Xilinx
Annual Report 2016

Plain-text annual report

XILINX INC FORM 10-K (Annual Report) Filed 05/17/16 for the Period Ending 04/02/16 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 2100 LOGIC DR SAN JOSE, CA 95124 4085597778 0000743988 XLNX 3674 - Semiconductors and Related Devices Semiconductors Technology 04/01 http://www.edgar-online.com © Copyright 2016, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use. Table of Contents United StatesSecurities and Exchange CommissionWashington, D.C. 20549FORM 10-K(Mark One)þAnnual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended April 2, 2016oTransition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ___________ to ____________.Commission File Number 000-18548Xilinx, Inc.(Exact name of registrant as specified in its charter)Delaware 77-0188631(State or other jurisdiction of (I.R.S. Employerincorporation or organization) Identification No.) 2100 Logic Drive, San Jose, CA 95124(Address of principal executive offices) (Zip Code)(Registrant's telephone number, including area code) (408) 559-7778Securities registered pursuant to Section 12(b) of the Act:Title of each class Name of each exchange on which registeredCommon stock, $0.01 par value The NASDAQ Global Select MarketSecurities registered pursuant to Section 12(g) of the Act: NoneIndicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES þ NO oIndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES o NO þIndicate 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 preceding12 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 þ NOoIndicate 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 andposted 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 suchfiles). YES þ NO oIndicate 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 theregistrant'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. þIndicate 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 "largeaccelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.Large accelerated filer þ Accelerated filer o Non-accelerated filer o Smaller reporting company oIndicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o NO þThe 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 September 25, 2015 asreported on the NASDAQ Global Select Market was approximately $9,211,319,000 . Shares of common stock held by each executive officer and director and by each personwho 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 notnecessarily a conclusive determination for other purposes.As of April 25, 2016 , the registrant had approximately 253,728,000 shares of Common Stock outstanding.DOCUMENTS INCORPORATED BY REFERENCEParts of the Proxy Statement for the Registrant's Annual Meeting of Stockholders to be held on August 10, 2016 are incorporated by reference into Part III of this Annual Reporton Form 10-K. Table of ContentsXilinx, Inc.Form 10-KFor the Fiscal Year Ended April 2, 2016TABLE OF CONTENTS PART I3Item 1. Business3Item 1A. Risk Factors14Item 1B. Unresolved Staff Comments24Item 2. Properties24Item 3. Legal Proceedings24Item 4. Mine Safety Disclosures24 PART II25Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities25Item 6. Selected Financial Data27Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations28Item 7A. Quantitative and Qualitative Disclosures about Market Risk36Item 8. Financial Statements and Supplementary Data38Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75Item 9A. Controls and Procedures76Item 9B. Other Information76 PART III77Item 10. Directors, Executive Officers and Corporate Governance77Item 11. Executive Compensation77Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters77Item 13. Certain Relationships and Related Transactions, and Director Independence78Item 14. Principal Accounting Fees and Services78 PART IV79Item 15. Exhibits and Financial Statement Schedules79Signatures81 2Table of ContentsPART IFORWARD-LOOKING STATEMENTSThis 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 discussionsconcerning our development efforts, strategy, new product introductions, backlog and litigation. Forward-looking statements involve numerous known andunknown risks and uncertainties that could cause actual results to differ materially and adversely from those expressed or implied. Such risks include, but are notlimited to, those discussed throughout this document as well as in Item 1A. "Risk Factors." Often, forward-looking statements can be identified by the use offorward-looking words, such as "may," "will," "could," "should," "expect," "believe," "anticipate," "estimate," "continue," "plan," "intend," "project" and othersimilar terminology, or the negative of such terms. We disclaim any responsibility to update or revise any forward-looking statement provided in this AnnualReport or in any of our other communications for any reason.ITEM 1.BUSINESSXilinx, Inc. (Xilinx, the Company or we) designs and develops programmable devices and associated technologies, including: •integrated circuits (ICs) in the form of programmable logic devices (PLDs), including programmable System on Chips (SoCs) and three-dimensional ICs(3D ICs);•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 