensation Plan.‖

PROPOSAL TWO
AMENDMENT TO 1990 EMPLOYEE QUALIFIED
STOCK PURCHASE PLAN

The Company’s 1990 Employee Qualified Stock Purchase Plan (the ―ESPP‖) provides eligible employees of the Company and its
participating subsidiaries with the opportunity to purchase shares of Common Stock at a discounted price through payroll deductions.
During the fiscal year ended March 31, 2012, the Company issued 1,244,627 shares of Common Stock under the ESPP. As of
March 31, 2012, a total of 8,164,084 shares remained available for issuance under the ESPP, not including the 2,000,000 additional
shares of Common Stock that would be authorized if the amendment described below is approved.

Proposal
At the Annual Meeting, the stockholders will be asked to approve an amendment to the ESPP to increase by 2,000,000 the maximum
number of shares of Common Stock that may be issued under the ESPP.

Unless a sufficient number of shares are authorized and reserved under the ESPP at the beginning of each offering period (August 1
and February 1) to cover the number of shares purchased throughout its entire 24-month term, the Company may incur additional
compensation expense for financial statement purposes for each period in which the sale of shares is dependent on obtaining
stockholder approval of an additional share authorization. The Board believes an additional 2,000,000 shares will be necessary to
provide for offering periods commencing before the next annual meeting of stockholders.

On May 9, 2012, subject to stockholder approval, the Board adopted an amendment to the ESPP to increase the number of shares
authorized for issuance under the plan by 2,000,000. If the amendment is approved by the stockholders, the total number of shares
available for issuance under the ESPP immediately following such approval will be 10,164,084.

The Board believes that participation by the Company’s employees in the ESPP promotes the success of the Company’s business
through broad-based equity ownership among the employees. The Board further believes that the ESPP is an integral component of
the Company’s benefits program that is intended to provide employees with an incentive to exert maximum effort for the success of
the Company and to participate in that success through acquisition of the Company’s Common Stock.

As long as the ESPP remains in effect, the Company anticipates that it will ask the stockholders each year for the number of additional
shares required to meet the Company’s projected share commitments for offering periods beginning before the next annual meeting of
stockholders.

Subject to the eligibility requirements described below, most of the Company’s 3,265 employees (as of March 31, 2012) are eligible to
participate in the ESPP. As of March 31, 2012, approximately 77% of the Company’s employees were participating in the ESPP.

Summary of the 1990 Employee Qualified Stock Purchase Plan, as Amended
A summary of the material terms of the ESPP, as amended, is set forth below and is qualified, in its entirety, by the full text of the
plan set forth in Appendix A to our 2012 proxy statement as filed with the SEC and available for viewing without charge at its website
at www.sec.gov. A copy of the ESPP can be obtained from us at no charge upon request.

Purpose

The purpose of the ESPP is to provide employees of the Company and its designated subsidiaries with an opportunity to purchase
Common Stock of the Company through accumulated payroll deductions.

Administration

The ESPP may be administered by the Board or a committee appointed by the Board. All questions of interpretation of the ESPP are
determined by the Board or its committee, whose decisions are final and binding upon all participants. Currently, the Compensation
Committee administers the ESPP.

Authorized Shares

Currently, a maximum of 46,540,000 shares of our Common Stock are authorized for issuance under the ESPP, of which 8,164,084
shares of our Common Stock remained available for future issuance as of March 31, 2012, subject to appropriate adjustments in the
event of any stock dividend, stock split, reverse stock split, recapitalization or similar change in the capital structure of the Company,
or in the event of any merger, sale of assets or other reorganization of the Company. The Board has amended the ESPP, subject to
stockholder approval, to authorize an additional 2,000,000 shares for issuance under the ESPP, which would result in a total of
10,164,084 shares of our Common Stock being available for future purchases.

Eligibility

Subject to certain limitations imposed by Section 423(b) of the Tax Code, any person who is employed by the Company (or any
designated subsidiary) as of the commencement of an offering period under the ESPP and is customarily employed for at least 20
hours per week and more than five months in a calendar year is eligible to participate in the offering period. Eligible employees may
become participants in the ESPP by delivering to the Company a subscription agreement authorizing payroll deductions on or before
the first day of the applicable offering period. As of March 31, 2012, most of the Company’s 3,265 employees, including eight current
executive officers, were eligible to participate in the ESPP.

Offering Periods

The ESPP is implemented by consecutive and overlapping 24-month offering periods, with a new offering period commencing on or
about the first day of February and August of each year. The Board may generally change the duration of any offering period without
stockholder approval, provided that no offering period may exceed 27 months in duration. In addition, the Board may establish
separate, simultaneous or overlapping offering periods applicable to one or more subsidiaries of the Company and having different
terms and conditions, for example, to comply with the laws of the applicable jurisdiction.

Purchase Price

Each 24-month offering period consists of four exercise periods of six months’ duration. The last day of each exercise period, which
occurs on or about January 31 and July 31 of each year, is an exercise date on which each participant in the offering period acquires
shares. The purchase price of the shares offered under the ESPP in a given exercise period is the lower of 85% of the fair market value
of the Common Stock on the first date of the offering period containing that exercise period or 85% of the fair market value of the
Common Stock on the exercise date. The fair market value of the Common Stock on a given date is the closing sale price of the
Common Stock on such date as reported by NASDAQ. On March 30, 2012, the last trading day of the fiscal year, the closing price of
our Common Stock as reported on NASDAQ was $36.48 per share.

Payroll Deductions

The purchase price for the shares is accumulated through payroll deductions during each offering period. Payroll deductions
commence on the first payday following the commencement of an offering period and end on the last exercise date of the offering
period, unless sooner terminated as provided in the ESPP. A participant may not authorize deductions of more than 15% or less than
2% of the participant’s eligible compensation, which is defined by the ESPP to include all regular straight time earnings and any
payments for overtime, shift premiums, incentive compensation, bonuses, commissions or other compensation for a given offering
period. The Company may limit a participant’s payroll deductions in any calendar year as necessary to avoid accumulating an amount
in excess of the maximum amount the Tax Code permits to be applied toward the purchase of shares in any offering under the ESPP.
A participant may discontinue participating in the ESPP, or may decrease the rate of payroll deductions during the offering period.
Upon withdrawal from the ESPP, the Company will refund, without interest, the participant’s accumulated payroll deductions not
previously applied to the purchase of shares.

Grant and Exercise of Purchase Right

In general, the maximum number of shares subject to purchase by a participant in an exercise period is that number determined by
dividing the amount of the participant’s total payroll deductions accumulated prior to the relevant exercise date by 85% of the lower of
the fair market value of the Common Stock at the beginning of the offering period or on the exercise date. However, the maximum
number of shares a participant may purchase in any offering period is a number determined by dividing $50,000 by the fair market
value of a share of Common Stock on the first day of the offering period. Unless a participant withdraws from the ESPP, the
participant’s right to purchase shares is exercised automatically on each exercise date for the maximum number of whole shares that
may be purchased at the applicable price.

No employee will be permitted to subscribe for shares under the ESPP if, immediately after the grant of a purchase right, the employee
would own and/or hold purchase rights to acquire 5% or more of the voting securities of the Company. Further, no employee may be
granted a purchase right which would permit the employee to accrue a right to purchase more than $25,000 worth of stock (determined
by the fair market value of the shares at the time the purchase right is granted) for each calendar year in which the purchase right is
outstanding at any time.

Automatic Transfer to Low Price Offering Period

In the event that the fair market value of the Company’s Common Stock on any exercise date (other than the last exercise date of an
offering period) is less than on the first day of the offering period, all participants will be withdrawn from the offering period after the
exercise of their purchase right on such exercise date and enrolled as participants in a new offering period commencing on or about the
day following such exercise date. A participant may elect to remain in the previous offering period by filing a written statement
declaring such election prior to the time of the automatic change to the new offering period.

Withdrawal; Termination of Employment

A participant may withdraw all, but not less than all, payroll deductions credited to his or her account but not yet used to exercise a
purchase right under the ESPP at any time by signing and delivering to the Company a notice of withdrawal from the ESPP. Any
withdrawal by the participant of accumulated payroll deductions for a given offering period automatically terminates the participant’s
interest in that offering period. The failure of a participant to remain in the continuous employment of the Company for at least 20
hours per week during an offering period will be deemed to be a withdrawal from that offering period and accumulated payroll
deductions will be returned to the participant.

Transferability

No rights or accumulated payroll deductions of a participant under the ESPP may be assigned, transferred, pledged or otherwise
disposed of in any way (other than by will, the laws of descent and distribution or pursuant to the ESPP) and any attempt to so assign
or transfer may be treated by the Company as an election to withdraw from the ESPP.

Adjustments upon Changes in Capitalization

In the event any change is made in the Company’s capitalization pursuant to a stock split or any other increase or decrease in the
number of shares of Common Stock effected without receipt of consideration by the Company, proportionate adjustments will be
made by the Board to the number of shares authorized for issuance under the ESPP and subject to each outstanding purchase right and
in the purchase price per share.

In the event of a sale of all or substantially all of the assets of the Company or a merger of the Company with another corporation, the
acquiring or successor corporation or its parent may assume the purchase rights outstanding under the ESPP or substitute equivalent
purchase rights for the acquiror’s stock, provided that the Board may instead shorten an offering period and accelerate the exercise
date of all offering periods then in progress to a date prior to the transaction.

Amendment or Termination

The Board may at any time and for any reason amend or terminate the ESPP, except that (other than in limited circumstances set forth
in the ESPP) termination will not affect purchase rights previously granted, and no amendment may make any change in any purchase
right previously granted that adversely affects the participant’s rights. Stockholder approval must be obtained for any amendment to
the extent necessary to comply with applicable law. Under its current terms, the ESPP will expire on January 26, 2030.

Federal Tax Information
The following summary of the effect of United States federal income taxation upon the participant and the Company with respect to
the purchase of shares under the ESPP does not purport to be complete, and reference should be made to the applicable provisions of
the Tax Code. In addition, this summary does not discuss the provisions of the income tax laws of any municipality, state or foreign
country in which the participant may reside.

The ESPP, and the right of participants to make purchases thereunder, is intended to qualify under the provisions of Sections 421 and
423 of the Tax Code. Under these provisions, no income will be taxable to a participant at the time of grant of the purchase right or
purchase of shares. Upon disposition of the shares, the participant will generally be subject to tax, and the amount of the tax will
depend upon the length of time the shares have been held by the participant. If the shares have been held by the participant for more
than two years after the date of grant of the purchase right and more than one (1) year after the date on which the shares were
purchased, then the purchaser will recognize ordinary income equal to the lesser of (a) the excess of the fair market value of the shares
at the time of such disposition over the purchase price of such shares or (b) 15% of the fair market value of the shares on the first day
of the offering period. Any further gain upon such disposition will be treated as long-term capital gain. If the shares are disposed of
before the expiration of these holding periods, the participant will recognize ordinary income generally equal to the excess of the fair
market value of the purchased shares on the date of the purchase over the purchase price. Any additional gain or loss on the sale will
be a capital gain or loss, which will be either long-term or short-term depending on the actual period for which the shares were held.
The Company is entitled to a deduction for amounts taxed as ordinary income reported by participants upon disposition of shares
within two years from date of grant or one year from the date of acquisition.

New Plan Benefits
The number of shares that may be purchased under the ESPP will depend on each participant’s voluntary election to participate and on
the fair market value of the Common Stock of the Company on future purchase dates, and therefore the actual number of shares that
may be purchased by any individual is not determinable. No purchase rights have been granted and no shares of Common Stock of the
Company have been issued with respect to the 2,000,000 additional shares for which stockholder approval is being sought.

Number of Shares Purchased by Certain Individuals and Groups
The following table sets forth for each of the listed persons and groups (i) the aggregate number of shares of Common Stock of the
Company purchased under the ESPP during fiscal 2012, and (ii) the market value of those shares on the date of such purchase, minus
the purchase price of such shares:

Name and Position
Moshe N. Gavrielov

President and Chief Executive Officer

Jon A. Olson

Senior Vice President, Finance and Chief Financial Officer

Victor Peng

Senior Vice President, Programmable Platforms Group

Vincent F. Ratford

Senior Vice President, Worldwide Marketing and Business

Development

Frank A. Tornaghi

Senior Vice President, Worldwide Sales

All current executive officers, as a group

All current directors who are not executive officers, as a group (l)

Dollar Value
($)
6,897

6,897

—

Number of
Shares

785

—

6,897

785

43,210

N/A

4,794

N/A

All employees who are not executive officers, as a group

9,558,268

1,239,833

(1) Non-employee Directors are not eligible to participate in the ESPP.

Required Vote
Affirmative votes constituting a majority of the shares present or represented by proxy and entitled to vote on this proposal will be
required to approve this proposal. Abstentions will have the same effect as a negative vote, while broker non-votes will have no effect
on the outcome of this vote.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S 1990
EMPLOYEE QUALIFIED STOCK PURCHASE PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON
STOCK RESERVED FOR ISSUANCE THEREUNDER BY 2,000,000 SHARES.

PROPOSAL THREE
AMENDMENT TO THE 2007 EQUITY INCENTIVE PLAN

Proposal
At the Annual Meeting, the stockholders are being requested to approve an amendment to the 2007 Equity Incentive Plan (the ―2007
Equity Plan‖), to increase by 3,500,000 the number of shares of Common Stock authorized for issuance to a new total of 36,500,000
shares.

The 2007 Equity Plan was adopted by the Company’s Board on May 3, 2006, and approved by stockholders at the Annual
Stockholders Meeting in July 2006. The 2007 Equity Plan, which became effective on January 1, 2007, replaced the Company’s 1997
Stock Plan and Supplemental Stock Option Plan. The prior plans have been terminated.

We make stock grants in connection with new hires and promotions and in connection with our annual ―Focal Review.‖ Our Focal
Review is a process in which we evaluate the performance and compensation of each Company employee. Following this evaluation,
we make appropriate adjustments to the compensation of a substantial number of Company employees, including through equity
grants. These compensation adjustments are typically made in July and the majority of our annual stock budget is used during this
period. Our fiscal 2013 Focal Review will occur this July 2012, and our fiscal 2014 Focal Review will occur next July 2013. This
means that we would go through two Focal Review periods, with corresponding equity grants, before having another opportunity at
the next annual meeting to obtain stockholder approval of additional shares under the 2007 Equity Plan. In the past two years, we used
an average of 3,800,000 shares during the course of the year. We currently have 15,016,222 shares available for grant as of March 31,
2012. Given the timing of when we issue this proxy statement and when we hold our annual meeting, we are seeking stockholder
approval of a 3,500,000 share increase in the number of shares available under the 2007 Equity Plan at the 2012 Annual Meeting in
order to ensure that we will have a sufficient number of authorized shares available to meet the requirements of our equity
compensation program over the next two years.

Key Terms of the 2007 Equity Plan
The following is a summary of the key provisions of the 2007 Equity Plan.

Plan Term:

January 1, 2007 to December 31, 2013

Eligible Participants:

Shares Authorized:

Employees, consultants and non-employee directors of Xilinx and its subsidiaries are eligible to receive
awards under the 2007 Equity Plan.

Currently, 33,000,000 shares of Common Stock are authorized, of which 15,016,222 remain available for
grant as of March 31, 2012. If the stockholders approve the proposed amendment, a total of 36,500,000
shares will be authorized and 18,516,222 will be available for future grants, subject to adjustment to reflect
stock splits and similar events.

Award Types:

• Non-qualified and incentive stock options

•

Restricted stock awards

Restricted stock units (―RSUs‖)

Stock appreciation rights (―SARs‖)

Award Limits:

A participant may receive in any calendar year:

Award Terms:

Exercise Price:

Repricing:

•

No more than 4,000,000 shares subject to options or SARs, in the aggregate

No more than 2,000,000 shares subject to awards other than options and SARs

No more than $6,000,000 subject to awards that may be settled in cash

Stock options and SARs must expire no more than seven years from the date of grant.

The exercise price of stock options or SARs may not be less than 100% of the fair market value of our
Common Stock on the date of grant.

Repricing of out-of-money options or SARs, whether by directly lowering the exercise price, by canceling an
option or SAR in exchange for a new option or SAR having a lower exercise price, or by substituting a full
value award in place of the option or SAR is not permitted without stockholder approval.

The Board believes that participation in the 2007 Equity Plan by the employees, consultants, and non-employee directors of the
Company and its designated subsidiaries worldwide promotes the success of the Company’s business by providing them with an
incentive to exert their maximum effort toward achieving that success. Therefore, the Board unanimously adopted on May 9, 2012,

subject to stockholder approval, an amendment to increase the maximum number of shares of Common Stock authorized under the
2007 Equity Plan by 3,500,000 shares to a total of 36,500,000 shares to ensure that the Company will continue to have available a
reasonable number of shares for its equity award program.

Summary of the 2007 Equity Plan, as Amended
A summary of the material terms of the 2007 Equity Plan, as amended, is set forth below and is qualified, in its entirety, by the full
text of the 2007 Equity Plan set forth in Appendix B to our 2012 proxy statement as filed with the SEC and available for viewing
without charge at its website at www.sec.gov. A copy of the 2007 Equity Plan can be obtained from us at no charge upon request.

Purpose

The purpose of the 2007 Equity Plan is to attract and retain the services of employees, consultants, and non-employee directors of the
Company and its subsidiaries, and to provide such persons with a proprietary interest in the Company.

Administration

The Compensation Committee of the Board administers the 2007 Equity Plan, unless otherwise determined by the Board. The
Compensation Committee consists of at least two directors of the Company who are both ―outside directors‖ under Section 162(m) of
the Tax Code, and ―non-employee directors‖ under Rule 16b-3 promulgated under the Exchange Act. The Compensation Committee,
in its sole discretion, will interpret the 2007 Equity Plan and prescribe, amend, and rescind any rules and regulations necessary or
appropriate for the administration of the 2007 Equity Plan, including the creation of sub-plans to take advantage of favorable tax-
treatment, comply with local law, or reduce administrative burdens for grants of awards in non-U.S. jurisdictions.