logicfunctions, and programmable SoCs, which combine industry standard ARM processor-based systems with programmable logic in a single device. We also designand develop 3D ICs, which consist of a combination of FPGAs, transceivers and a wide memory interface in a single package to exceed the capacity andbandwidth of monolithic devices. Our product portfolio is designed to provide high integration and quick time-to-market for electronic equipment manufacturers inend markets such as wireline and wireless communications, industrial, scientific and medical, aerospace and defense, audio, video and broadcast, consumer,automotive and test and measurement.We sell our products and services through independent domestic and foreign distributors and through direct sales to original equipment manufacturers (OEMs) andelectronic manufacturing service providers (EMS). Sales are generated by these independent distributors, independent sales representative or our direct salesorganization.Xilinx was founded and incorporated in California in February 1984. In April 1990, the Company was reincorporated in Delaware. Our corporate facilities andexecutive offices are located at 2100 Logic Drive, San Jose, California 95124, and our website address is www.xilinx.com.Industry OverviewThere are three principal types of ICs used in most digital electronic systems: processors, which generally are utilized for control and computing tasks; memorydevices, which are used for storing program instructions and data; and logic devices, which generally are used to manage the interchange and manipulation ofdigital signals within a system. Xilinx designs and develops PLDs, a type of logic device. Alternatives to PLDs may include application specific integrated circuits(ASICs) and application specific standard products (ASSPs). PLDs, ASICs and ASSPs may be utilized in many of the same types of electronic systems. However,differences in unit pricing, development cost, product performance, reliability, power consumption, capacity, features and functionality, ease of use and time-to-market determine which devices are best-suited for specific applications.3Table of ContentsPLDs have key competitive advantages over 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 implementand revise their designs quickly. In contrast, ASICs and ASSPs require significant development time and offer limited, if any, flexibility to make designchanges.•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 ofapplications. 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 costassociated with ASIC and ASSP development that is not applicable to PLD customers. This fixed cost of ASIC and ASSP development is expected to significantlyincrease on next generation technology nodes. From a total cost of development perspective, ASICs and ASSPs have generally been more cost effective when usedin 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 ableto address higher volume applications and gain market share from ASIC and ASSP suppliers as the fixed cost of ASIC and ASSP development increases on nextgeneration 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 & Data Center Wireless • 3G/4G/5G Base Stations • Wireless Backhaul Wireline • Enterprise Routers and Switches • Metro Optical Networks • Data Centers • High Performance Computing Industrial, Aerospace & Defense Industrial, Scientific and Medical • Factory Automation • Medical Imaging • Machine Vision • Augmented Reality Test and Measurement • Semiconductor Test and Measurement Equipment • ASIC Emulation and Prototyping Aerospace and Defense • Secure Communications • Avionics • Electronic Warfare and Surveillance Broadcast, Consumer & Consumer • Digital Televisions Automotive • Multifunction Printers Automotive • Infotainment Systems • Driver Information Systems • Driver Assistance Systems Audio, Video and Broadcast • Post Production Equipment • Broadcast Cameras 4Table of ContentsStrategy and CompetitionOur strategy for expansion is the displacement of ASICs and ASSPs in the development of next generation electronic systems. The costs and risks associated withapplication-specific devices can only be justified for high-volume or highly-specialized commodity products. Programmable platforms, alternatively, are becomingcritical for our customers to meet increasingly stringent product requirements - cost, power, performance and density - in a business environment characterized byincreased complexity, shrinking market windows, rapidly changing market demands, capped engineering budgets, escalating ASIC and ASSP engineering costsand 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 costand power consumption at each manufacturing process node. This enables us to provide simpler, smarter programmable platforms and design methodologiesallowing our customers to focus on innovation and differentiation of their products.Our PLDs compete in the logic IC industry, an industry that is intensely competitive and characterized by rapid technological change, increasing levels ofintegration, product obsolescence and continuous price erosion. We expect continued competition from our primary PLD competitors such as Intel Corporation(Intel), which acquired Altera Corporation (Altera), Lattice Semiconductor Corporation (Lattice) and Microsemi Corporation (Microsemi), and from ASSP vendorssuch as Broadcom Corporation (Broadcom), Marvell Technology Group, Ltd. (Marvell) and Texas Instruments Incorporated (Texas Instruments), as well as fromnew companies that may enter the traditional programmable logic market segment. In addition, we expect continued competition from the ASIC market, which hasbeen ongoing since the inception of FPGAs. 