Eligibility

The Compensation Committee determines the employees, consultants, and non-employee directors of the Company or a subsidiary
who are eligible to receive awards under the 2007 Equity Plan. As of March 31, 2012, there were 3,265 employees, including eight
(8) current executive officers, 147 consultants and eight (8) non-employee directors eligible to participate in the 2007 Equity Plan.

Authorized Shares

Subject to adjustment in the event of certain corporate events (as described below), the maximum number of shares of the Company’s
Common Stock authorized under the 2007 Equity Plan is currently 33,000,000, of which 15,016,222 remained available for future
issuance as of March 31, 2012, all of which may be granted under the terms of the 2007 Equity Plan as incentive stock options. The
Board has amended the 2007 Equity Plan, subject to stockholder approval, to authorize an additional 3,500,000 shares for issuance
under the 2007 Equity Plan which would result in a total of 18,516,222 shares of Common Stock available for future grants. If any
award granted under the 2007 Equity Plan expires or otherwise terminates in whole or in part for any reason, or if shares issued
pursuant to an award are forfeited or otherwise reacquired by the Company because of the participant’s failure to comply with the
conditions of the award or for any other reason, any such shares subject to a terminated award or reacquired by the Company will
again become available for issuance under the 2007 Equity Plan. Shares will not be treated as having been issued under the 2007
Equity Plan and will therefore not reduce the number of shares available for issuance to the extent an award is settled in cash. The
Compensation Committee is authorized to adopt such procedures for counting shares against the maximum number of authorized
shares as the Compensation Committee deems appropriate.

Types of Awards

The 2007 Equity Plan allows the Compensation Committee to grant incentive stock options, non-qualified stock options, RSUs,
restricted stock and SARs. Subject to the limits set forth in the 2007 Equity Plan, the Compensation Committee has the discretionary
authority to determine the amount and terms of awards granted under the 2007 Equity Plan.

Automatic Non-employee Director Awards

The 2007 Equity Plan provides for the periodic automatic grant of RSU awards to non-employee directors. Each non-employee
director will automatically be granted on the day of each annual meeting of stockholders an award consisting of a number of RSUs
determined by dividing $140,000 by the closing price of the Company’s Common Stock on the grant date. These awards vest in full
on the day immediately preceding the subsequent annual meeting. A non-employee director joining the Board between annual
meetings of stockholders will receive a pro rated RSU award on or about the tenth day of the month following the director’s initial
appointment or election to the Board.

Limitations on Awards

Awards under the 2007 Equity Plan are subject to the following limitations:
An option’s exercise price cannot be less than 100% of the fair market value of each share underlying the option on the date of option
grant. A SAR’s base level price cannot be less than 100% of the fair market value of each share underlying the SAR on the date of
grant of such SAR.

Section 162(m) of the Tax Code requires, among other things, that the maximum number of shares for which an award may be granted or
the maximum amount of compensation that could be paid to an individual during a specified period must be set forth in the plan and
approved by stockholders in order for the awards to be eligible for treatment as performance-based compensation that will not be subject
to the $1,000,000 limitation on tax deductibility for compensation paid to each ―covered employee.‖ Covered employees are the
Company’s chief executive officer and its three highest compensated executive officers (excluding the chief executive and chief financial
officers) holding office on the last day of the Company’s taxable year. Accordingly, the 2007 Equity Plan limits awards granted to an
individual participant in any calendar year. The aggregate awards granted under the 2007 Equity Plan to any participant during any
calendar year may not exceed (i) 4,000,000 shares of the Company’s Common Stock subject to stock options or SARs and (ii) 2,000,000
shares of the Company’s Common Stock subject to awards other than stock options and SARs. In addition, no participant may receive
during any calendar year an award under the 2007 Equity Plan settled in cash exceeding $6,000,000 in the aggregate.

Without stockholder approval, the Company cannot reprice options or SARs, whether by directly lowering the exercise price, through
cancellation of the option or SAR in exchange for a new option or SAR having a lower exercise price, or by the replacement of the
option or SAR with a full value award (i.e., an award of restricted stock or RSUs).

Performance Goals

The Compensation Committee has the sole discretion to condition awards granted to those employees subject to Section 162(m) of the
Tax Code on the attainment of objective performance goals. The Compensation Committee will establish the performance goals in
writing. Such performance goals shall be based on one or more or a combination of the following criteria in either absolute or relative
terms: (i) increased revenue; (ii) net income measures (including, but not limited to, income after capital costs and income before or
after any one or more of the share-based compensation expense, interest, taxes, appreciation or amortization); (iii) stock price
measures (including, but not limited to, growth measures and total stockholder return); (iv) market segment share; (v) earnings per
share (actual or targeted growth); (vi) cash flow measures (including, but not limited to, net cash flow and net cash flow before
financing activities); (vii) return measures (including, but not limited to, return on equity, return on average assets, return on capital,
risk-adjusted return on capital, return on investors’ capital and return on average equity); (viii) operating measures (including
operating income, gross margin, operating margin, funds from operations, cash from operations, after-tax operating income, sales
volumes, production volumes and production efficiency); (ix) expense measures (including, but not limited to, overhead cost, research
and development expense and general and administrative expense); (x) product technology leadership metrics; and (xi) product quality
leadership metrics.

Transferability

Awards granted under the 2007 Equity Plan may not be transferred other than by will or the laws of descent and distribution, and may
be exercised during the lifetime of a participant only by the participant or the participant’s legally authorized representative. However,
the Compensation Committee, in its sole discretion, may allow for the transfer or assignment of a participant’s award pursuant to a
divorce decree or domestic relations order, but only if such participant is a U.S. resident.

Adjustments upon Changes in Capitalization

In the event any change is made in the Company’s capitalization pursuant to a stock split, stock dividend, recapitalization or any other
increase or decrease in the Company’s shares effected without receipt of consideration by the Company, equitable adjustments will be
made to the number of shares of Common Stock available for grant under the 2007 Equity Plan, the exercise price of options, the SAR
base level price, and the number of shares underlying outstanding awards, including restricted stock and RSU awards.

Merger or Change of Control

In the event of a merger, consolidation, or share exchange pursuant to which the Company is not the surviving or resulting
corporation: (i) the shares or equivalent cash or property of the surviving or resulting corporation shall be substituted for any
unexercised portions of outstanding awards under the 2007 Equity Plan; or (ii) all awards may be canceled by the Company
immediately prior to the effective date of such event and each stockholder may be permitted to purchase all or any portion of the
shares of Common Stock underlying his or her vested and unvested award(s) within 30 days before such effective date. In the event of
a change in control of the Company, among other actions, the Compensation Committee may provide that the vesting and
exercisability of all or any portion of the outstanding awards will be accelerated and exercisable in full and all restriction periods, if
any, will expire.

Amendment or Termination

The Board may at any time and for any reason amend, alter, revise, suspend or terminate the 2007 Equity Plan, subject to the written
consent of any participant whose rights would be adversely affected. Unless sooner terminated by the Board, the 2007 Equity Plan
shall terminate on December 31, 2013. However, without stockholder approval, the Compensation Committee may not amend the
2007 Equity Plan in any manner that would require stockholder approval under applicable law.

Federal Tax Information
The following summary of the effect of United States federal income taxation upon the participant with respect to the 2007 Equity
Plan does not purport to be complete and reference should be made to the applicable provisions of the Tax Code. In addition, this
summary does not discuss the provisions of the income tax laws of any municipality, state or foreign country in which the participant
may reside.

Incentive Stock Options

An individual residing in the U.S. who is granted an incentive stock option is not taxed on the date of grant or vesting of such option.
If the shares underlying the option are held for at least two years from the date of grant, and at least one year from the date of option
exercise (the ―holding periods‖), then upon the sale of the shares, the individual will generally recognize a long-term capital gain or
loss on the difference between the exercise price of the option and the fair market value of the Common Stock underlying the option
on the date of sale. If either of the holding periods is not satisfied, the individual will generally recognize as ordinary income on the
date of the disposition (a ―disqualifying disposition‖) of the shares an amount equal to the difference between the option’s exercise
price and the fair market value of the Common Stock underlying the option determined as of the date of exercise (not to exceed the
gain realized upon the disposition if the disposition is a transaction with respect to which a loss, if sustained, would be recognized).
Any further gain or loss upon the disqualifying disposition of the shares constitutes a capital gain or loss.

In general, the difference between the option exercise price and the fair market value of the shares on the date of exercise of an
incentive stock option is treated as an adjustment in computing the participant’s alternative minimum taxable income and may be
subject to an alternative minimum tax which is paid if such tax exceeds the regular tax for the year. Special rules may apply with
respect to certain subsequent sales of the shares in a disqualifying disposition, certain basis adjustments for purposes of computing the
alternative minimum taxable income on a subsequent sale of the shares and certain tax credits which may arise with respect to
participants subject to the alternative minimum tax.

Non-Qualified Stock Options

An individual who is granted a non-qualified stock option generally is not taxed on the date of grant or vesting of such option. Rather,
the individual will generally recognize as ordinary income on the date of option exercise an amount equal to the difference between
the option’s exercise price and the fair market value of the stock underlying the option on the date of option exercise. Any further gain
or loss upon the subsequent sale or disposition of the shares underlying the option constitutes a capital gain or loss.

Stock Appreciation Rights

An individual who is granted a SAR will generally recognize ordinary income on the date the SAR is exercised in an amount equal to
the difference between the SAR’s exercise price and the fair market value of the shares underlying the SAR on the date of exercise.

Restricted Stock

Unless an individual makes a timely election under Section 83(b) of the Tax Code (as described below), an individual will recognize
ordinary income in an amount equal to the excess of the fair market value of the restricted stock on the date of vesting of the shares
over the purchase price, if any, paid for the shares. Any further gain or loss from the subsequent sale of such restricted stock
constitutes capital gain or loss. If the individual makes a timely election under Section 83(b), the individual is taxed, at ordinary
income rates, on the excess of the fair market value of the restricted stock on the date of grant over the purchase price, if any, paid for
the shares, and any further gain or loss on the subsequent sale of the stock constitutes a capital gain or loss.

Restricted Stock Units

An individual generally will recognize no income upon the receipt of an award of RSUs. Upon the settlement of RSUs, the participant
generally will recognize ordinary income in the year of receipt in an amount equal to the cash received and/or the fair market value of
any substantially vested shares received in respect of vested RSUs. If the participant receives shares of restricted stock, the participant
generally will be taxed in the same manner as described above under ―Restricted Stock.‖ Any further gain or loss on a subsequent sale
of any shares received will be taxed as capital gain or loss.

In general, the Company is entitled to a deduction in an amount equal to the ordinary income recognized by the individual.

Plan Benefits
The number, amount and type of awards to be granted in the future to eligible persons under the 2007 Equity Plan cannot be
determined at this time. With the exception of the RSUs to be automatically granted to non-employee directors, awards under the 2007
Equity Plan will be granted at the discretion of the Compensation Committee or the Board of Directors, and accordingly cannot be
determined at this time. See the above section ―Automatic Non-employee Director Awards‖ for a discussion of the automatic grant of
RSU awards to our non-employee directors under the 2007 Equity Plan.

The table below sets forth the RSUs awards that will be granted under the ―Automatic Non-employee Director Awards‖ component of
the 2007 Equity Plan on the date of the Annual Meeting to certain individuals and groups. This table is furnished pursuant to the rules
of the SEC. Only non-employee directors are eligible to receive automatic non-employee director awards.

Name and Position
Moshe N. Gavrielov

President and Chief Executive Officer

Jon A. Olson

Senior Vice President, Finance and Chief Financial Officer

Victor Peng

Senior Vice President, Programmable Platforms Group

Vincent F. Ratford

Senior Vice President, Worldwide Marketing and Business

Development

Frank A. Tornaghi

Senior Vice President, Worldwide Sales

All current executive officers, as a group
All current directors who are not executive officers, as a group

All employees who are not executive officers, as a group

Dollar Value
($)

Number of
Units

—

—
(1)
—

—

—
(1)
—

(1) At the 2011 Annual Meeting, each non-employee Director continuing in office following the meeting was automatically granted

4,783 RSUs.

Options Granted to Certain Persons
The aggregate number of shares of Common Stock subject to options granted to certain persons under the 2007 Equity Plan since its
inception is reflected in the table below. Since its inception, no option has been granted under the 2007 Equity Plan to any other
nominee for election as a director, or any associate of any such director, nominee or executive officer, and no other person has been
granted 5% or more of the total amount of options granted under the 2007 Equity Plan.

Name and Position
Moshe N. Gavrielov

President and Chief Executive Officer

Jon A. Olson

Senior Vice President, Finance and Chief Financial Officer

Victor Peng

Senior Vice President, Programmable Platforms Group

Vincent F. Ratford

Senior Vice President, Worldwide Marketing and Business Development

Frank A. Tornaghi

Senior Vice President, Worldwide Sales

All current executive officers, as a group

All Directors who are not executive officers, as a group

All employees who are not executive officers, as a group

Amount of
Options
1,450,000

326,250

355,000

290,000

271,000

3,364,050

126,000

6,911,154

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE AMENDMENT TO THE COMPANY’S 2007
EQUITY PLAN TO INCREASE THE NUMBER OF SHARES OF COMMON STOCK TO BE RESERVED FOR
ISSUANCE THEREUNDER BY 3,500,000 SHARES.

Equity Compensation Plan Information

The table below sets forth certain information as of fiscal year ended March 31, 2012 about the Company’s common stock that may be
issued upon the exercise of options, RSUs, warrants and rights under all of our existing equity compensation plans including
the ESPP:

Plan Category
Equity Compensation Plans
Approved by Security Holders
1997 Stock Plan
2007 Equity Plan
Employee Stock Purchase Plan

Total-Approved Plans
Equity Compensation Plans NOT
Approved by Security Holders (5)
Supplemental Stock Option Plan (6)

Total-All Plans

Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights

Weighted-average
Exercise Price of
Outstanding Options,
Warrants and Rights

C
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation
Plans (excluding securities
reflected in Column A)

10,902,000
12,117,000 (2)
N/A
23,019,000

8,000
23,027,000

$
$

30.89
24.26 (3)
N/A
28.32

29.00
28.32

— (1)
14,908,000(4)
8,164,000
23,072,000

—
23,072,000

(1)

(2)

(3)

The Company ceased issuing options under the 1997 Stock Plan as of April 1, 2007. The 1997 Stock Plan expired on May 8,
2007 and all available but unissued shares under this plan were cancelled.
Includes approximately 5.2 million shares issuable upon vesting of RSUs that the Company granted under the 2007 Equity Plan
and assumes 150% performance achievement for performance-based RSUs.
The weighted-average exercise price does not take into account shares issuable upon vesting of outstanding RSUs, which have
no exercise price.

(5)

(4) On July 26, 2006, the stockholders approved the adoption of the 2007 Equity Plan and authorized 10,000,000 shares to be
reserved for issuance thereunder. The 2007 Equity Plan, which became effective on January 1, 2007, replaced both the
Company’s 1997 Stock Plan (which expired on May 8, 2007) and the Supplemental Stock Option Plan. On August 9,
2007, August 14, 2008, August 12, 2009, August 11, 2010 and August 10, 2011, our stockholders authorized the reserve of an
additional 5,000,000 shares, 4,000,000 shares, 5,000,000 shares, 4,500,000 shares and 4,500,000 shares, respectively. All of the
shares reserved for issuance under the 2007 Equity Plan may be granted as stock options, stock appreciation rights, restricted
stock or RSUs.
In November 2000, the Company acquired RocketChips. Under the terms of the merger, the Company assumed all of the stock
options previously issued to RocketChips’ employees pursuant to four different stock option plans. A total of approximately
807,000 option shares were assumed by the Company, none of which remained outstanding as of March 31, 2012. These option
shares are excluded from the above table. All of the options assumed by the Company remain subject to the terms of the
RocketChips’ stock option plan under which they were issued. Subsequent to acquiring RocketChips, the Company has not made
any grants or awards under any of the RocketChips’ stock option plans and the Company has no intention to do so in the future.
(6) Under the Supplemental Stock Option Plan, options were granted to employees and consultants of the Company, however
neither officers nor members of our Board were eligible for grants under the Supplemental Stock Option Plan. Only non-
qualified stock options were granted under the Supplemental Stock Option Plan (that is, options that do not entitle the optionee
to special U.S. income tax treatment) and such options generally expire not later than 12 months after the optionee ceases to be
an employee or consultant. Upon a merger of the Company with or into another company, or the sale of substantially all of the
Company’s assets, each option granted under the Supplemental Stock Option Plan may be assumed or substituted with a similar
option by the acquiring company, or the outstanding options will become exercisable in connection with the merger or sale.

PROPOSAL FOUR
ADVISORY VOTE ON EXECUTIVE COMPENSATION

The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the ―Dodd-Frank Act‖) enables our stockholders to vote
to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement
in accordance with SEC rules.

Our executive officer compensation program is designed to attract and retain talented and qualified senior executives to manage and
lead our Company and to motivate them to pursue and meet our corporate objectives. Under this program, our named executive
officers are rewarded for individual and collective contributions to our success consistent with our ―pay for performance‖ orientation.
Furthermore, the executive officer total compensation program is aligned with the nature and dynamics of our business, which focuses
management on achieving the Company’s annual and long-term business strategies and objectives. Additional details about our
executive compensation programs are described under the section titled ―EXECUTIVE COMPENSATION - Compensation
Discussion and Analysis.‖

Our Compensation Committee regularly reviews the executive officer compensation program to ensure that it achieves the desired
goals of emphasizing long-term value creation and aligning the interests of management and stockholders through the use of equity-
based awards.