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;•ability to provide timely customer service and support; and•access to advanced packaging technology.Silicon Product OverviewA 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 moremature product families have been excluded from the table, although they continue to generate revenues. We operate and track our results in one operating segmentfor financial reporting purposes.5Table of ContentsProduct FamiliesPLDsDate IntroducedVirtex UltraScale+January 2016Kintex UltraScale+December 2015Zynq UltraScale+September 2015Virtex UltraScaleMay 2014Kintex UltraScaleNovember 2013Virtex-7June 2010Kintex-7June 2010Artix-7June 2010Zynq-7000March 2011Virtex-6February 2009Spartan-6February 2009Virtex-5May 2006See information under the caption "Results of Operations - Net Revenues" in Item 7. "Management's Discussion and Analysis of Financial Condition and Resultsof Operations" for information about our revenues from our product families. See also "Note 16. Segment Information" to our consolidated financial statementsincluded in Item 8. "Financial Information and Supplementary Data" for information regarding segments.UltraScale+ Product FamiliesThe UltraScale+ portfolio consists of three product families, and is manufactured using Taiwan Semiconductor Manufacturing Company Limited's (TSMC) 16nanometer (nm) FinFET+ process. The UltraScale+ portfolio includes FPGAs, 3D IC technology, and Multi- Processing System on a Chip (MPSoCs) products,combining new memory, 3D on 3D and multiprocessing SoC technologies.•The Zynq UltraScale+ product family represents the Company's second generation Programmable SoC family. This new family combines seven userprogrammable processors including a 64-bit quad-core ARM Cortex A53 Application Processing Unit, a 32-bit dual-core ARM Cortex R5 Real TimeProcessing Unit, and an ARM Mali 400 Graphics Processing Unit. These devices enable the development of next generation embedded vision,automotive, industrial Internet of things (IoT) and communication systems by providing significant increases in system level performance/watt and any-to-any connectivity with the security and safety required for next generation systems.•Kintex UltraScale+ devices provide a strong price/performance watt balance in a FinFET node, delivering a very cost–effective solution for high-endcapabilities including transceiver and memory interface line rates, as well as 100G connectivity cores. These devices are ideal for both packet processingand DSP-intensive functions, and are well suited for applications ranging from wireless technology to high-speed wired networking and data center.•Virtex UltraScale+ devices, which include industry-leading capabilities such as 32G Transceivers, Peripheral Component Interconnect Express (PCIe)Gen 4 integrated cores, and UltraRam on-chip memory technology, provide the required performance and integration needed for next generation datacenter, 400G and terabit wireline, test and measurement, and aerospace and defense applications.6Table of ContentsUltraScale Product FamiliesThese devices deliver an ASIC-class advantage, based on the UltraScale architecture and utilizing TSMC's 20SoC gate density process. These devices deliver nextgeneration routing, ASIC-like clocking, and enhancements to logic and fabric to eliminate interconnect bottlenecks while supporting consistent device utilization.•Kintex UltraScale FPGAs represent the Company's second generation mid-range FPGA family. These devices offer high price-performance at the lowestpower. Kintex UltraScale devices are designed to meet the requirements for the growing number of key applications including next generation wirelineand wireless communications and ultra-high definition displays and equipment.•Virtex UltraScale devices provide advanced levels of performance, system integration and bandwidth on a single chip. The largest family memberdelivers 4.4M logic cells, more than doubling Xilinx's industry's highest capacity device and delivering 50M equivalent ASIC gates. Virtex UltraScaledevices are expected to be used in the industry's most challenging applications including: 400G communication applications, high performancecomputing, surveillance and reconnaissance systems, and ASIC emulation and prototyping.28nm Product FamiliesThe 28nm product families are fabricated on a high-K metal gate, high performance and low power 28nm process technology. These product families are based ona scalable and optimized architecture, which enables design, IP portability and re-use across all families as well as provides designers the ability to achieve theappropriate combination of I/O support, performance, feature quantities, packaging and power consumption to address a wide range of applications. The 28nmproduct families include:•Virtex-7 FPGAs, including 3D ICs, are optimized for applications requiring the highest capacity, performance, DSP and serial connectivity withtransceivers operating up to 28G. Target applications include 400G and 100G line cards, high-performance computing and test and measurementapplications.•Kintex-7 FPGAs represent Xilinx's first mid-range FPGA family. These devices maximize price-performance and performance per watt. Targetapplications 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 highvolume applications such as handheld portable ultrasound devices, multi-function printers and software defined radios.•The Zynq-7000 family is the first family of Xilinx programmable SoCs. This new class of product combines an industry-standard ARM dual-core Cortex-A9 MPCore processing system with Xilinx 28nm architecture. There are five devices in the Zynq-7000 SoC family that allow designers to target costsensitive as well as high-performance applications from a single platform using industry-standard tools. These devices are designed to enable incrementalmarket opportunities in applications such as industrial motor control, driver assistance and smart surveillance systems, and smart heterogeneous wirelessnetworks.40nm and 45nm Product FamiliesThe 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-performance40nm process technology. There are three Virtex-6 families, and each is optimized to deliver different feature mixes to address a variety of markets.The latest generation in the Spartan FPGA series, the Spartan-6 FPGA family, is fabricated on a low-power 45nm process technology. The Spartan-6 family is thePLD industry's only 45nm high-volume FPGA family, consisting of 11 devices in two product families.Other Product FamiliesPrior generation Virtex families include Virtex-5, Virtex-4, Virtex-II Pro, Virtex-II, Virtex-E and the original Virtex family. Spartan family FPGAs include 90nmSpartan-3 FPGAs, the Spartan-3E family and the Spartan-3A family. Prior generation Spartan families include Spartan-IIE, Spartan-II, Spartan XL and the originalSpartan family.CPLDs operate on the lowest end of the programmable logic density spectrum. CPLDs are single-chip, nonvolatile solutions characterized by instant-on anduniversal interconnect. CPLDs combine the advantages of ultra-low power consumption with the benefits of high performance and low cost. Prior generations ofCPLDs include the CoolRunner and XC9500 product families.7Table of ContentsEasyPath FPGAs EasyPath FPGAs offer customers a fast, simple method of cost-reducing FPGA designs. EasyPath FPGAs use the same production masks and fabrication processas standard FPGAs and are tested to a specific customer application to improve yield and lower costs. As a result, EasyPath FPGAs provide customers withsignificant cost reduction when compared to the standard FPGA devices without the conversion risk, engineering effort, or the additional time required to move toan ASIC. The latest generation of EasyPath FPGAs and EasyPath-7 FPGAs provide lower total product cost of ownership for cost-reducing high performanceFPGAs.Design Platforms and ServicesProgrammable PlatformsWe 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 hardwaredesigns. Released at launch, the Base Platform is comprised of: FPGA silicon; Vivado Design Suite design environment; integration support for 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 thelogic/connectivity developer. It accomplishes this by augmenting the Base Platform with a targeted set of integrated technologies, including: higher-level designmethodologies and tools; domain-specific IP including embedded, mixed signal, video, DSP and connectivity; domain-specific development hardware andreference 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 marketssuch as automotive, consumer, aerospace and defense, communications, audio, video and broadcast, industrial, or scientific and medical, the Market-SpecificPlatform integrates both the Base and Domain-Specific Platforms with higher targeted applications elements such as IP, reference designs and boards optimized fora particular market.Design ToolsTo 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, designimplementation and design verification. In April 2012, Xilinx introduced the next-generation Vivado Design Suite designed to improve developer productivityresulting in faster design integration and implementation. The Vivado Design Suite hallmarks include an easy-to-use IP-centric design flow and significantimprovement in run times. The standards-based Vivado tools include high-level synthesis to provide a more direct flow in retargeting DSPs and general purposeprocessor designs into our FPGAs, IP Integrator to rapidly stitch together cores at higher levels of abstraction, and a new analytical place-and-route engine whichsignificantly improves run times. The Vivado Design Suite supports Xilinx 7 series FPGAs and Zynq-7000, our programmable SoCs, as well as