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this proxy
statement. This proposal, commonly known as a ―Say-on-Pay‖ proposal, gives our stockholders the opportunity to express their views
on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the
overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.
Accordingly, we ask our stockholders to vote ―FOR‖ the following resolution at the Annual Meeting:

―RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive
officers, as disclosed in the Company’s proxy statement for the 2012 Annual Meeting of Stockholders pursuant to the
compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary
Compensation Table and the other related tables and disclosure.‖

The ―say-on-pay‖ vote is advisory, and therefore not binding on the Company, the Compensation Committee or our Board of
Directors. Our Board of Directors and our Compensation Committee value the opinions of our stockholders and to the extent there is
any significant vote against the named executive officer compensation as disclosed in this proxy statement, we will consider our
stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

THE BOARD RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE COMPENSATION OF OUR NAMED
EXECUTIVE OFFICERS, AS DESCRIBED IN THIS PROXY STATEMENT PURSUANT TO THE COMPENSATION
DISCLOSURE RULES OF THE SEC.

PROPOSAL FIVE
RATIFICATION OF APPOINTMENT OF EXTERNAL AUDITORS

The Audit Committee has selected Ernst & Young LLP, an independent registered public accounting firm, to audit the consolidated
financial statements of Xilinx for the fiscal year ending March 30, 2013 and recommends that stockholders vote for ratification of
such appointment. Although we are not required to submit to a vote of the stockholders the ratification of the appointment of Ernst &
Young LLP, the Company, the Board and the Audit Committee, as a matter of good corporate governance, have determined to ask the
stockholders to ratify the appointment. If the appointment of Ernst & Young LLP is not ratified, the Audit Committee will take the
vote under advisement in evaluating whether to retain Ernst & Young LLP.

Representatives of Ernst & Young LLP attend meetings of the Audit Committee of the Board including executive sessions of the
Audit Committee at which no members of Xilinx management are present. Ernst & Young LLP has audited the Company’s financial
statements for each fiscal year since the fiscal year ended March 31, 1984. Representatives of Ernst & Young LLP are expected to be
present at the Annual Meeting. In addition, they will have an opportunity to make a statement if they desire to do so, and are expected
to be available to respond to appropriate questions from stockholders.

Fees Paid to Ernst & Young LLP
The following table shows the fees billed or to be billed for audit and other services provided by Ernst & Young LLP for fiscal 2012
and 2011.

Audit Fees
Audit-Related Fees
Tax Fees
All Other Fees

Total

Audit Fees

2012
$ 2,655,000
8,000
132,000
29,000
$ 2,824,000

2011
$ 2,753,000
8,000
298,000
15,000
$ 3,074,000

This category includes fees for the audit of the Company’s annual financial statements and for the review of the Company’s interim
financial statements on Form 10-Q. This category also includes advice on any audit and accounting matters that arose during the
annual audit, the review of interim financial statements, and statutory audits required by non-U.S. jurisdictions. In fiscal 2011, audit
fees included services related to the Company’s senior debt financing. In fiscal 2012, audit fees included services related to the
Company’s Oracle R12 implementation and acquisitions.

Audit-Related Fees

This category consists of assurance and related services that are reasonably related to the performance of the annual audit or interim
financial statement review and are not reported under ―Audit Fees.‖ In fiscal 2011 and fiscal 2012, audit-related services consisted of
services performed in connection with the audit of an employee benefit plan.

Tax Fees

This category consists of fees for tax compliance, tax advice and tax planning services, including preparation of tax returns and
assistance and representation in connection with tax audits and appeals.

All Other Fees

In fiscal 2011 and fiscal 2012, all other fees consisted of fees related to advice and consulting services provided in connection with
review of the International Financial Reporting Standards (IFRS).

Audit Committee’s Pre-approval Policy and Procedures
The Audit Committee has adopted policies and procedures for approval of financial audit (and audit related), non-financial audit and
tax consulting work performed by Ernst & Young LLP. Pursuant to its charter and those policies, the policy of the Audit Committee is
that any and all services to be provided to the Company by Ernst & Young LLP are subject to pre-approval by the Audit Committee.
The Audit Committee pre-approves annual audit fees, quarterly reviews and tax compliance fees at the beginning of the fiscal year. In
its review of non-financial audit and tax consulting services, the Audit Committee considers whether the provision of such services are
consistent with SEC guidance, and whether the service facilitates the performance of the financial audit, improves the Company’s
financial reporting process, and is otherwise in the Company’s best interests and compatible with maintaining Ernst & Young LLP’s
independence.

The Audit Committee did not waive its pre-approval policies and procedures during the fiscal year ended March 31, 2012.

Vote Required
Approval of this proposal requires the affirmative vote of a majority of the shares present and entitled to vote either in person or by
proxy. Abstentions and broker non-votes will each be counted as present for purposes of determining the presence of a quorum.
Abstentions will be counted as ―AGAINST‖ votes with respect to the proposal, but broker non-votes will have no effect on the
outcome of the proposal.

THE BOARD RECOMMENDS A VOTE “FOR” THE RATIFICATION OF ERNST & YOUNG LLP AS THE COMPANY’S
EXTERNAL AUDITORS FOR FISCAL 2013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth the beneficial ownership of Common Stock of the Company as of May 11, 2012, except as noted below,
by: (i) each stockholder known to the Company to be a beneficial owner of more than 5% of the Company’s Common Stock, (ii) each
of the Company’s Directors and Director nominees, (iii) each of the named executive officers identified in the section entitled
―Executive Compensation‖ and (iv) all current Directors and executive officers as a group. The Company believes that each of the
beneficial owners of the Common Stock listed below, based on information furnished by such beneficial owners, has sole voting
power and sole investment power with respect to such shares, except as otherwise set forth in the footnotes below and subject to
applicable community property laws.

Amount and Nature of
Beneficial Ownership

Percent of
Class(1)

Beneficial Owners
Greater than 5% Stockholders
Blackrock, Inc.

40 East 52nd Street
New York, NY 10022

JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
Goldman Sachs Asset Management

200 West Street
New York, NY 10282

T. Rowe Price Associates, Inc.
100 East Pratt Street
Baltimore, MD 21202

Wellington Management Company, LLP

280 Congress Street
Boston, MA 02210
Capital Research Global Investors
333 South Hope Street
Los Angeles, CA 90071

The Vanguard Group, Inc.
100 Vanguard Blvd.
Malvern, PA 19355

Directors
Philip T. Gianos
Moshe N. Gavrielov
John L. Doyle
Jerald G. Fishman
William G. Howard, Jr.
J. Michael Patterson
Albert A. Pimentel
Marshall C. Turner
Elizabeth W. Vanderslice

Named Executive Officers
Jon A. Olson
Victor Peng
Vincent F. Ratford
Frank A. Tornaghi
All current Directors and executive officers as a group (18

persons)

26,036,027 (2)

20,630,022 (3)

18,328,799 (4)

15,982,319 (5)

15,390,932 (6)

15,376,300 (7)

14,378,178 (8)

151,368 (9)
938,810(10)
66,341(11)
71,669(12)
126,269(13)
56,400(14)
5,214(15)
57,319(16)
78,114(17)

567,037(18)
306,803(19)
89,168(20)
225,671(21)

9.0

7.3

6.5

5.7

5.5

5.2

*
*
*
*
*
*
*
*
*

*
*
*
*

3,441,732(22)

1.3

Less than 1%

*
(1) The beneficial ownership percentage of each stockholder is calculated on the basis of 263,904,412 shares of common stock
outstanding as of May 11, 2012. Any additional shares of common stock that a stockholder has the right to acquire within 60
days after May 11, 2012 are deemed to be outstanding and beneficially owned for the purpose of calculating that stockholder’s
percentage beneficial ownership. They are not, however, deemed to be outstanding and beneficially owned for the purpose of
computing the percentage ownership of any other person. Unless otherwise indicated, the address of each of the individuals and
entities named below is c/o Xilinx, Inc., 2100 Logic Drive, San Jose, California 95124.

(2) Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 30, 2011, which was
filed by this stockholder pursuant to Section 13 of the Exchange Act (―Section 13‖), on February 9, 2012 reporting beneficial

ownership of 26,036,027 shares of Common Stock consisting of 26,036,027 shares as to which it has sole voting power and sole
dispositive power.

(3) Based on information contained in a Schedule 13G/A, reflecting stock ownership information as of December 31, 2011, which
was filed by this stockholder pursuant to Section 13, on February 1, 2012 reporting beneficial ownership of 20,630,022 shares of
Common Stock consisting of 16,599,908 shares as to which it has sole voting power, 585,301 shares as to which it has shared
voting power, 19,870,314 shares as to which it has sole dispositive power and 751,806 shares as to which it has shared
dispositive power.

(4) Based on information contained in a Schedule 13G/A, reflecting stock ownership information as of December 31, 2011, which
was filed by this stockholder pursuant to Section 13, on February10, 2012 reporting beneficial ownership of 18,328,799 shares
of Common Stock consisting of no shares as to which it has sole voting power, 16,255,229 shares as to which it has shared
voting power and 18,328,799 shares as to which it has shared dispositive power. According to such filing, the stockholder
disclaims beneficial ownership of the shares pursuant to Rule 13d-4 of the Exchange Act.

(5) Based on information contained in a Schedule 13G/A, reflecting stock ownership information as of December 31, 2011, which
was filed by this stockholder pursuant to Section 13, on February 9, 2012 reporting beneficial ownership of 15,982,319 shares of
Common Stock consisting of 4,685,631 shares as to which it has sole voting power and 15,982,319 shares as to which it has sole
dispositive power. According to the stockholder, these securities are owned by various individual and institutional investors
which T. Rowe Price Associates, Inc. (―Price Associates‖) serves as investment adviser with power to direct investments and/or
sole power to vote the securities. For purposes of the reporting requirements of the Exchange Act, Price Associates is deemed to
be a beneficial owner of such securities; however, Price Associates disclaims beneficial ownership of such securities.

(6) Based on information contained in a Schedule 13G/A, reflecting stock ownership information as of December 31, 2011, which
was filed by this stockholder pursuant to Section 13, on February 14, 2012 reporting beneficial ownership of 15,390,932 shares
of Common Stock consisting of no shares as to which it has sole voting power, 10,779,245 shares as to which it has shared
voting power and 15,390,932 shares as to which it has shared dispositive power.

(7) Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2011, which was
filed by this stockholder pursuant to Section 13, on February 8, 2012 reporting beneficial ownership of 15,376,300 shares of
Common Stock consisting of 15,376,300 shares as to which it has sole voting power and 15,376,300 shares as to which it has
sole dispositive power. According to such filing, the stockholder disclaims beneficial ownership of the shares pursuant to Rule
13d-4 of the Exchange Act.

(8) Based on information contained in a Schedule 13G, reflecting stock ownership information as of December 31, 2011, which was
filed by this stockholder pursuant to Section 13, on February 10, 2012 reporting beneficial ownership of 14,378,178 shares of
Common Stock consisting of 371,099 shares as to which it has sole voting power, no shares as to which it has shared voting
power, 14,007,079 shares as to which it has sole dispositive power and 371,099 shares as to which it has shared dispositive
power.

(9) Consists of 64,704 shares held directly, 8,644 shares held in a family trust, 20 shares held by Mr. Gianos’ son and 78,000 shares

issuable upon exercise of options.

(10) Consists of 55,912 shares held directly, 864,065 shares issuable upon exercise of options and 18,833 shares issuable upon
settlement of RSUs, which represents vesting of 1/3 of the performance-based RSUs based on 100% performance achievement.
Actual amounts for the performance-based RSUs will be determined in June 2012 by the Compensation Committee.

(11) Consists of 12,341 shares held in a family trust and 54,000 shares issuable upon exercise of options.
(12) Consists of 10,169 shares held directly and 61,500 shares issuable upon exercise of options.
(13) Consists of 32,000 shares held directly, 16,269 held in a family trust and 78,000 shares issuable upon exercise of options.
(14) Consists of 5,400 shares held in a family trust and 51,000 shares issuable upon exercise of options. Does not include 16,268

shares that are vested but not settled pursuant to a pre-arranged deferral program.

(15) Consists of 5,214 shares held in a family trust.
(16) Consists of 20,569 shares held directly, 750 shares held by Mr. Turner’s spouse and 36,000 shares issuable upon exercise of

options.

(17) Consists of 3,128 shares held directly, 2,986 shares held in joint tenancy and 72,000 shares issuable upon exercise of options.

Does not include 7,625 shares that are vested but not settled pursuant to a pre-arranged deferral program.

(18) Consists of 33,620 shares held in a family trust, 526,250 shares issuable upon exercise of options and 7,167 shares issuable upon
settlement of RSUs, which represents vesting of 1/3 of the performance-based RSUs based on 100% performance achievement.
Actual amounts for the performance-based RSUs will be determined in June 2012 by the Compensation Committee.

(19) Consists of 9,636 shares held directly, 285,000 shares issuable upon exercise of options and 5,000 shares issuable upon
settlement of RSUs, and 7,167 shares issuable upon settlement of RSUs, which represents vesting of 1/3 of the performance-
based RSUs based on 100% performance achievement. Actual amounts for the performance-based RSUs will be determined in
June 2012 by the Compensation Committee.

(20) Consists of 3,585 shares held directly, 80,750 shares issuable upon exercise of options and 4,833 shares issuable upon settlement
of RSUs, which represents vesting of 1/3 of the performance-based RSUs based on 100% performance achievement. Actual
amounts for the performance-based RSUs will be determined in June 2012 by the Compensation Committee. Mr. Ratford has
notified the Company of his retirement effective July 15, 2012.

(21) Consists of 9,838 shares held directly, 211,000 shares issuable upon exercise of options and 4,833 shares issuable upon
settlement of RSUs, which represents vesting of 1/3 of the performance-based RSUs based on 100% performance achievement.
Actual amounts for the performance-based RSUs will be determined in June 2012 by the Compensation Committee.

(22) Includes an aggregate of 3,109,178 shares issuable upon exercise of options or settlement of RSUs.

For certain information concerning our Executive Officers, see ―Executive Officers of the Registrant‖ in Item 1 of Part I of our
Form 10-K.

EXECUTIVE COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS

This section of the proxy statement explains our compensation programs in general, and how they operate with respect to our named
executive officers in particular. This year, our ―named executive officers‖ are our CEO, CFO and the three most highly compensated
executive officers serving at the end of fiscal 2012, as follows:

Jon A. Olson, Senior Vice President, Finance and Chief Financial Officer

• Moshe N. Gavrielov, President and Chief Executive Officer
•
• Victor Peng, Senior Vice President, Programmable Platforms Group
• Vincent F. Ratford, Senior Vice President, Worldwide Marketing and Business Development
•

Frank A. Tornaghi, Senior Vice President, Worldwide Sales

Overview

Financial Performance for Fiscal 2012

In fiscal 2012, Xilinx had a very successful year despite the challenging economic conditions that continued to impact the
semiconductor industry. Increased research and development investment contributed to decreased profitability during the year, but
enabled the Company to introduce an unprecedented number of new products on the 28-nm node. Additionally Xilinx gained market
share on the 40-nm node, reported record operating cash flow, and delivered robust returns to our stockholders as measured by total
stockholder return and total dollars invested in the stock buyback and dividend programs. We ended the year with $1.9 billion in cash
and short-term investments. The following represents some of the major financial highlights of our Company in fiscal 2012:

Cash flow from operations totaled $827 million, as compared to $724 million in fiscal 2011

•
• We introduced a record number of 28-nm product offerings and gained market share in our 40-nm node
•

Cost reduction efforts contributed to incremental gross margin improvement in each consecutive quarter of fiscal 2012,
enabling the Company to report a record gross margin in the fourth quarter of 66.4%
• We returned $220 million in cash to our stockholders through our stock buyback program
• We increased our dividend by $0.03 per diluted share, bringing our total quarterly dividend to $0.22 per diluted share, the

•

largest in our Company’s history
Our stock price closed at $36.48 in fiscal 2012, as compared to $32.15 in fiscal 2011, representing a 13% increase year
over year
Our total stockholder return on an annualized basis over the prior 1-, 3-, and 5-year periods was 16.09%, 26.29%, and
9.84%, respectively

Our strong fiscal 2012 performance and game changing technological advances were critical factors in determining overall
compensation for fiscal 2012. We believe that a compensation program designed around performance metrics is instrumental in
helping us achieve strong financial performance and competitive advantage.

Fiscal 2012 Key Compensation Actions

In keeping with our pay-for-performance philosophy, compensation awarded to the named executive officers for fiscal 2012 reflected
our strong financial results and critical strategic advancements:

•

Pay Mix. We provide our named executive officers with three primary elements of pay: base salary, incentive cash
compensation and long-term equity compensation. The performance-based incentives, consisting of incentive cash
compensation and equity compensation, together constitute the largest portion of potential compensation for the named
executive officers. The following charts show the pay mix for (i) our CEO, and (ii) all other named executive officers, for
fiscal 2012:

The percentages above were calculated using base salary, incentive cash compensation, grant date fair value of equity awards (not
cash actually received), and all other compensation as reported in the Summary Compensation Table.

•

Incentive Cash Compensation. We paid bonuses consistent with our financial results and individual performance goals set
for each named executive officer. As discussed below, our 2012 Executive Incentive Plan (the ―2012 Incentive Plan‖) was
designed around the achievement under three components: operating profit, revenue growth and individual performance.
With respect to the operating profit component, the Company exceeded the targets in both the first and second half of
fiscal 2012 resulting in 130% and 120% payouts, respectively. The payouts to the named executive officers (other than
our CEO) under the individual performance component ranged from 95% to 115% of target for the first half of the fiscal
year and from 95% to 120% of target for the second half of the fiscal year. The payout to Mr. Gavrielov, our CEO, under
the individual performance component was 120% of target, which was measured annually rather than semi-annually. The
Company did not meet its revenue growth component and therefore no bonus was paid for that performance metric. The
following table shows the annual performance achievement as a percentage of target by our named executive officers
under the 2012 Incentive Plan:

Name
Moshe N. Gavrielov
Jon A. Olson
Victor Peng
Vincent F. Ratford
Frank A. Tornaghi

Total Incentive Award
as % of Target
97.50
96.25
91.28
89.97
84.99

Long-Term Equity Incentive Compensation. In fiscal 2012, in lieu of granting stock options to our named executive
officers, the Compensation Committee granted restricted stock units (RSUs). The RSUs granted were comprised of a mix
of performance-based RSUs (60%) and time-based RSUs (40%) in fiscal 2012. The Compensation Committee believed
that a portion of the RSUs should be specifically tied to performance requirements in line with our business strategy to
align pay with performance and that a portion of the RSUs should be time-based to provide a strong retention tool for our
executives.

Impact of 2011 Shareholder Advisory Vote on Executive Compensation

In August 2011, we conducted a non-binding advisory vote on the compensation of our named executive officers, commonly referred
to as a ―say on pay‖ vote, at our Annual Meeting of Stockholders. Our stockholders overwhelmingly approved the compensation of
the named executive officers, with approximately 88% of stockholder votes cast in favor of our executive compensation program.

As the Compensation Committee evaluated our executive compensation policies and practices throughout fiscal 2012, it was mindful
of the strong support our stockholders expressed for our compensation philosophy and objectives. Although the Company made a
slight change in its long-term equity incentive compensation philosophy by granting a mix of time-based and performance-based
RSUs in lieu of stock options in fiscal 2012, the Compensation Committee believes that its general approach to executive
compensation remains the same, with an emphasis on incentive compensation that rewards our most senior executives when they
deliver value for our stockholders as evidenced by the granting of the performance-based RSUs.

Consistent with the recommendation of the Board of Directors and the preference of our stockholders as reflected in the advisory vote
on the frequency of future say on pay votes conducted at our Annual Meeting of Stockholders, the Board of Directors has adopted a
policy providing for an annual advisory vote on the compensation of our named executive officers.

Role of the Compensation Committee
The Compensation Committee, in consultation with the Company’s CEO, is responsible for establishing the Company’s compensation
and benefits philosophy and strategy. The Compensation Committee also oversees the general compensation policies of the Company
and sets specific compensation levels for corporate officers, including the named executive officers. The Compensation Committee,
together with the Board, evaluates the CEO’s performance and starting in fiscal 2013, the Compensation Committee will determine
CEO compensation. In determining compensation strategy, the Compensation Committee reviews market competitive data (described
below) to ensure that the Company is able to attract, motivate, reward and retain quality employees, including the named executive
officers. The Compensation Committee has the authority to engage its own independent advisors to assist in carrying out its
responsibility and has done so, as described below, but may not delegate its authority to such advisors.

Compensation Consultant
In fiscal 2012, the Compensation Committee continued to retain the services of Semler Brossy Consulting Group LLC (―Semler
Brossy‖) to act as its independent compensation consultant. Semler Brossy reported directly to the Compensation Committee and not
to management. Semler Brossy provided the Compensation Committee with general advice on compensation matters, including
reviewing the composition of the peer group, providing compensation data related to executives at the selected companies in the peer
group and providing advice on our executive officers’ compensation generally. In fiscal 2012, the Compensation Committee met
regularly in executive session with its independent compensation consultant without management present. Semler Brossy did not
provide any additional services to the Company other than the services for which it was retained by the Compensation Committee.
The Company pays the cost for Semler Brossy’s services.

Compensation Philosophy and Objectives
The primary objectives of the Compensation Committee with respect to determining executive compensation are to attract, motivate
and retain talented employees and to align executives’ interests with those of stockholders, with the ultimate objective of improving
stockholder value. It is the philosophy of the Compensation Committee that the best way to achieve this is to align executives’
compensation with their level of performance, thereby compensating executives on a ―pay for performance‖ basis.

To achieve these objectives, the Compensation Committee has implemented and oversees compensation plans that tie a significant
portion of executives’ overall compensation to our financial performance, including operating profit, revenue growth, our share of
revenue and the trading price of our Common Stock. Overall, the total compensation opportunity is intended to create an executive
compensation program which is competitive with comparable companies. The comparable companies considered by the
Compensation Committee are described more fully below.

For fiscal 2012, the Compensation Committee approved the 2012 Incentive Plan, which is described in greater detail below.
Compensation under the 2012 Incentive Plan varied with our financial performance during the fiscal year. Bonus payments to
executives corresponded with the Company’s performance during the fiscal year, as well as with their individual performance. This
design was intended to accomplish the Company’s goal of aligning executives’ interests with those of stockholders by encouraging the
executives to work diligently toward the success of the Company, and to reward, as appropriate, achievement of semi-annual and
annual objectives.

In addition to the 2012 Incentive Plan, the Company further seeks to advance its objective of aligning executives’ interests with the
interests of stockholders through its 2007 Equity Plan. The purpose of the 2007 Equity Plan is to promote the success of our business
by encouraging equity ownership in the Company. In particular, the 2007 Equity Plan provides officers with incentive to exert
maximum effort toward the success of the Company and to participate in such success through acquisition and retention of our
Common Stock.

Procedural Approaches to Accomplish Compensation Objectives
The Compensation Committee believes that the executive compensation provided by the Company to its executives, including the
named executive officers, should include both cash and stock-based compensation that rewards performance as measured against
established goals.

Peer Group Data. To aid in its periodic examination and determination of executive compensation, the Compensation Committee
retained the services of Radford Surveys + Consulting (―Radford‖) to provide the Radford Global Technology Survey to assist in
setting executive compensation. In our survey of market data, we focused on companies meeting all or some of the following criteria:
(i) they operate in a similar industry as the Company; (ii) they are of roughly similar size (as measured by revenues and aggregate
market capitalization) as the Company; (iii) they have growth expectations similar to those of the Company; and (iv) they are
companies against whom the Company competes for talent. For fiscal 2012, the Compensation Committee considered the following
peer group companies:

• Advanced Micro Devices, Inc.

• Altera Corporation

• Analog Devices, Inc.

• Atmel Corporation

• Broadcom Corporation

• Cadence Design Systems, Inc.

• Cypress Semiconductor Corporation

• Fairchild Semiconductor

International, Inc.

• KLA-Tencor Corporation

• LAM Research Corporation

• Linear Technology Corporation

• LSI Corporation

• Marvell Technology Ltd.

• Maxim Integrated Products, Inc.

• Microchip Technology Inc.

• National Semiconductor Corporation

•

Novellus Systems Inc.

Nvidia Corporation

ON Semiconductor Corporation

Sandisk Corporation

Synopsys, Inc.

There was no change to the peer group companies for fiscal 2012 as compared to fiscal 2011 because the composition of the peer
group remained relevant, as they continued to compete for similar end markets as well as meeting the criteria enumerated above. Data
on the compensation practices of the above-mentioned peer group is generally gathered through searches of publicly available
information, including publicly available databases. Peer group data is gathered with respect to base salary, bonus targets and equity
awards. The Radford survey reflects more current information than the information found through publicly available sources. In fiscal
2012, except for National Semiconductor Corporation which was acquired by Texas Instruments during the fiscal year, all of the peer
group companies identified above participated in the Radford survey. The Compensation Committee reviews the Radford survey and
publicly available information of compensation offered by the applicable market comparables. While the Compensation Committee
reviews the external market data, it does not target any specific pay percentile within those companies for purposes of setting cash and
equity compensation levels. Rather, the Compensation Committee uses the peer group information merely as a guide to determine
whether we are generally competitive in the market.

CEO Evaluation and Compensation Determination. The Compensation Committee, together with the Board, annually reviews the
performance of the CEO in light of the goals and objectives of the Company’s executive compensation plans, and approves CEO
compensation. The review of the performance and compensation of the CEO and all other named executive officers is conducted
annually during the period commencing on or about the middle of May which is called our ―Focal Review Period.‖ The Compensation
Committee uses objective data from peer group companies to assist in determining the compensation of the CEO, and compares the
data to competitive ranges following statistical analysis and review of subjective policies and practices, including assessment of the
CEO’s achievements, and a review of compensation paid to CEOs of the peer group companies. In determining the long-term
incentive component of the CEO’s compensation, the Compensation Committee considers all relevant factors, including the
Company’s performance and relative stockholder return, the value of similar awards to CEOs of the peer group companies, the awards
given to the CEO in prior years, and formal feedback from the independent directors. To provide further assurance of independence,
the Compensation Committee’s independent compensation consultant, Semler Brossy, provides its recommendation for CEO
compensation. The compensation consultant prepares analyses showing competitive CEO compensation among the peer group for the
individual elements of compensation and total direct compensation. Then, it provides the Compensation Committee with a range of
recommendations for any change in the CEO’s base salary, annual incentive target, equity grant value, and equity mix. The
recommendations take into account the peer group competitive pay analysis, expected future pay trends, and importantly, the position
of the CEO in relation to other senior executives and proposed pay actions for all key employees of the Company. The range allows
the Compensation Committee to exercise its discretion based on the CEO’s individual performance and other factors.

In fiscal 2012, no change was made to Mr. Gavrielov’s base salary or target bonus percentage, however, the individual performance
component of Mr. Gavrielov’s incentive cash compensation was changed to be set, evaluated and paid on an annual basis rather than a
semi-annual basis because the Board believed it would be more appropriate to measure CEO performance against annual performance
goals rather than shorter semi-annual goals.

Evaluation of Other Named Executive Officers and Compensation Determination. The CEO works with the Compensation
Committee in establishing the Company’s compensation and benefits philosophy and strategy for its executives and also makes specific
recommendations to the Compensation Committee with respect to the individual compensation for each of the executive officers,
including the named executive officers other than himself. With respect to the named executive officers, the Compensation Committee
annually reviews, with the CEO, the executives’ performance in light of the goals and objectives of the Company, and approves their
compensation. The Compensation Committee also considers all relevant factors in approving the level of such compensation, including
each executive officer’s performance during the year, specifically an officer’s accomplishments, areas of strength and areas for
development, the executive’s scope of responsibility and contributions to the Company, and the executive’s experience and tenure in the
position. During the Focal Review Period, the CEO and members of the Company’s human resources department evaluate each named
executive officer’s performance during the year based on the CEO’s knowledge of each named executive officer’s performance,
individual self-assessment and feedback provided by the named executive officer’s peers and direct reports. The CEO also reviews
compensation data gathered from Radford as well as from publicly available information such as SEC filings and identifies trends and
competitive factors to consider in adjusting compensation levels of the named executive officers. The CEO then makes a recommendation
to the Compensation Committee as to each element of each named executive officer’s compensation.

Compensation Components
Our executive compensation is divided into the following components: base salary, incentive cash compensation, and long-term equity
incentive compensation. The following table summarizes these elements of compensation:

Compensation
Element
Base Salary

Objectives
Provides a fixed, baseline level of compensation for
services rendered during the fiscal year.

Performance-Based
Incentive Cash
Compensation

Rewards participants for achieving or exceeding
corporate and individual performance objectives and
serves to compensate, attract and retain highly
qualified executives.

Long-Term Equity
Incentive
Compensation

Establishes a corporate culture that supports strong
long-term corporate performance by encouraging our
named executive officers to take a long-term outlook.

Provides an important retention tool for named
executive officers to the extent that equity awards are
subject to vesting over an extended period of time.

Key Features
Fixed cash compensation is based on scope of
responsibility, breadth of knowledge, experience and
tenure in the position and individual performance.

In addition, in determining base salaries for executive
officers, we review the base salaries being paid to
executive officers in comparable positions in our peer
group companies and conduct an internal review of
the executive’s compensation, both individually and
relative to other executive officers.

The incentive cash bonus is calculated as a percentage
of the named executive officer’s annual base salary.
Cash incentive awards are payable based on the
achievement of pre-established corporate objectives,
including revenue growth, operating profit, and
individual performance goals. The operating profit
component and individual performance component
are paid on a semi-annual basis for all named
executive officers except the CEO whose operating
profit component is paid on a semi-annual basis but
whose individual performance is paid on an annual
basis. The revenue growth component is paid on an
annual basis for all named executive officers.

and

have

leadership

technology

performance-based RSUs

several
The
performance-based components, including share of
revenue,
quality
leadership. The number of performance-based RSUs
earned is dependent on the level of achievement
under these performance metrics, aligning pay with
performance. Following determination of the number
of performance-based RSUs earned, the RSUs will be
vesting. The
subject
performance-based RSUs will vest in three annual
equal installments, starting one year from the date of
grant.

time-based

further

The time-based RSUs vest in one lump sum on the
third anniversary from the date of grant.

Base Salary. In May 2011, as part of the annual Focal Review Period, the Compensation Committee reviewed the base salaries of our
named executive officers focusing on the competitiveness of salaries. Based on comparing current salaries to the base salary levels at
the companies in our peer group, as well as considering the roles and responsibilities and potential performance of the named
executive officers, the Compensation Committee increased the base salaries of Messrs. Olson, Peng, Ratford and Tornaghi by $10,000
each for fiscal 2012. The base salary increases were effective July 1, 2011. Mr. Gavrielov, our CEO, did not receive an increase in his
base salary in fiscal 2012.

Incentive Cash Compensation. In fiscal 2012, the Compensation Committee adopted the 2012 Incentive Plan. The bonus target for
our CEO was 110% of his annual base salary, unchanged from fiscal 2011. The bonus target for all other named executive officers
was 75% of their annual base salaries, unchanged from fiscal 2011. Under the 2012 Incentive Plan, the cash bonuses for the named
executive officers were determined using three different components, each with a different weighting: (1) the Company’s operating
profit as a percentage of revenue determined in accordance with U.S. Generally Accepted Accounting Principles, or GAAP (the ―OP
Component‖), but excluding payments under the Company’s non-sales incentive plans and other unusual charges, weighted at 30%;
(2) the Company’s annual revenue growth (the ―Growth Component‖), weighted at 20%; and (3) the individual performance
component (the ―Individual Performance Component‖) based on individual performance goals pertaining to such officer’s position
and responsibilities, weighted at 50%. The OP Component and Individual Performance Component are paid on a semi-annual basis

and the Growth Component is paid on an annual basis, except for Mr. Gavrielov, our CEO, whose OP Component is paid on a semi-
annual basis but whose Individual Performance Component and Growth Component are paid on an annual basis.

For fiscal 2012 as compared to fiscal 2011, the Compensation Committee removed the share of revenue component (market-share
metric) as a performance objective for awards under the 2012 Incentive Plan and added it as a performance metric under the new
performance-based RSU program. As a result, the weighting of the different components has been revised to increase the weighting of
the Individual Performance Component by 10%. Bonus targets and timing of payments for all our named executive officers remained
the same in fiscal 2012 except that the Compensation Committee determined that for fiscal 2012 with respect to Mr. Gavrielov, his
individual performance goals should be set, measured and paid annually rather than semi-annually.

For the first half of fiscal 2012, the Company exceeded the operating profit objective resulting in a 130% payout under the OP
Component for the first half of fiscal 2012. Payouts to the named executive officers (other than our CEO) under the Individual
Performance Component for the first half of the fiscal year ranged from 108% to 124% of target. In the second half of the fiscal year,
the Company met its operating profit objective, resulting in a 120% payout under the OP Component. In the second half of the fiscal
year, the payouts to the named executive officers (other than our CEO) under the Individual Performance Component ranged from
95% to 125% of target. The payout to Mr. Gavrielov, our CEO, under the Individual Performance Component was 120% of target,
which was measured annually rather than semi-annually. The Company did not meet its revenue growth component and therefore no
bonus was paid for that performance metric. The following table shows the annual performance achievement as a percentage of target
by our named executive officers under the 2012 Incentive Plan:

Name
Moshe N. Gavrielov
Jon A. Olson
Victor Peng
Vincent F. Ratford
Frank A. Tornaghi

Total Incentive Award
as % of Target
97.50
96.25
91.28
89.97
84.99

Each component is described in more detail below under the sections entitled ―Operating Profit Component,‖ ―Revenue Growth
Component,‖ and ―Individual Performance Component.‖

Operating Profit Component. The OP Component is designed to measure and reward improvements in the Company’s operating
profit. The goal in the OP Component is to continually manage and reduce costs and enhance profitability. For purposes of the 2012
Incentive Plan, the OP Component is calculated on a semi-annual basis using the financial results for the fiscal six-month period. The
operating profit percentage used in the OP Component, and referred to in the discussion below, excludes expenses related to bonus
payments made under the Company’s non-sales incentive compensation plans and other non-recurring adjustments or expenses that
are not associated with currently planned or on-going business operations such as litigation expenses and restructuring expenses. In
connection with the calculation of the OP Component for the first half of fiscal 2012, the Compensation Committee exercised its
discretion to exclude a restructuring charge, not to exceed $6 million, incurred by the Company as a result of a reduction in force in its
Albuquerque, New Mexico and San Jose, California offices in July 2011. In connection with the calculation of the OP Component for
the second half of fiscal 2012, the Compensation Committee exercised its discretion to exclude accounting charges related to a
potential judgment or settlement in a litigation matter.

The OP Component is subject to a threshold range for any payout and contains a multiplier that increases payout under this component
depending on Company performance. For fiscal 2012, the operating margin percentage targets remained unchanged from fiscal 2011
as described in the table below:

Operating Profit Margin
(FY2012)
<13%
13%
20%
27%

OP Component
Multiplier
0
20%
30%
100%

Once the Company reached 13% operating profit, then the OP Component multiplier (―the OP Component Multiplier‖) would equal
20%. The OP Component Multiplier remained at 20% for each percentage point increase in operating profit until the Company
achieved 20% operating profit. Once the Company’s operating profit reached 20%, then the OP Component Multiplier increases by
10% for each percentage point increase over 20% operating profit until the Company reaches 27% operating profit. The Company
would then pay 100% of the OP Component of the target bonus for operating profit between 27% and 29%. Thereafter, the OP
Component Multiplier increases by 10% for each percentage point increase of operating profit over 29%. There was no cap in the OP
Component in fiscal 2012, but the payout scale above 100% is linear, increasing 10% for each percentage point of operating margin.
The calculation for determining the OP Component Multiplier for fiscal 2012 is set forth in the table below and demonstrates that the
Company’s operating profit exceeded target in the first and second half of the fiscal year.