the Ultrascale andUltrascale+ product generations.The previous generation tool suite, the ISE Design Suite, supports Xilinx 7 series FPGAs, programmable SoCs and all previous generation FPGAs, enablingcustomers 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 operate witha wide range of third-party Electronic Design Automation software point-tools offerings.In early 2015, Xilinx also introduced the SDx development environment, which will significantly expand the Xilinx user base to include the broad community ofsystems and software engineers in both existing and new markets. This innovative development environment also enables end user and third party platformdevelopers to rapidly define, integrate and verify system level solutions and provide their end customers with a customized programming environment. The SDxfamily includes the SDNet environment, which enables the easy creation of high-performance packet processing systems with high level user definedspecifications and compilation to highly optimized FPGAs; the SDAccel environment for OpenCL, C and C++ software designers focusing on data centeracceleration applications; and the SDSoC environment for All Programmable SoCs and MPSoCs.8Table of ContentsIntellectual PropertyXilinx and various third parties offer hundreds of no charge and fee-bearing IP core licenses covering Ethernet, memory controllers, Interlaken and PCIe interfaces,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 andtechnology leverage industry standards such as ARM AMBA AXI-4 interconnect technology, IP-XACT and IEEE P1735 encryption to facilitate plug-and-playFPGA design and take advantage of the large ecosystem of ARM IP developers.Development Boards, Kits and Configuration ProductsIn addition to the broad selection of legacy development boards presently offered, we have introduced a new unified board strategy that enables the creation of astandardized and coordinated set of base boards available both from Xilinx and our ecosystem vendors, all utilizing the industry-standard extensions that enablecustomization for market specific applications. Adopting this standard for all of our base boards enables the creation of a scalable and extensible deliverymechanism 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 thedevelopment 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 XilinxFPGAs. These programmable read-only memory (PROM) products support all of our FPGA devices. Third-Party AlliancesXilinx and certain third parties have developed and continue to offer a robust ecosystem of IP, boards, tools, services and support through the Xilinx allianceprogram. Xilinx also works with these third parties to promote our programmable platforms through third-party tools, IP, software, boards and design services.Engineering ServicesXilinx engineering services provide customers with engineering resources to augment their design teams and to provide expert design-specific advice. Xilinxtailors its engineering services to the needs of its customers, ranging from hands-on training to full design creation and implementation.Research and DevelopmentOur research and development (R&D) activities are primarily directed towards the design of new ICs and the development of new software design automationtools 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, Kintex and Zynq UltraScale+,Virtex & Kintex UltraScale and Artix, Kintex, Virtex & Zynq 7 Series program families. We have enhanced our IP core offerings and introduced our nextgeneration software design suite (Vivado) optimized for SDSoC, SDAccel and SDNet application development. Through process technology collaboration withour foundry suppliers along with strategic investment in EDA tools and improved design techniques, we have been the first PLD Company to ship 45nm high-volume, 28nm, 20nm and 16nm FPGA devices. Additionally, our investment in R&D has allowed us to ship the industry's first 28nm and 16nm devices withembedded ARM technology as well as the industry's first 3D IC devices on the 28nm and 20nm process nodes.We believe technical leadership and innovation are essential to our future success, and we continue to invest in our technology. In fiscal 2016 , 2015 and 2014 , ourR&D expenses were $533.9 million , $525.7 million and $492.4 million , respectively.Sales and DistributionWe sell our products to OEMs, EMS and to electronic components distributors who resell these products to OEMs and EMS.We use a dedicated global sales and marketing organization as well as independent sales representatives to generate sales. In general, we focus our direct demandcreation efforts on a limited number of key accounts. Distributors and independent sales9Table of Contentsrepresentatives create demand within the balance of our customer base in defined territories. Distributors also provide inventory, value-added services and logisticsfor 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 allcustomer orders. In such situations, distributors are the sellers of the products and as such they bear most legal and financial risks generally related to the sale ofcommercial goods, including such risks as credit loss, inventory shrinkage, theft and foreign currency fluctuations, but excluding certain indemnity and warrantyliability.In accordance with our distribution agreements and industry practice, we have granted our authorized distributors the contractual right to return certain amounts ofunsold product on a periodic basis and also receive price adjustments for unsold product in the case of a change in list prices subsequent to the initial sale. Revenuerecognition 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 April 2, 2016 and March 28, 2015 , Avnet accounted for 75% and 67% ,respectively, of our total net accounts receivable. Resale of product through Avnet accounted for 50% , 43% and 46% of our worldwide net revenues in fiscal 2016, 2015 and 2014 , respectively. We also use other regional distributors throughout the world. We believe distributors provide a cost-effective means of reaching abroad range of customers while providing efficient logistics services. Since PLDs are standard products, they do not carry many of the inventory risks posed byASICs. From time to time, we may add or terminate distributors in specific geographies, or move customers to a direct support or fulfillment model as we deemappropriate given our strategies, the level of distributor business activity and distributor performance and financial condition. See "Note 2. Summary of SignificantAccounting Policies and Concentrations of Risk" to our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data," forinformation about concentrations of credit risk and "Note 16. Segment Information" for information about our revenues from external customers and domestic andinternational operations.No end customer accounted for more than 10% of our net revenues in fiscal 2016 , 2015 or 2014 .BacklogAs of April 2, 2016 , our backlog from OEM customers and backlog from end customers reported by our distributors scheduled for delivery within the next threemonths was $289.0 million, compared to $296.0 million as of March 28, 2015 . Orders from end customers to our distributors are subject to changes in deliveryschedules or to cancellation without significant penalty. As a result, backlog from both OEM customers and end customers reported by our distributors as of anyparticular period may not be a reliable indicator of revenue for any future period.Wafer FabricationAs a fabless semiconductor company, we do not manufacture wafers used for our IC products or PROMs. Rather, we purchase our wafers from independentfoundries including TSMC, United Microelectronics Corporation (UMC) and Samsung Electronics Co., Ltd. (Samsung). TSMC manufactures the wafers for ournewest products.Precise terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductor foundries are determined byperiodic 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 continuouslyevaluate opportunities to enhance foundry relationships and/or obtain additional capacity from our main suppliers as well as other suppliers of wafers manufacturedwith leading-edge process technologies, and we adjust loadings at particular foundries to meet our business needs. Sort, Assembly and TestWafers are sorted by the foundry or independent sort subcontractors. Sorted die are assembled by subcontractors. During the assembly process, the wafers areseparated into individual die, which are then assembled into various package types. Following assembly, the packaged units are generally tested by independenttest subcontractors or by Xilinx personnel. We purchase most of our assembly services from Siliconware Precision Industries Ltd and most of our test servicesfrom King Yuan Electronics Company in Taiwan.10Table of ContentsQuality CertificationXilinx has achieved and currently maintains quality management systems certification to TL9000/ISO9001 for our facilities in San Jose, California; Longmont,Colorado; Singapore and Hyderabad, India. In addition, Xilinx achieved and currently maintains ISO 14001 and OHSAS 18001 environmental health and safetymanagement system certifications in the San Jose and Singapore locations.Intellectual Property and LicensesWhile our various proprietary intellectual property rights are important to our success, we believe our business as a whole is not materially dependent on anyparticular patent or license, or any particular group of patents or licenses. As of April 2, 2016 , we held over 3,500 issued United States (U.S.) patents, which varyin duration, and over 300 pending U.S. patent applications relating to our proprietary technology. We maintain an active program of filing for additional patents inthe areas of, but not limited to, circuits, software, IC architecture, IP cores, system design, testing methodologies and other technologies relating to our productsand 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. Thoselicenses support our continuing ability to make and sell these PLDs to our customers. We also have acquired various licenses to certain third-party proprietarysoftware, open-source software and related technologies, such as compilers, for our design tools. Continued use of such software and technology is important tothe 