The calculations below of the OP Component Multiplier for the semi-annual periods are based on actual fiscal 2012 Company
performance.

Period
First Half
Second Half

OP Component Multipliers

Actual
Company OP Component
32%
31%

OP Component
Multiplier
1.3
1.2

For purposes of calculating the earnings for the OP Component, the Company used each executive’s earnings for the calendar six-
month period corresponding to the fiscal six-month period minus any unpaid days off.

The Total Target OP Component for the year was determined by the following formula:

OP Component Multiplier x OP Component Weighting (30%) x Annual Earnings = Total Target OP Component

However, the OP Component was paid semi-annually. Therefore, the semi-annual target OP Component payout for each semi-annual
period was determined by the following formula:

OP Component Multiplier x OP Component Weighting (30%) x Semi-Annual Earnings = Semi-Annual OP Component

Revenue Growth Component. The Growth Component measures increases in the Company’s revenue growth year over year and
rewards increases over a certain minimum threshold. The Growth Component is measured and paid on an annual basis. In fiscal 2012,
the minimum increase in revenue growth for payment was 1%. Once the Company reached 1% revenue growth year over year, then
the Growth Component multiplier (the ―Growth Component Multiplier‖) would equal 20%. The Growth Component Multiplier
increased by 20% for each percentage point of revenue growth above 1%, and was capped at 200%.

The Growth Component for the year was determined by the following formula:

Bonus % x Growth Component Weighting (20%) x Annual Salary = Total Target Growth Component

In fiscal 2012, the Company did not meet its revenue growth component and therefore no bonus was paid for that performance metric.

Individual Performance Component. Under the Individual Performance Component, for each performance period, each named
executive officer received up to a maximum of ten individual goals, each with a weighting depending on the value of the goal. The
threshold payment for any payout under the Individual Performance Component is 50% overall achievement and the maximum
performance is capped at 150%.

Each individual goal under the Individual Performance Component was (1) directly related to the Company’s business objectives and
(2) corresponded to such executive’s position and responsibilities at the Company. The management goals for the named executive
officers related to the broader corporate goals within the following categories:

•

Product objectives. Goals related to product innovation and development, product quality and product schedules fell
within this category.
Sales and marketing objectives. Goals related to design wins, marketing strategies and product launches fell within this
category.

• Operational objectives. Goals related to fiscal discipline, cost reductions, business efficiencies and profitability fell within

this category.

• Organizational objectives. Goals related to the implementation of employee performance and compensation programs,

succession planning and compliance fell within this category.

The Total Target Individual Performance Component was determined by the following formula:

Bonus % x Individual Performance Component Weighting (50%) x Annual Salary = Total Target Individual Performance Component

However, the Individual Performance Component was paid semi-annually for all named executive officers except the CEO. Therefore,
the semi-annual target Individual Performance Component for each semi-annual period for all named executive officers except the
CEO was determined by the following formula:

Bonus % x Individual Performance Component Weighting (50%) x Semi-Annual Salary = Semi-Annual Individual Performance
Component

For all named executive officers other than the CEO, the CEO, in consultation with each executive, assigned a weight to each goal
which was measured in proportion to how that goal corresponded to the importance of the business objective involved. At the end of
each semi-annual period, the executive was responsible for self-assessing his or her achievement of each goal on a scale of 0%
achievement to 150% achievement. The CEO then reviewed the executive’s performance and the executive’s self assessment, adjusted
the scoring up or down based on his review, and then recommended to the Compensation Committee the appropriate multiplier, on a
scale of 0% to 150%, corresponding to the level of the executive’s achievement.

For the CEO, the Compensation Committee, in consultation with the CEO, set forth each of the CEO’s goals, which were measured in
proportion to the importance of that goal to the business. At the end of the annual period, the CEO self-assessed his achievement of
each goal on the same 0% to 150% scale and submitted the self-assessment to the Compensation Committee. These goals were then
reviewed, discussed and approved by the Board.

The Total Target Individual Performance Component for the CEO was determined by the following formula:

Bonus % x Individual Performance Component Weighting (50%) x Annual Salary = Total Target CEO Individual Performance
Component

The table below reflects a hypothetical example of how particular goals would be weighted based on their achievement level, resulting
in the calculation of the Individual Performance Multiplier for an individual executive participating in the plan.

INDIVIDUAL PERFORMANCE COMPONENT MULTIPLIER (EXAMPLE ONLY)

Goal
#1
#2
#3
#4
Individual Performance Multiplier

Weighting
20%
30%
30%
20%

Achievement Level
100%
50%
100%
150%

Multiplier
20%
15%
30%
30%
95%

Following the CEO’s assessment and recommendation, the Compensation Committee reviews and approves the multiplier and semi-
annual payout for each named executive officer for each semi-annual period. With respect to the CEO, the Compensation Committee
reviewed the CEO’s self-assessment and made their own assessment of his performance at the end of the annual period. The
Compensation Committee then recommended to the Board of Directors, and the Board of Directors reviewed and approved, the
multiplier and annual payout for the CEO. In assessing the CEO’s achievements and approving his compensation, the Compensation
Committee and the Board of Directors considered his achievements within a broader set of expectations including strategic leadership,
organizational quality and effectiveness, management abilities and responsiveness to economic conditions.

The specific goals for each named executive officer under the Individual Performance Component are discussed in the footnotes to the
table below. The target and actual bonus amounts for fiscal 2012 for our named executive officers, based on the achievement against
the financial goals (as discussed above) and achievement against the individual performance goals (as discussed in the footnotes
below) were as follows:

Bonus Actually Paid ($)

Named Executive
Officer
Moshe N. Gavrielov
Jon A. Olson
Victor Peng
Vincent F. Ratford
Frank A. Tornaghi

Base Salary
($)
700,000
467,500
407,500
367,500
367,500

Target
Bonus
($)
770,000
350,625
305,625
275,625
275,625

First Half
Financial
Metrics ($)
150,150
68,006
59,231
53,381
53,381

First Half
Individual
Performance
($)

—
100,266 (2)
72,141 (4)
75,281 (6)
65,016 (8)

Second Half
Financial
Metrics
($)
138,600
63,450
55,350
49,950
49,950

Second Half
Individual
Performance
($)
462,000 (1)
105,750 (3)
92,250 (5)
69,375 (7)
65,906 (9)

Total Bonus
Actually
Paid
($)
750,750
337,472
278,972
247,987
234,253

Annual
Target as
Percentage
of Base
Salary (%)
110
75
75
75
75

Bonuses
Actually
Paid as
Percentage
of Base
Salary (%)
107
72
68
67
64

(1) Represents the actual bonus paid to Mr. Gavrielov for fiscal 2012 based on achievement against his specific individual
performance goals. For fiscal 2012, Mr. Gavrielov earned 120% of his target bonus attributable to the Individual Performance
Component by successfully: (1) meeting product delivery goals, product development goals, and achieving sales targets,
(2) assessing and presenting to the Board a fabrication strategy and product and portfolio strategy to increase revenue and
market share, and (3) exhibiting strategic leadership through organization cohesiveness, nurturing a performance-based culture,
responding to a changing market and economic environment, developing and retaining a strong management team, and
successfully managing the Company’s relationship with its stockholders.

(2) Represents the actual bonus paid to Mr. Olson for the first half of fiscal 2012 based on achievement against his specific
individual performance goals. For the first half of fiscal 2012, Mr. Olson earned 115% of his target bonus attributable to the

Individual Performance Component by successfully: (1) driving the Company’s efforts on gross margin improvements and
lowering the Company’s days of inventory, (2) implementing various programs to improve the Company’s controls and
processes, (3) assessing the Company’s corporate development activities, including evaluating the Company’s integration
efforts and developing a strategic plan, and (4) designing an action plan to respond and communicate results of employee
survey.

(3) Represents the actual bonus paid to Mr. Olson for the second half of fiscal 2012 based on achievement against his specific
individual performance goals. For the second half of fiscal 2012, Mr. Olson earned 120% of his target bonus attributable to the
Individual Performance Component by successfully: (1) driving the Company’s efforts on gross margin improvements,
(2) implementing various programs to improve the Company’s controls and processes, (3) completing strategic business and
financial goals, and (4) designing an action plan to respond and communicate results of employee survey.

(4) Represents the actual bonus paid to Mr. Peng for the first half of fiscal 2012 based on achievement against his specific
individual performance goals. For the first half of fiscal 2012, Mr. Peng earned 95% of his target bonus attributable to the
Individual Performance Component by successfully: (1) meeting product delivery and production goals, (2) releasing certain
software development tools and next generation products on time, (3) achieving gross margin goals, and (4) designing an action
plan to respond and communicate results of employee survey.

(5) Represents the actual bonus paid to Mr. Peng for the second half of fiscal 2012 based on achievement against his specific
individual performance goals. For the second half of fiscal 2012, Mr. Peng earned 120% of his target bonus attributable to the
Individual Performance Component by successfully: (1) releasing next generation software development tools on time,
(2) meeting product delivery and production goals, (3) achieving gross margin goals, and (4) designing an action plan to respond
and communicate results of employee survey.

(6) Represents the actual bonus paid to Mr. Ratford for the first half of fiscal 2012 based on achievement against his specific
individual performance goals. For the first half of fiscal 2012, Mr. Ratford earned 110% of his target bonus attributable to the
Individual Performance Component by successfully: (1) executing on the Company’s marketing plan, (2) executing on the
Company product planning goals, (3) implementing the Company’s design win software, (4) achieving gross margin goals, and
(5) designing an action plan to respond and communicate results of employee survey.

(7) Represents the actual bonus paid to Mr. Ratford for the second half of fiscal 2012 based on achievement against his specific
individual performance goals. For the second half of fiscal 2012, Mr. Ratford earned 100% of his target bonus attributable to the
Individual Performance Component by successfully: (1) executing on the Company’s marketing plan, (2) executing on the
Company product planning goals, (3) implementing the Company design win software, (4) achieving gross margin goals, and
(5) designing an action plan to respond and communicate results of employee survey.

(8) Represents the actual bonus paid to Mr. Tornaghi for the first half of fiscal 2012 based on achievement against his specific
individual performance goals. For the first half of fiscal 2012, Mr. Tornaghi earned 95% of his target bonus attributable to the
Individual Performance Component by successfully: (1) achieving design win goals for certain product lines, (2) increasing
growth in certain customer accounts, and (3) achieving gross margin goals.

(9) Represents the actual bonus paid to Mr. Tornaghi for the second half of fiscal 2012 based on achievement against his specific
individual performance goals. For the second half of fiscal 2012, Mr. Tornaghi earned 95% of his target bonus attributable to the
Individual Performance Component by successfully: (1) achieving design win goals for certain product lines, (2) increasing
growth in major customer accounts, (3) achieving gross margin goals, and (4) designing an action plan to respond and
communicate results of employee survey.

Calculation of Payouts for Named Executive Officers. Except for the CEO, to determine the semi-annual payment for the first half of
the fiscal year, the OP Component Multiplier and the Individual Performance Component Multiplier were multiplied by their
respective weights and added together to compile a semi-annual multiplier (the ―Semi-Annual Multiplier‖). The calculation of the
Semi-Annual Multiplier was as follows:

(Bonus % x OP Component Weighting (30%) x OP Component Multiplier) + (Bonus % x Individual Performance Component
Weighting (50%) x Individual Performance Component Multiplier) = Semi-Annual Multiplier

The Semi-Annual Multiplier for the semi-annual period was then applied to the named executive officer’s salary earned during the
first half of the fiscal year.

To determine the semi-annual payment for the CEO for the first half of the fiscal year, the OP Component Multiplier is multiplied by
its component weight and then applied to the CEO’s base salary for the first half of the year. The calculation does not include the
Individual Performance Component Multiplier since that is evaluated and paid on an annual basis for the CEO.

To determine the payment for all named executive officers for the second half of the fiscal year, including the CEO, the calculation is
a follows:

The Annual Multiplier for the annual period was then applied to the named executive officer’s salary earned during the second half of
the fiscal year.

Long-Term Equity Incentive Compensation. The Compensation Committee regularly monitors the environment in which the
Company operates and makes changes to our equity program as necessary to help us meet our goals, including achieving long-term
stockholder value and attracting, motivating and retaining talent. In fiscal 2012, in response to a changing environment, the
Compensation Committee granted a mix of performance-based RSUs and time-based RSUs to the named executive officers. This was
a change from fiscal 2011, when the Compensation Committee had generally granted stock options to the named executive officers.
The Compensation Committee believed that RSUs would better align the executives’ interests with the stockholders’ interests. The
RSUs provide a stronger retention tool for our executives as compared to a stock option which is unpredictable during turbulent
economic times. Additionally, the higher value of RSUs allows us to issue fewer shares of our Common Stock thereby reducing
dilution to our stockholders.

For fiscal 2012, the mix of RSUs was as follows: 40% are time-based RSUs and 60% are performance-based RSUs with additional
time-based vesting. The Compensation Committee believed that a portion of the RSUs should be specifically tied to performance
requirements in line with our business strategy to align pay with performance but that a portion should also be time-based to provide a
retention tool for the Company. The basis of determining the number of RSUs granted (viewed in the aggregate by value) was based
on individual performance, peer group data, the pay mix between cash compensation and equity compensation, the equity mix
between options and RSUs, and the Compensation Committee’s assessment of the retention value of existing and new equity grants.
Additionally, further differentiation was made between the named executive officers based on competitive peer group data for their
respective positions and the Compensation Committee’s assessment of each executive’s potential future contributions to the Company.

Time-Based RSUs. Time-based RSUs were subject to vesting based on the executive’s continued service with us but not subject to
performance vesting criteria. These time-based RSUs vest in one lump sum on the third anniversary from the date of grant, thereby
promoting retention. The named executive officers, as well as all other Section 16 officers, must retain half of the shares of Company
stock derived from awards of time-based restricted stock units until their respective stock ownership requirements are met.

Performance-Based RSUs. In fiscal 2012, the Compensation Committee granted our named executive officers performance-based
RSUs based upon its fundamental belief that performance should continue to be a significant factor in our overall equity compensation
program. The amount of the performance-based RSUs that become earned will be based on a one-year performance cycle as
determined subsequent to the end of the Company’s fiscal year. The number of earned performance-based RSUs may increase with
overachievement of the performance goals and may decrease for underachievement of the performance goals, including no
performance-based RSUs being earned. The maximum number of performance-based RSUs that may be earned is 150% of the target
number of performance-based RSUs. Following a determination by the Compensation Committee of the number of performance-
based RSUs earned based on the achievement of the applicable performance goals, such earned RSUs will be subject to further time-
based vesting in equal installments on each of the three anniversaries of the grant date, which for performance-based RSUs granted in
fiscal 2012, will be July 5 of each of 2012, 2013 and 2014.

The performance period for the performance-based RSUs is the Company’s fiscal year. Following the end of the fiscal year, the
performance goals are evaluated and the degree of achievement, between 0—150%, is determined. This data is presented to the
Compensation Committee and after reviewing the results, they certify the degree of goal accomplishment. It is anticipated that the
analysis of actual performance against performance-based components (share of revenue, technology leadership and quality
leadership) will be completed by the Compensation Committee in June and the amount of the awards will be certified at that time.
That certification determines the total number of RSUs to be issued pursuant to each award. The first 33.3% of the total number of
RSUs subject to an award vests on the one year anniversary of the date of grant or July 2012. The remaining 66.7% of the unvested
shares (as determined based on results from the one-year performance period) are subject to time-based vesting and shall vest in equal
annual installments over the following two years on the anniversary of the date of grant, or July 2013 and July 2014. The performance
components applicable to the 2012 performance-based RSUs consist of the following: share of revenue component (―SOR
Component‖), weighted at 20% which is designed to measure and reward increases in the Company’s share of revenue as compared to
specified competitors; technology leadership component (―Technology Component‖), weighted at 50% which measures the leadership
of the Company’s product portfolio; and quality leadership component (―Quality Component‖), weighted at 30%, which measures the
quality of the Company’s products from both a customer and internal controls perspective.

The following table sets forth the number of performance-based RSUs (based on target-level achievement) and time-based RSUs
awarded to each of our named executive officers in fiscal 2012, based on the considerations described above:

Name
Moshe N. Gavrielov
Jon A. Olson
Victor Peng
Vincent F. Ratford
Frank A. Tornaghi

Performance-
Based RSUs(1)
(assuming
100% of target)
56,500
21,500
21,500
14,500
14,500

Time-
Based
RSUs
38,000
14,500
14,500
9,500
9,500

(1) This column represents a number of performance-based RSUs for fiscal 2012 based on achievement of the performance goals at
100% of target. Actual RSUs amounts could range from 0 to 150% of target depending on the level of performance. For fiscal
2012, the RSU amounts at 150% of target would be 84,750 shares, 32,250 shares, 32,250 shares, 21,750 shares and 21,750
shares, for each of Messrs. Gavrielov, Olson, Peng, Ratford and Tornaghi, respectively.

Performance Components
The performance-based RSUs are granted subject to the terms and conditions of our 2007 Incentive Plan and applicable RSU
agreement. Performance-based RSUs consist of three performance components, as follows:

Share of Revenue Component. The SOR Component was designed to measure and reward increases in the Company’s share of
revenue as compared to certain benchmark programmable logic device (PLD) companies identified by the Compensation Committee,
which for the fiscal 2012 were Altera Corporation and Lattice Semiconductor (collectively the ―SOR Comparator Companies‖). The
SOR Component was selected as a goal because the Company sought to improve its market position relative to its chief PLD
competitors, and the Compensation Committee identified the SOR Comparator Companies as such chief competitors.

To determine the Company’s share of revenue as compared to the SOR Comparator Companies, the Company measured the actual
revenue result of the Company and the SOR Comparator Companies on an annual basis. The Company’s share of revenue (the
―Company SOR‖) is determined by dividing the Company’s total annual revenue by the annual revenue generated by the Company
and the SOR Comparator Companies during the fiscal year. The SOR Component is subject to a threshold and a multiplier that
increases the target number of shares depending on Company performance above that threshold. The SOR Component is subject to a
threshold of 50% and a maximum award of 150% of the target number of shares. If the performance score is below the threshold, no
shares will be earned. In fiscal 2012, the threshold for payout was 48.1%. If the Company reached this threshold, then the SOR
Component payout multiplier (the ―SOR Component Multiplier‖) was 50%. If the Company SOR achieved 48.2%, then the SOR
Component Multiplier increased by 50% and 100% payout would be achieved. Thereafter, the SOR Component Multiplier increased
by 25% for each one-tenth of a percentage point above 48.2%. The maximum payout was capped at 150% if the Company SOR
reached 48.4% or greater.

Technology Component. The Technology Component was designed to measure and reward significant achievements in the Company’s
technology roadmap. The Technology Component measures a number of factors in assessing the Company’s competitiveness and
status of leadership in the PLD market with respect to its portfolio of products. Such factors include, but are not limited to, use of
power, process node achievements, integration, performance of high speed transceiver technology and ease of use of software. The
Technology Component is subject to a minimum threshold of 25% and a maximum award of 150% of the target number of shares. If
the performance score is below the minimum, no shares will be earned.

Quality Component. The Quality Component was designed to measure and reward significant achievements in the quality of the
Company’s products. The Quality Component is measured by both customer experience and internal quality systems monitoring. The
Quality Component is subject to a minimum threshold of 25% and a maximum award of 150% of the target number of shares. If the
performance score is below the minimum, no shares will be earned.

Generally Available Benefit Programs. The Company also maintains generally available benefit programs in which our executives
may participate. The Company maintains the ESPP, under which generally all employees are able to purchase our Common Stock
through payroll deductions at a discounted price. We also maintain a tax-qualified 401(k) Plan for employees in the U.S., which
provides for broad-based employee participation. The Company has established a matching program pursuant to which the Company
will match up to 50% of the first 8% of an employee’s compensation that the employee contributed to their 401(k) account. For
calendar year 2009 and beyond, the maximum Company contribution per calendar year is $4,500 per employee. We also provide a
―true-up‖ for participants who did not receive their maximum matching contribution during a 401(k) plan year as a result of meeting
their contribution limits early in the year. The Company makes a matching contribution to help attract and retain employees and to
provide an additional incentive for our employees to save for their retirement in a tax-favored manner.

The Company also offers a number of other benefits to the named executive officers pursuant to benefits programs that provide for
broad-based employee participation which includes medical, dental and vision insurance, disability insurance, various other insurance
programs, health and dependent care flexible spending accounts, educational assistance, employee assistance and certain other
benefits. The terms of these benefits are essentially the same for all eligible employees.

The Company also maintains an unfunded, nonqualified deferred compensation plan which allows eligible participants, including
executive officers and members of the Board, to voluntarily defer receipt of a portion or all of their salary, cash bonus payment or
directorship fees, as the case may be, until the date or dates elected by the participants, thereby allowing the participating employees
and directors to defer taxation on such amounts. Refer to the section below entitled ―Deferred Compensation Plan‖ for more
information about this benefit plan. The Company does not maintain a ―SERP‖ or similar defined benefit deferred compensation plan
for any of its employees.

Consistent with our compensation philosophy, we intend to continue to maintain market-competitive benefits for all employees,
including our named executive officers, provided, however, that the Compensation Committee may revise, amend, or add to the
officer’s executive benefits and perquisites if it deems advisable in order to remain competitive with comparable companies and/or to
retain individuals who are critical to the Company. We believe the benefits and perquisites we offer are currently at competitive levels
with comparable companies. We do not provide any other perquisites to our named executive officers that are not made available to
other employees.

Fiscal 2013 Compensation Actions
On May 10, 2012, the Compensation Committee approved an executive incentive plan for fiscal 2013 (the ―2013 Incentive Plan‖).
The 2013 Incentive Plan provides for a cash bonus calculated as a percentage of the executive officer’s base salary. Except with
respect to Mr. Gavrielov’s bonus target, there was no change to bonus targets from fiscal 2012. For fiscal 2013, the bonus target for
the CEO was increased from 110% to 125% of his base salary, and the bonus targets for all other executive officers range from 60% to
75% of their respective base salaries, depending on their position. The 2013 Incentive Plan has an operating profit component, revenue
growth component and individual performance component, similar to the 2012 Incentive Plan. The 2013 Incentive Plan components
are weighted as follows: the operating profit component, weighted at 30%, the revenue growth component, weighted at 30%, and the
individual performance component, weighted at 40%. In addition, in fiscal 2013, the Compensation Committee added a cap on the
bonus payout to the operating profit component of 200%. For all the named executive officers except the CEO, the operating profit
component and individual performance component are paid on a semi-annual basis and the revenue growth component is paid on an
annual basis. For the CEO, the operating profit component is paid on a semi-annual basis, but the individual performance component
and the revenue growth component are paid on an annual basis. The 2013 Incentive Plan is effective for fiscal 2013. For fiscal 2013,
based on comparing base salary levels at the companies in our peer group, as well as considering the roles and responsibilities and
potential performance of the named executive officers, the Compensation Committee increased the base salaries of the named
executive officers such that the new base salaries for the named executive officers will be as follows: Mr. Gavrielov, $750,000,
Mr. Olson, $480,000, Mr. Peng, $470,000 and Mr. Tornaghi, $385,000. Mr. Ratford will be retiring effective July 15, 2012. The base
salary increases will be effective on July 1, 2012.

Employment and Separation Agreements with Named Executive Officers
Employment Letter Agreements with Moshe N. Gavrielov and Jon A. Olson. The Company maintains employment letter agreements
with Messrs. Gavrielov and Olson. Mr. Gavrielov’s employment letter agreement, entered into with Mr. Gavrielov on January 4, 2008,
entitles him to certain payments and benefits in the event his employment is terminated at any time due to disability or other than for
cause, or if Mr. Gavrielov voluntarily terminates his employment for good reason. This arrangement with Mr. Gavrielov was entered
into with him as a part of an arm’s length negotiation with the Compensation Committee when Mr. Gavrielov joined the Company.

The employment letter agreement that we entered into with Mr. Olson on June 2, 2005, and amended on February 14, 2008, provides
Mr. Olson with certain payments and benefits in the event he is terminated without cause within one year following a change in
control of the Company. This arrangement was entered into with Mr. Olson to retain Mr. Olson and ensure his cooperation with and
continued commitment to the success of the Company.

A description of the terms of Messrs. Gavrielov’s and Olson’s employment letter agreements, and a quantification of the potential
payments and benefits under these agreements, are provided below in the section entitled ―Potential Payments Upon Termination or
Change in Control.‖

Equity Grant Procedures and Guidelines
We have conducted an internal review of our equity granting procedures to ensure that our procedures satisfy both our objectives and
all applicable compliance requirements. To this end, the Company has adopted written procedures for the grant of equity awards. With
respect to grants to employees and officers, including named executive officers, the Compensation Committee reserves the authority
to make grants at such time and with such terms as it deems appropriate in its discretion, subject to the terms of the 2007 Equity Plan.
Generally, grants of equity awards are made to officers based on and in connection with the annual review during the Focal Review
Period. The Compensation Committee determines individual grants to each named executive officer based on a variety of factors that

the Compensation Committee determines to be relevant and appropriate at the time of grant. These factors typically have included the
size and value of unvested equity awards held by the named executive officer, the named executive officer’s job performance, skill
set, prior experience, and time in the position, as well as external market data, internal equity, pressures to attract and retain talent,
dilutive effect of grant size and business conditions. The Compensation Committee also periodically grants equity awards at its
scheduled meetings or by unanimous written consent for new hires and promotions. Grants approved during scheduled meetings
become effective and are priced as of the date of approval or a pre-determined future date. Grants approved by unanimous written
consent become effective and are priced as of the date the last signature is obtained or as of a predetermined future date. The
Compensation Committee has made certain exceptions to these procedures in order to grant an equity award on an executive’s start
date, as it did in the case of the initial option grant to Mr. Gavrielov. The Company has not granted, nor does it intend in the future to
grant, equity awards to executives in anticipation of the release of material nonpublic information that is likely to result in changes to
the price of the Company’s Common Stock, such as a significant positive or negative earnings announcement. Similarly, the
Compensation Committee has not timed, nor does it intend in the future to time, the release of material nonpublic information based
on equity award grant dates. In any event, because equity compensation awards typically vest over three or four-year periods, the
effect of any immediate increase in the price of the Company’s Common Stock following grant is minimal.

The Board of Directors has delegated to the CEO and CFO limited authority to approve equity award grants to non-officer employees
pursuant to the terms of the 2007 Equity Plan, and subject to the provisions of pre-determined guidelines. Specifically, with respect to
non-officer employees, our annual focal awards will be granted on or about the first business day of our second fiscal quarter of each
year, and other equity awards will generally be granted on the 10th day of the month, or if such day is not a business day, the first
business day thereafter that the Company’s stock is traded. The Compensation Committee is responsible for determining and granting
all equity awards to executive officers.

Under the 2007 Equity Plan, the exercise price of options and stock appreciation rights may not be less than 100% of the closing price
of the shares underlying such options and stock appreciation rights on the date of grant.

Claw-Back Policy

The Board has adopted a policy for seeking the return (claw-back) from executive officers of compensation to the extent such amounts
were paid due to financial results that later had to be restated. The policy provides that to the extent the Board, or any Committee
thereof, and the Company, in their discretion, determine appropriate, the Company may require reimbursement of all or a portion of
any bonus, incentive payment, commission, equity-based award or other compensation granted to and received by or for an elected
officer beginning in fiscal 2009, where: (1) the compensation was predicated upon achieving certain financial results that were
subsequently the subject of a substantial restatement of Company financial statements filed with the SEC; (2) the Board (or a
Committee thereof), in its sole discretion, determines the elected officer engaged in intentional misconduct that was directly
responsible for the substantial restatement; and (3) a reduced amount of compensation would have been paid to the elected officer
based upon the restated financial results.

Stock Ownership Guidelines
We have adopted stock ownership guidelines for our officers, including the named executive officers to align more closely the
interests of our officers with those of our stockholders. In August 2011, our Board of Directors approved amendments to the stock
ownership guidelines shifting ownership requirement from a share-based model to a value-based model. Under the revised guidelines,
the CEO is required to own Company stock having a value of at least $2.5 million. Senior vice presidents who are Section 16 officers
are required to own Company stock having a value of at least $750,000 and corporate vice presidents who are Section 16 officers are
required to own Company stock having a value of at least $500,000. In addition, the CEO and all other Section 16 officers must retain
half of the shares of Company stock derived from awards of time-based restricted stock units until their respective ownership
requirements are met.

Policy Against Short Sales, Other Put-Equivalent Investment and Margin Accounts
All employees, including the named executive officers, are subject to our Insider Trading Policy. In November 2009, we amended our
Insider Trading Policy to prohibit any employee from engaging in short sales or entering into any transaction, investment or
arrangement that is intended or may be expected to increase in value on the basis of any decrease in value of any of our shares of
Common Stock (such as buying ―put‖ options). In addition, the policy prohibits any employee from holding shares of our Common
Stock in a margin account or pledging shares of our Common Stock.

Tax and Accounting Treatment of Compensation
In our review and establishment of compensation programs and payments, we consider, but do not place great emphasis on, the
anticipated accounting and tax treatment of our compensation programs. While we do consider the accounting and tax treatment, these
factors alone are not dispositive. Among other factors that receive greater consideration are the net costs to the Company and our
ability to effectively administer executive compensation arrangements which are in the short and long-term interests of stockholders.
The Compensation Committee seeks to maintain flexibility and judgment in compensating executive officers in a manner designed to

promote varying corporate goals and therefore, has not adopted a policy with respect to the tax or accounting treatment of
compensation.

It is our policy generally to qualify compensation paid to named executive officers for deductibility under Section 162(m) of the Tax
Code. Section 162(m) of the Tax Code places a limit of $1,000,000 on the amount of compensation that the Company may deduct in
any one year with respect to each of its CEO and next three most highly paid executive officers (other than its CFO, referred to in the
Tax Code as ―covered persons‖). Our stockholder-approved equity plans are qualified so that awards of stock options and performance
based RSUs under these plans may constitute performance-based compensation not subject to the limit under Section 162(m) of the
Tax Code, provided they otherwise satisfied the requirements under Section 162(m) of the Tax Code. A portion of the cash payments
we make under the 2012 Incentive Plan may not be deductible under Section 162(m) of the Tax Code. The Compensation Committee
intends to continue to evaluate the effects of the Tax Code and related U.S. Treasury regulations and the advisability of qualifying its
executive compensation for deductibility of such compensation. To maintain flexibility in compensating executive officers in a
manner designed to promote varying corporate goals, however, the Compensation Committee has not adopted a policy that all
compensation payable to a covered person must be deductible on the Company’s federal income tax returns.

We account for equity compensation paid to our employees and non-employee directors in accordance with FASB ASC Topic 718,
which requires us to estimate and record expense for each award of equity compensation over the service period of the award.

Risk Analysis of Compensation Programs
The Compensation Committee considers potential risks when reviewing and approving compensation programs. The Compensation
Committee, in cooperation with management reviewed the Company’s existing compensation programs and believes that the mix and
design of the elements of such programs does not encourage management to assume excessive risks and accordingly are not
reasonably likely to have a material adverse effect on the Company. Our programs have been balanced to focus on both short-term and
long-term financial and operational performance through prudent business judgment and appropriate, measured risk-taking.

Our incentive cash compensation program is designed to reward financial and management performance in areas considered critical to
short- and long-term success of the Company. The cash incentive plan for our named executive officers is based on a combination of
corporate financial metrics and individualized strategic goals. The financial metric component is based on multiple financial metrics
which counterbalance each other, decreasing the likelihood that executives will pursue any one metric to the detriment of overall
financial performance. The OP Component is designed to reward improvements in the Company’s operating profit and the Growth
Component is designed to measure and reward increases in the Company’s revenue growth year over year. These metrics limit the
ability of an executive to be rewarded for taking excessive risk on behalf of the Company by, for example, seeking revenue enhancing
opportunities at the expense of profitability. In addition, there are caps on bonus payments in all the components of the cash incentive
plan except for the operating profit component. The Growth Component is capped at 200% and the Individual Performance
Component is capped at 150%. The OP Component, while uncapped, may only increase linearly above 100%. These limitations and
caps eliminate the risk of uncapped cash bonus opportunities and unjustified bonus payments. Finally, the Board has also adopted a
clawback policy (as discussed above) whereby the Company would seek a return (claw-back) from executive officers of compensation
to the extent such amounts were paid due to financial results that later had to be restated. The individual strategic goals for the CEO
are reviewed and approved by the Board of Directors and the individual strategic goals for each of the named executive officers are
reviewed and approved by the CEO. Furthermore, payment for the cash incentive bonus for our named executive officers (other than
our CEO) is approved by the Compensation Committee. This multi-layer approval process in the goal-setting and payment approval
process reduces the risk of improper awards.

Our equity incentive program is designed to promote long-term performance. It contains a mix of stock options, RSUs and
performance-based RSUs. The stock options vest monthly over a period of four years. Since options generate value if the stock price
appreciates from the date of grant, this award provides incentives to promote behavior that is aligned with stockholder interests over
the long term. Time-based RSUs for employees vest annually over a four-year vesting schedule and the time-based RSUs for
executive officers vest in a lump sum on the third anniversary of the date of grant. Since restricted stock retains value even in a
depressed market, employees are usually incentivized to enhance its value. Performance-based RSUs are earned upon the attainment
of certain performance metrics therefore aligning pay with performance. The Company has also adopted stock ownership guidelines
which further aligns executives with stockholder interests and promotes long term focus on Company growth. Therefore, the
Compensation Committee believes that these equity awards do not encourage unnecessary or excessive risk taking since equity awards
are subject to long-term vesting schedules and the ultimate value of the awards is tied to the appreciation of the Company’s stock
price. This helps ensure that executives have significant value tied to long-term stock price performance.

The Company has also adopted corporate policies to encourage diligence, prudent decision-making and oversight during the goal-
setting and review process. The processes that are in place to manage and control risk include:

•

The Compensation Committee approves the OP Component. The OP Component is the same for both the executives and
non-executives in the Company and is based on the Company’s overall financial plan thereby aligning all employees
towards the same financial metrics.
The Compensation Committee sets the financial metrics at reasonable levels in light of past performance and market
conditions.

• Approval of payments under the incentive cash compensation program is subject to the approval of the Compensation

Committee.
The Compensation Committee retains discretion in administering all awards and in determining performance
achievement.

•

The Company has implemented a number of effective controls such as the Code of Conduct, a claw-back policy and quarterly sub-
certification process for all executives in order to mitigate the risk of any unethical behavior.

COMPENSATION COMMITTEE REPORT

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of
Regulation S-K with the management of the Company and, based on such review and discussion, the Compensation Committee
recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement and,
through incorporation by reference from this proxy statement, the Company’s Annual Report on Form 10-K for the fiscal year ended
March 31, 2012.

The following non-employee members of the Board participated in the review, discussions and recommendations with respect to the
compensation of the CEO.

The Compensation Committee
—J. Michael Patterson, Chairman
—Philip T. Gianos
—Elizabeth W. Vanderslice

—Philip T. Gianos
—John L. Doyle
—Jerald G. Fishman
—William G. Howard, Jr.
—J. Michael Patterson
—Albert A. Pimentel
—Marshall C. Turner
—Elizabeth W. Vanderslice

The foregoing Report of the Compensation Committee of the Board of Directors is not ―soliciting material,‖ is not deemed ―filed‖
with the SEC and is not to be incorporated by reference in any filing of Xilinx under the Securities Act of 1933, as amended (the
―Securities Act,‖) or under the Exchange Act, whether made before or after the date of this proxy statement and irrespective of any
general incorporation language in any such filing.

Summary Compensation Table
The following table provides compensation information for the named executive officers.

Name and Position
Moshe N. Gavrielov

President and Chief
Executive Officer

Jon A. Olson (3)

Senior Vice President,
Finance and Chief
Financial Officer

Victor Peng (3)

Senior Vice President,
Programmable Platforms
Group
Vincent F. Ratford

Senior Vice President,
Worldwide Marketing and
Business Development
Senior Vice President,
Worldwide Sales

Frank A. Tornaghi

Bonus
($)

Salary
($)
Year
2012 700,000 —
2011 700,000 —
2010 606,667 —
2012 467,500 —
2011 460,000 —
2010 414,000 —
2012 407,500 —
2011 400,000 —
2010 360,000 —
2012 367,500 —
2011 360,000 —
2010 324,000 —
2012 367,500 —
2011 360,000 —
2010 324,000 —

Stock
Awards (1)
($)
3,319,785
—
—
1,264,680

—
1,264,680
—
—
843,120
141,750 (4)
—
843,120
—
—

Option
Awards (1)
($)

—
2,351,650
1,969,800
—
739,090
562,800
—
638,305
506,520
—
608,507
450,240
—
537,520
450,240

Non-Equity
Incentive Plan
Compensation ($)
750,750
1,074,150
656,250
337,472

Change in
Pension Value and
Nonqualified
Deferred
Compensation
Earnings
($)

All Other
Compensation (2)
($)

—
—

8,000
—
—
5,350

3,733
4,500
2,788

2,250
6,649
—

—
—
5,183
3,900
4,500

Total
($)
4,778,535
4,125,800
3,232,717
2,075,002
1,701,348
1,304,738
1,953,940
1,456,055
1,132,669
1,458,607
1,484,207
1,023,990
1,450,056
1,269,970
1,031,865

498,525
323,438
278,972

415,500
259,500
247,987

373,950
249,750
234,253
368,550
253,125

(1) Amounts shown do not reflect compensation actually received by the named executive officer. Instead, the amounts shown
reflect the grant date fair value for stock awards granted in fiscal 2012 as determined pursuant to FASB ASC Topic 718. The
assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated Financial Statements
included in our Annual Report on Form 10-K for fiscal 2012 filed with the SEC on May 25, 2012. These compensation costs as
they relate to stock awards reflect costs associated with stock awards granted in fiscal 2012. These compensation costs as they
relate to option awards reflect option awards granted prior to fiscal 2012 in the years shown. For fiscal 2012, this includes the
following number of performance-based RSUs based on achievement at 100% of target-level performance: Mr. Gavrielov,
56,500 shares; Mr. Olson, 21,500 shares; Mr. Peng, 21,500 shares; Mr. Ratford, 14,500 shares; and Mr. Tornaghi, 14,500 shares.
Actual amounts will be determined in June 2012 by the Compensation Committee. The maximum number of performance-based
RSUs that could be earned by our named executive officers based on achievement at 150% of target-level performance is as
follows: Mr. Gavrielov, 84,750 shares; Mr. Olson, 32,250 shares; Mr. Peng, 32,250 shares; Mr. Ratford, 21,750 shares; and
Mr. Tornaghi, 21,750 shares.

(2) Unless otherwise indicated, the amounts in this column consist of Company contributions during the applicable fiscal year under
its 401(k) Plan. The Company’s 401(k) Plan includes a program that matches up to $4,500 of employee contributions calculated
on a calendar year basis. In order to provide the relevant contributions for our fiscal year, the contributions shown in the table
overlap two calendar years and may include amounts attributable to catch-up contributions.

(3) Named executive officer participates in the Company’s non-qualified deferred compensation plan. For more information about

(4)

this plan see the section below entitled ―Deferred Compensation Plan.‖
In recognition of the significant contributions made by Mr. Ratford during the year, in December 2010, in addition to his annual
focal stock grant, the Compensation Committee awarded Mr. Ratford a stock option grant for 10,000 shares and a grant of 5,000
RSUs.

Grants of Plan-Based Awards for Fiscal 2012
The following table provides information on equity and non-equity awards granted to our named executive officers during fiscal 2012.

Estimated Future Payouts
Under Non-Equity Incentive
Plan Awards(1)

Estimated Future Payouts
Under Equity Incentive Plan
Awards(3)

Grant
Date

Approval
Date

Threshold
($)

Target
($)

Maximum
($)(2)

Threshold
(#)

Target
(#)

Maximum
(#)

All Other
Stock
Awards:
Number of
Shares of
Stock or
Units
(#)(4)

All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)

7/5/11
7/5/11
—
7/5/11
7/5/11
—
7/5/11
7/5/11
—
7/5/11
7/5/11
—
7/5/11
7/5/11
—

6/7/11
6/7/11
4/29/11
6/7/11
6/7/11
4/29/11
6/7/11
6/7/11
4/29/11
6/7/11
6/7/11
4/29/11
6/7/11
6/7/11
4/29/11

—
—
0
—
—
0
—
—
0
—
—
0
—
—
0

—
—
770,000
—
—
352,500
—
—
307,500
—
—
277,500
—
—
277,500

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

—
0
—
—
0
—
—
0
—
—
0
—
—
0
—

—
56,500
—
—
21,500
—
—
21,500
—
—
14,500
—
—
14,500
—

—
84,750
—
—
32,250
—
—
32,250
—
—
21,750
—
—
21,750
—

38,000
—
—
14,500
—
—
14,500
—
—
9,500
—
—
9,500
—
—

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

Grant Date
Fair Value/
Incremental
Fair Value
of Stock
and Option
Awards
($)(5)

1,334,940
1,984,845
—
509,385
755,295
—
509,385
755,295
—
333,735
509,385
—
333,735
509,385
—

Exercise
or Base
Price of
Option
Awards
($/Sh)

—
—
—
—
—
—
—
—
—
—
—
—
—
—
—

Name

Moshe N. Gavrielov

Jon A. Olson

Victor Peng

Vincent F. Ratford

Frank A. Tornaghi

Type

RSU
PSU
EIP
RSU
PSU
EIP
RSU
PSU
EIP
RSU
PSU
EIP
RSU
PSU
EIP

(1) All actual payouts were made under the fiscal 2012 Incentive Plan and are disclosed in the Summary Compensation Table in the

column entitled ―Non-Equity Incentive Plan Compensation.‖

(2) The 2012 Incentive Plan does not provide for a limit on the maximum payout under the Operating Profit Component and

therefore a maximum payout is not calculable.

(3) Represents performance-based RSU awards granted in fiscal 2012, which become earned based on performance in fiscal 2012.
These columns show the number of performance-based RSU awards that may become earned at threshold, target and maximum
levels of performance. It is anticipated that the actual number of performance-based RSUs earned for fiscal 2012 by our named
executive officers will be determined by the Compensation Committee in June 2012. The number of these performance-based
RSUs that become earned based on such determination will be subject to further time-based vesting, as described above under
―Compensation Discussion and Analysis — Long-Term Equity Incentive Compensation – Performance-Based RSUs.‖ The
awards were granted under our 2007 Equity Plan.

(4) This column represents awards of time-based RSUs granted under our 2007 Equity Plan.
(5) Amounts in this column represent the grant date fair value of RSUs granted in fiscal 2012 calculated in accordance with FASB
ASC Topic 718. The assumptions used to calculate the value of the awards are set forth in Note 6 of the Notes to Consolidated
Financial Statements included in our Annual Report on Form 10-K for fiscal 2012 filed with the SEC on May 25, 2012.

Outstanding Equity Awards at Fiscal Year-End 2012
The following table provides information on outstanding stock options and RSUs held by the named executive officers as of
March 31, 2012.

Option Awards

Stock Awards

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)

Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable

Option
Exercise Price
($)

Grant Date

524,965
175,023
109,383
—
—

200,000
80,000
56,250
55,000
66,666
45,833
—
—

162,916
—
60,000
39,583
—
—

1,250
26,583
33,333
2,916
—
—
—

81,000
27,500
53,333
33,333
—
—

—
116,667
204,167
—
—

—
—
—
5,000
33,334
64,167
—
—

7,084
—
30,000
55,417
—
—

2,500
26,667
46,667
7,084
—
—
—

—
2,500
26,667
46,667
—
—

—
—
—
—
—

—
—
—
—
—
—
—
—

—
—
—
—
—
—

—
—
—
—
—
—
—

—
—
—
—
—
—

20.46
20.57
25.39
—
—

25.66
22.80
26.97
24.29
20.57
25.39
—
—

26.34
—
20.57
25.39
—
—

26.34
20.57
25.39
30.21
—
—
—

21.98
24.29
20.57
25.39
—
—

01/07/08
07/01/09
07/06/10
07/05/11
07/05/11

06/27/05
07/03/06
07/02/07
07/01/08
07/01/09
07/06/10
07/05/11
07/05/11

05/12/08
05/12/08
07/01/09
07/06/10
07/05/11
07/05/11

05/12/08
07/01/09
07/06/10
01/10/11
01/10/11
07/05/11
07/05/11

02/11/08
07/01/08
07/01/09
07/06/10
07/05/11
07/05/11

Market
Value
of Shares
or
Units of
Stock
That Have
Not
Vested(1)
($)

—
—
—
1,386,240
—

—
—
—
—
—
—
528,960
—

—
182,400
—
—
528,960
—

—
—
—
—
136,800
346,560
—

—
—
—
—
346,560
—

Number of
Shares or
Units of
Stock
That Have
Not
Vested
(#)

—
—
—
38,000 (5)
—

—
—
—
—
—
—
14,500 (5)
—

—
5,000 (8)
—
—
14,500 (5)
—

—
—
—
—
3,750 (8)
9,500 (5)
—

—
—
—
—
9,500 (5)
—

Option
Expiration
Date
01/07/15 (3)
07/01/16 (4)
07/06/17 (4)
—
—

06/27/15 (6)
07/03/16 (7)
07/02/14 (4)
07/01/15 (4)
07/01/16 (4)
07/06/17 (4)
—
—

05/12/15 (3)
—
07/01/16 (4)
07/06/17 (4)
—
—

05/12/15 (4)
07/01/16 (4)
07/06/17 (4)
01/10/18 (4)
—
—
—

02/11/15 (3)
07/01/15 (4)
07/01/16 (4)
07/06/17 (4)
—
—

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(2)
(#)

—
—
—
—
56,500

—
—
—
—
—
—
—
21,500

—
—
—
—
—
21,500

—
—
—
—
—
—
14,500

—
—
—
—
—
14,500

Equity
Incentive
Plan
Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested(1)
(#)

—
—
—
—
2,061,120

—
—
—
—
—
—
—
784,320

—
—
—
—
—
784,320

—
—
—
—
—
—
528,960

—
—
—
—
—
528,960

Name

Moshe N. Gavrielov

Jon A. Olson

Victor Peng

Vincent F. Ratford

Frank A. Tornaghi

(1) Market value is computed by multiplying the closing price of the Company’s stock on the last trading day of the fiscal year by
the number of shares reported in the adjacent column. The last trading day for fiscal 2012 was March 30, 2012. The closing
price of the Company’s stock on March 30, 2012 was $36.48.

(2) This is a performance-based RSU and the number of RSUs presented in this column represent achievement at a level of 100% of
target number of performance-based RSUs. It is anticipated that the Compensation Committee will review and certify the
achievement of the performance goals applicable to these awards in June 2012 and the actual number of performance-based
RSUs that become earned will be determined at that time. This number of performance-based RSUs determined to be earned
based on the achievement of the applicable performance goals will be subject to a three-year vesting period, with 33.3% vesting
on the one year anniversary of the date of grant and then 33.3% annually thereafter over the remainder of the vesting period,
subject to the executive’s continued employment with the Company.

(3) The stock option vests and becomes exercisable over a period of four years, with 25% of the shares subject to the option vesting
six years prior to the expiration date reported for such option in the table above, which is also the first anniversary of the date of
grant (the ―Initial Vesting Date‖), and the remainder of the shares vesting in equal monthly increments over the three years
following such Initial Vesting Date, subject to continued employment with the Company.

(4) The stock option vests and becomes exercisable over a period of four years, with the shares subject to the option vesting in equal
monthly increments beginning on the date seven years prior to the expiration date reported for such option in the table, subject
to continued employment with the Company.

(5) This is a time-based RSU and vests 100% in one lump sum on July 5, 2014, subject to continued employment with the

Company.

(6) The stock option vests and becomes exercisable over a period of four years, with 25% of the shares subject to the option vesting
nine years prior to the expiration date reported for such option in the table which is also the first anniversary of the date of grant
(the ―Initial Vesting Date‖), and the remainder of the shares vesting in equal monthly increments over the three years following
such Initial Vesting Date, subject to continued employment with the Company.

(7) The stock option vests and becomes exercisable over a period of four years, with the shares subject to the option vesting in equal
monthly increments beginning on the date ten years prior to the expiration date reported for such option in the table below,
subject to continued employment with the Company.

(8) This is a time-based RSU and vests in equal annual installments over a period of four years, subject to continued employment

with the Company.

Option Exercises and Stock Vested for Fiscal 2012
The following table provides information on stock option exercises and the value realized upon exercise, and all stock awards vested
and the value realized upon vesting, by the named executive officers during fiscal 2012.

Name
Moshe N. Gavrielov

Jon A. Olson

Victor Peng

Vincent F. Ratford

Frank A. Tornaghi

Option Awards

Number of
Shares Acquired
on Exercise
(#)
319,795

Value Realized on
Exercise(1)
($)
4,268,060

—

171,070

—

1,656,494

—

Stock Awards

Number of Shares
Acquired on
Vesting
(#)

Value Realized on
Vesting (1)
($)

—

5,501

5,000

2,917

2,250

—

203,840

181,250

95,923

81,731

(1) The value realized upon exercise is the product realized by multiplying the number of shares of stock by the difference between

the market value of the underlying shares on the exercise date and the exercise price applicable to the stock options.

(2) The value realized upon vesting is the product realized by multiplying the number of shares of stock by the market value of the

underlying shares on the vesting date.

Deferred Compensation Plan
The Company maintains an unfunded, nonqualified deferred compensation plan which allows our employees in director-level and
above positions, including our named executive officers, as well as our Directors, to voluntarily defer receipt of a portion or all of their
salary, cash bonus payment and/or sales incentive payment or directorship fees, as the case may be, until the earliest ―distribution
event‖ (e.g., specific date, termination of employment, death or change of control) elected by the participants or provided for by the
plan, thereby allowing the participating employees and Directors to defer taxation on such amounts. Distributions may be made in a
lump sum payment or in installments (not to exceed 15 years). This deferred compensation plan is offered in order to allow
participants to defer more compensation than they would otherwise be permitted to defer under a tax-qualified retirement plan, such as
our 401(k) Plan. Further, the Company offers the deferred compensation plan as a competitive practice to enable it to attract and retain
top talent by providing employees with an opportunity to save in a tax efficient manner.

Amounts credited to the deferred compensation plan consist only of cash compensation that has been earned and payment of which
has been timely and properly deferred by the participant. Under the deferred compensation plan, the Company is obligated to deliver
on a future date the deferred compensation credited to the relevant participant’s account, adjusted for any positive or negative notional
investment results from hypothetical investment alternatives selected by the participant under the deferred compensation plan (the
―Obligations‖). The Obligations are unsecured general obligations of the Company and rank in parity with other unsecured and
subordinated indebtedness of the Company.

In addition, the Company, acting through the Board, may make discretionary contributions to the accounts of one or more deferred
compensation plan participants. In fiscal 2012, there were no discretionary contributions made by the Company to the deferred
compensation plan accounts, and we do not guarantee minimum returns to any participant in the deferred compensation plan. We
incur only limited administration expenses to maintain the deferred compensation plan. The deferred compensation plan is evaluated
for competitiveness in the marketplace from time to time, but the level of benefits provided is not typically taken into account in
determining an executive’s overall compensation package for a particular year.

Nonqualified Deferred Compensation for Fiscal 2012
The following table provides information on non-qualified deferred compensation for the named executive officers during fiscal 2012.

Name
Moshe N. Gavrielov
Jon A. Olson
Victor Peng
Vincent F. Ratford
Frank A. Tornaghi

Executive
Contributions in
Last FY(1)
($)

Registrant
Contributions in
Last FY
($)

Aggregate
Earnings in
Last FY
($)

Aggregate
Withdrawals/
Distributions
($)

—
193,206
128,431
331,193
—

—
—
—
—
—

—
33,192
13,881
30,946
—

—
—
—
—
—

Aggregate
Balance at
Last FYE
($)

—
2,332,383
375,094
782,285
—

(1) Amounts in column consist of salary and/or bonus earned during fiscal 2012, which is also reported in the Summary

Compensation Table.

Potential Payments upon Termination or Change in Control
Certain officers of the Company receive certain acceleration of vesting as follows: options outstanding under our 1988 and 1997 Stock
Plans are credited with one year of vesting in the event an elected officer voluntarily resigns after attaining age 55 and with at least
five years of service to the Company as an elected officer. The 2007 Equity Plan does not provide for automatic acceleration of
vesting upon termination or a change in control. However, we have entered into contractual arrangements with certain executive
officers, as provided below, to provide for acceleration under certain conditions, such as certain employment terminations or a change
in control.

As described above in the section entitled ―Compensation Discussion and Analysis — Employment and Separation Agreements with
Named Executive Officers,‖ the Company maintains employment letter agreements with certain of our named executive officers. The
narrative and tables that follow describe potential payments and benefits to such executives under their existing employment letter
agreements, including payments and benefits that would be due to them in connection with the occurrence of a change in control,
assuming their employment terminated and the change in control occurred on March 30, 2012, the last business day of the Company’s
fiscal year.

Employment Letter Agreement with Moshe N. Gavrielov. Under an employment letter agreement that we entered into with
Mr. Gavrielov on January 4, 2008, if the Company terminates Mr. Gavrielov’s employment at any time due to disability or other than
for ―cause‖ or if Mr. Gavrielov voluntarily terminates his employment for ―good reason‖ (in each case, as defined in his agreement
and described below in the section entitled ―Definitions of Good Reason, Cause and Change in Control‖) then, subject to
Mr. Gavrielov’s execution of a release of claims in favor of the Company, he will be eligible for: (i) one year of his base salary,
(ii) one year of his target bonus, (iii) one year of COBRA premiums for medical and dental insurance, (iv) a pro rata portion of his
bonus for the fiscal year during which his employment was terminated, and (v) 24 months accelerated vesting of all equity grants
received from the Company prior to his termination of employment.

Potential Payments upon Termination of Mr. Gavrielov’s Employment. Under his employment agreement, Mr. Gavrielov will
receive certain compensation in the event we terminate his employment, as set forth above. Assuming the Company terminated
Mr. Gavrielov without cause on March 30, 2012, Mr. Gavrielov would have received the following severance benefits under his
employment agreement: (i) a lump sum payment of $700,000, consisting of his annual base salary for fiscal 2012; (ii) a lump sum
payment of $770,000, consisting of his target bonus for fiscal 2012; (iii) Company paid COBRA coverage for 12 months valued at
$25,013; (iv) a lump sum payment of $523,600, consisting of a pro rata portion of his bonus for fiscal 2012; and (v) accelerated
vesting of stock options to purchase an aggregate of 277,084 shares of our Common Stock, consisting of 24 months’ acceleration; and
(vi) accelerated vesting of 37,667 performance-based RSUs, which is equal to 24 months’ acceleration (assuming 100% of target of
performance-based RSUs). Based on the difference between the weighted average exercise price of the options and $36.48, the closing
price of our Common Stock on March 30, 2012, the net value of the accelerated options would be $3,564,906 and the net value of
these performance-based RSUs would be $1,374,080. The table below calculates all payments to be made to Mr. Gavrielov in
connection with such termination:

Annual Base Salary
$700,000

Annual Target
Bonus

770,000

Pro Rata
Portion of
Target Bonus
523,600

Medical and
Dental
Insurance

25,013

Value of
Options
$3,564,906

Value of
RSUs
1,374,080

Total
$6,957,599

Employment Letter Agreement with Jon A. Olson. Under an employment letter agreement that we entered into with Mr. Olson on
June 2, 2005, and amended on February 14, 2008, in the event the Company experiences a ―change in control‖ and Mr. Olson is
terminated without ―cause‖ (in each case, as defined in his agreement and described below in the section entitled ―Definitions of Good
Reason, Cause and Change in Control‖) within one year of such change in control of the Company, and subject to Mr. Olson’s
execution of a release of claims in favor of the Company, he will be eligible for one year of each of: (i) his base salary, (ii) his target
bonus, (iii) COBRA premium for medical and dental insurance and (iv) accelerated vesting of equity grants received from the
Company prior to such termination of employment.

Potential Payments upon Change in Control and Termination of Mr. Olson’s Employment. Under his employment agreement,
Mr. Olson will receive certain compensation as set forth above. Assuming the Company had experienced a change in control and
Mr. Olson’s employment had terminated without cause on March 30, 2012, Mr. Olson would have received the following severance
benefits under his employment agreement: (i) a lump sum payment of $467,500, consisting of his annual base salary for fiscal 2012;
(ii) a lump sum payment of approximately $350,625, consisting of his target bonus for fiscal 2012; (iii) Company paid COBRA
coverage for 12 months valued at $25,013; (iv) accelerated vesting of stock options to purchase an aggregate of 55,000 shares of
Common Stock that were in-the-money as of March 30, 2012, which vesting is equal to one year of acceleration; and (v) accelerated
vesting of 7,167 performance-based RSUs (assuming 100% of target of performance-based RSUs), which is equal to one year of
acceleration. Based on the difference between the weighted average exercise price of the options and $36.48, the closing price of our
Common Stock on March 30, 2012, the net value of the accelerated stock options would be $733,200 and the net value of the
accelerated performance-based RSUs would be $261,440. The table below calculates all payments to be made to Mr. Olson in
connection with such termination:

Annual Base Salary
$467,500

Annual Target
Bonus
$ 350,625

Medical and
Dental
Insurance
$ 25,013

Value of
Options
$ 733,200

Value of
RSUs
$ 261,440

Total
$1,837,778

Definitions of Good Reason, Cause and Change in Control. Under Mr. Gavrielov’s employment letter agreement, the following
events would constitute ―Good Reason‖: (i) a reduction of 10% or more in his base compensation, target bonus opportunity or
guaranteed bonus; (ii) a material reduction in his authority, duties or responsibilities; (iii) his no longer being CEO; or (iv) a relocation
of the Company’s headquarters outside of the San Francisco Bay Area; provided that Mr. Gavrielov has given the Company notice of,
and the Company has failed to cure, the event giving rise to Good Reason and Mr. Gavrielov’s employment terminates within six
months of the occurrence of such event.

―Cause‖ under Mr. Gavrielov’s employment letter agreement includes: (i) continued neglect of, or willful failure or misconduct in the
performance of, his duties; (ii) a material breach of the Company’s Proprietary Information and Inventions Agreement, Code of
Conduct or other policies; (iii) fraud, embezzlement or material misappropriation; (iv) conviction of, or entry of a plea of no contest or
nolo contendere, to a felony; or (v) any continued willful and wrongful act or omission that materially injures the financial condition
or business reputation of the Company and its subsidiaries; subject in certain of the above cases to applicable notice and cure periods.

The Company will have ―Cause‖ to terminate Mr. Olson’s employment if he: (i) engages in financial fraud or embezzles property of
the Company or any of its subsidiaries; (ii) fails to pay an obligation owed to the Company; (iii) breaches a fiduciary duty or
deliberately disregards Company policies, which results in loss to the Company; (iv) engages in any activity for any competitor of the
Company or any of its subsidiaries; (v) discloses any confidential information or trade secret, or engages in the theft of any trade
secret, of the Company or any of its subsidiaries; or (vi) violates securities, antitrust, unfair competition or other laws or otherwise
engages in conduct that puts the Company or any of its subsidiaries at substantial risk of violating such laws.

A ―Change in Control‖ will be deemed to have occurred under Mr. Olson’s agreement in the event: (i) any person or group acquires
more than 50% of the fair market value or voting power of the Company’s shares (however, if any one person or more than one person
acting as a group, is considered to own more than 50% of the total fair market value or total voting power of the shares of Common
Stock of the Company, then the acquisition of additional shares by that person or persons will not be considered to cause a ―Change in
Control‖); (ii) a change in the majority of the members of the board of directors during any 12-month period unless such change is
endorsed by a majority of the board members serving prior to the change; or (iii) any person or group acquires all or substantially all
of the assets of the Company.

Other than those described above, none of the other named executive officers have severance or change in control agreements with the
Company. The Company has not provided any named executive officer with a gross-up or other reimbursement for tax amounts the
named executive officer might be required to pay pursuant to Section 280G, or any related section, of the Tax Code.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

The Audit Committee oversees the Company’s financial reporting process on behalf of the Board. It assists the Board in fulfilling its
oversight responsibilities to the stockholders relating to the Company’s financial statements and the financial reporting process, the
systems of internal accounting and financial controls, and the audit process. While the Audit Committee sets the overall corporate tone
for quality financial reporting, management has the primary responsibility for the preparation, presentation and integrity of the
Company’s financial statements and implementation of the reporting process including the systems of internal controls and procedures
designed to reasonably assure compliance with accounting standards, applicable laws and regulations. In accordance with the law, the
Audit Committee has ultimate authority and responsibility to select, compensate, evaluate and, when appropriate, replace the
Company’s independent auditors. The Charter of the Audit Committee can be found at www.investor.xilinx.com under ―Corporate
Governance.‖

The Company’s external auditors, Ernst & Young LLP, are responsible for performing an independent audit of the Company’s
consolidated financial statements in accordance with generally accepted auditing standards and expressing opinions on the conformity
of the Company’s audited financial statements to generally accepted accounting principles in the United States and the effectiveness of
the Company’s internal control over financial reporting. In carrying out its responsibilities, the Audit Committee has the power to
retain outside counsel or other experts and is empowered to investigate any matter with full access to all books, records, facilities and
personnel of the Company. The Audit Committee members are not professional accountants or auditors, and their functions are not
intended to duplicate or certify the activities of management and the independent auditors.

In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited consolidated financial statements for the fiscal
year ended March 31, 2012 with management and Ernst & Young LLP, including a discussion of the quality, not just the acceptability,
of the accounting principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial statements. The
Audit Committee also discussed with Ernst & Young LLP, matters required to be discussed by Statement on Auditing Standards
No. 61 as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting
Oversight Board (PCAOB) in Rule 3200T. In addition, the Audit Committee has received and reviewed the written disclosures and the
letter from Ernst & Young LLP required by applicable requirements of the PCAOB regarding the independent accountant’s
communications with the audit committee concerning independence, and has discussed with them their independence from the
Company and its management.

The Audit Committee reviewed and discussed with management its assessment and report on the effectiveness of the Company’s
internal control over financial reporting as of March 31, 2012. The Audit Committee has also reviewed and discussed with Ernst &
Young LLP its audit of and report on the Company’s internal control over financial reporting. The Company published these reports in
its Annual Report on Form 10-K for the fiscal year ended March 31, 2012.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial
statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2012 for filing with the
SEC.

The foregoing Report of the Audit Committee of the Board of Directors is not ―soliciting material,‖ is not deemed ―filed‖ with the
SEC and is not to be incorporated by reference in any filing of Xilinx under the Securities Act or under the Exchange Act, whether
made before or after the date of this proxy statement and irrespective of any general incorporation language in any such filing.

The Audit Committee of the Board of Directors
—John L. Doyle, Chairman
—J. Michael Patterson
—Albert A. Pimentel
—Marshall C. Turner

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of the Compensation Committee are Philip T. Gianos, J. Michael Patterson and Elizabeth W. Vanderslice. No member
of the Compensation Committee is, or was during fiscal 2012, an officer or employee of the Company or any of its subsidiaries or was
formerly an officer of the Company or any of its subsidiaries. No member of the Compensation Committee is, or was during fiscal
2012, an executive officer of another company whose board of directors has a comparable committee on which one of the Company’s
executive officers serves. For further discussion regarding transactions with related parties, see the section above entitled ―BOARD
MATTERS-Director Independence.‖

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company’s officers and Directors, and persons who own more than 10% of a
registered class of the Company’s equity securities, to file reports of ownership and changes in ownership of such securities with the
SEC. Officers, Directors and greater than 10% beneficial owners are required by applicable regulations to furnish the Company with
copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely upon a review of the copies of such reports
furnished to the Company, and written representations from certain reporting persons that no other reports were required, the
Company believes that its officers, Directors and greater-than-10% stockholders complied with all Section 16(a) filing requirements
during the 2012 fiscal year.

RELATED TRANSACTIONS
Our Audit Committee is responsible for reviewing and approving all related party transactions. Related parties include any of our
Directors or executive officers, certain of our stockholders and their immediate family members. This obligation is set forth in writing
in the Audit Committee charter. The Audit Committee reviews related party transactions due to the potential for a conflict of interest.
A conflict of interest arises when an individual’s personal interest interferes with the Company’s interests. All transactions identified
through our disclosure controls and procedures as potential related party transactions, or transactions that may create a conflict of
interest or the appearance of a conflict of interest, are brought to the attention of the Audit Committee for its review. In reviewing
related party transactions, the Audit Committee applies the standards set forth in the Company’s Code of Conduct and the Directors’
Code of Ethics which provide that Directors, officers and employees are to avoid any activity, investment or association that would
cause or even appear to cause a conflict of interest. Copies of the Audit Committee Charter, the Code of Conduct and the Directors’
Code of Ethics are available on our website at http://www.investor.xilinx.com under ―Corporate Governance.‖ For further discussion
regarding transactions with related parties, see the section above entitled ―BOARD MATTERS—Director Independence.‖

In fiscal 2011, our Audit Committee pre-approved our engagement of BlackRock, Inc. (―BlackRock‖) as an investment manager. At
the time we entered into this engagement, BlackRock was the beneficial owner of more than five percent of our outstanding common
stock and is currently a beneficial owner of more than five percent of our outstanding common stock. Xilinx paid BlackRock $253,291
in management fees during fiscal 2012.

In fiscal 2012, our Audit Committee pre-approved our engagement of JPMorgan Chase Bank, N.A. (―JPMorgan‖) as our sole
bookrunner and lead arranger for our new $250 million credit facility. At the time we entered into this engagement, JPMorgan was the
beneficial owner of more than five percent of our outstanding common stock. In connection with this transaction, Xilinx paid
JPMorgan $927,721 during fiscal 2012.

OTHER MATTERS
As reported by Analog Devices, Inc. (―ADI‖) in its Form 10-K filed on November 25, 2008, Mr. Fishman and ADI in May 2008
reached a settlement with the SEC concluding the Commission’s investigation into ADI’s stock option granting practices. Neither
Mr. Fishman nor ADI admitted or denied any of the Commission’s allegations or findings. The settlement concluded that the
appropriate grant dates made by ADI in 1998, 1999 and 2002 should have been, in two instances, one trading day earlier or later and,
in one instance, five trading days later. In connection with the settlement, ADI consented to a cease-and-desist order under
Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, paid a civil money penalty of $3,000,000, and repriced options granted
to Mr. Fishman in 1999 and 2001. Mr. Fishman consented to a cease-and-desist order under Sections 17(a)(2) and (3) of the Securities
Act, paid a civil money penalty of $1,000,000, and made a disgorgement payment of $450,000 (plus interest) with respect to options
granted in 1998.

The Company knows of no other matters to be submitted to the meeting. If any other matters properly come before the meeting, it is
the intention of the persons named in the enclosed proxy card to vote the shares they represent as the Board may recommend.

THE BOARD OF DIRECTORS
Dated: June 21, 2012

BOARD OF DIRECTORS

CORPORATE OFFICERS

CORPORATE INFORMATION

Philip T. Gianos

Chairman of the Board

Moshe N. Gavrielov

Common Stock

President and Chief Executive Officer

Xilinx’s common stock trades on the NASDAQ Global Select Market
under the symbol XLNX.

Moshe N. Gavrielov

Ivo Bolsens

President and Chief Executive Officer

John L. Doyle

Jerald G. Fishman

William G. Howard, Jr.

J. Michael Patterson

Albert A. Pimentel

Marshall C. Turner

Elizabeth W. Vanderslice

Senior Vice President and
Chief Technology Officer

Kevin J. Cooney

Corporate Vice President and
Chief Information Officer

Steven L. Glaser

Senior Vice President,
Corporate Strategy and Marketing

As of May 11, 2012, there were approximately 650 stockholders of
record. Since many holders’ shares are listed under their brokerage
firms’ names, the actual number of stockholders is estimated by us to
be over 78,000.

Dividend Information

Xilinx currently pays a quarterly common stock dividend. Please
refer to the Dividend FAQ page on www.investor.xilinx.com for more
information regarding our stock dividend program. Xilinx does not
currently offer a dividend reinvestment or direct purchase program.

Scott R. Hover-Smoot

Corporate Vice President,
General Counsel and Secretary

Marilyn Stiborek Meyer

Corporate Vice President,
Worldwide Human Resources

Jon A. Olson

Senior Vice President and
Chief Financial Officer

Victor Peng

Senior Vice President,
Programmable Platforms Group

Raja G. Petrakian

Senior Vice President,
Worldwide Operations

Krishna Rangasayee

Senior Vice President and
General Manager
Communications Business Unit

Vincent L. Tong

Senior Vice President,
Worldwide Quality and
New Product Introductions
Executive Leader, Asia Pacific

Frank A. Tornaghi

Senior Vice President,
Worldwide Sales

Twelve Month Closing Stock Price Range:

April 2011 to March 2012: $27.06 - $37.45

Transfer Agent and Registrar

Please send change of address and other correspondence to:

Computershare Trust Company, N.A.
Computershare Investor Services
P.O. Box 43078
Providence, RI 02940-3078
www.computershare.com
Phone: (781) 575-2879

Inquiries Concerning the Company

If you have questions regarding Xilinx’s operations, recent results or
historical performance, please contact:

Xilinx, Inc.
Investor Relations
2100 Logic Drive
San Jose, CA 95124
www.investor.xilinx.com
Email: ir@xilinx.com

Copies of the Xilinx Annual Report, Form 10-K and Proxy are available
to all stockholders without charge.

Independent Auditors

Ernst & Young LLP
San Jose, CA

Annual Meeting

The 2012 Xilinx Annual Meeting of Stockholders will be held on
Wednesday, August 8, 2012 at 11:00 a.m. Pacific Daylight Time at
Xilinx, Inc., 2050 Logic Drive, San Jose, CA 95124.

231223_CS_CVR_R1.indd 5

5/30/12 11:37 AM

Corporate Headquarters

Xilinx, Inc.
2100 Logic Drive
San Jose, CA 95124-3400
United States of America
Tel: (408) 559-7778

European Headquarters

Xilinx Ireland
Logic Drive
Citywest Business Campus
Saggart, County Dublin
Ireland
Tel: (353) 1-464-0311

Asia Pacific Headquarters

www.xilinx.com

Xilinx Asia Pacific Pte. Ltd.
5 Changi Business Park Vista
Singapore 486040
Tel: (65) 6407-3000

© Copyright 2012 Xilinx, Inc. Xilinx, the Xilinx logo, Artix, ISE, Kintex, Spartan, Virtex, Vivado, Zynq, 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.

7
1
5
2
N
P

231223_CS_CVR_R1.indd 6

5/30/12 11:37 AM