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, CoolRunner, ISE, Kintex, Spartan, Virtex, Vivado and Zynq. Maintaining these trademarks, and the goodwill associated with them, is important to ourbusiness. We have also obtained the rights to use certain trademarks owned by consortiums and other trademark owners that are related to our products andbusiness. We intend to continue to protect our IP rights (including, for example, patents, copyrights and trademarks) vigorously. We believe that failure to enforce ourintellectual property rights or failure to protect our trade secrets effectively could have an adverse effect on our financial condition and results of operations. Weincurred, and in the future we may continue to incur, litigation expenses to defend against claims of infringement and to enforce our intellectual property rightsagainst third parties. However, any such litigation may or may not be successful.Corporate ResponsibilityXilinx places a high level of importance on corporate responsibility. Through senior-level sponsorship, regular environmental, health and safety assessments andcompany-wide performance targets, we strive to achieve a culture that emphasizes contribution to local and global communities through a number of keyinitiatives:Company We strive to meet or exceed industry and regulatory standards for ethical business practices, product responsibility, and supplier management. All of Xilinx'sdirectors, officers and employees are required to comply not only with the letter of the laws, rules and regulations that govern the conduct of our business, but alsowith the spirit of those laws. Environment We monitor regulatory and resource trends and are committed to setting focused targets for key resources and emissions. These targets address several parameters,including product design; chemical, energy and water use; waste recycling; and emissions. As a company, we focus on reducing natural resource use, the solid andchemical waste of our operations and minimizing our overall environmental impact with regards to the communities around us and consistent with global climatechange efforts.CommunityWe are committed to growing strategic relationships with a wide range of local organizations and programs that are designed to develop and strengthencommunities located around the world. Xilinx develops local community relationships at key sites through funding and involvement that encourages activeparticipation, teamwork, and volunteerism. Xilinx supports opportunities initiated11Table of Contentsby its employees and that involve participation and empowerment of its employees. We are committed to charitable giving programs that work towards systemicchange and measurable results.Workplace We provide a safe and healthy work environment where employee diversity is embraced and opportunities for training, growth, and advancement are stronglyencouraged. The Xilinx Code of Social Responsibility outlines standards to ensure that working conditions at Xilinx are safe and that workers are treated withrespect, fairness and dignity.EmployeesAs of April 2, 2016 , we had 3,458 employees compared to 3,451 as of the end of the prior fiscal year. None of our employees are represented by a labor union. Wehave not experienced any work stoppages and believe we maintain good employee relations.Executive Officers of the RegistrantCertain information regarding the executive officers and persons chosen to become executive officers of Xilinx as of May 17, 2016 is set forth below:Name Age PositionMoshe N. Gavrielov 61 President and Chief Executive Officer (CEO)Steven L. Glaser 54 Senior Vice President, Corporate Strategy and MarketingScott R. Hover-Smoot 61 Senior Vice President, General Counsel and SecretaryJon A. Olson (1) 62 Executive Vice President and Chief Financial Officer (CFO)Victor Peng 56 Executive Vice President and General Manager of ProductsKrishna Rangasayee 47 Senior Vice President and General Manager, Global Sales andMarketsVincent L. Tong 54 Senior Vice President, Global Operations and QualityLorenzo A. Flores (2) 51 Corporate Vice President of Finance and Corporate Controller(1) Mr. Olson will retire as CFO in late May 2016 and will provide transition services to the Company through July 15, 2016.(2) Upon Mr. Olson's retirement as CFO, Mr. Flores will become Senior Vice President and CFO.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 joiningthe Company, Mr. Gavrielov served at Cadence Design Systems, Inc., an electronic design automation company, as Executive Vice President and GeneralManager of the Verification Division from April 2005 through November 2007. Mr. Gavrielov served as CEO of Verisity Ltd., an electronic design automationcompany, from March 1998 to April 2005 before its acquisition by Cadence Design Systems, Inc. Prior to joining Verisity, Mr. Gavrielov spent nearly 10 years atLSI Corporation (formerly LSI Logic Corporation), a semiconductor manufacturer, in a variety of executive management positions, including Executive VicePresident of the Products Group, Senior Vice President and General Manager of International Marketing and Sales and Senior Vice President and General Managerof LSI Logic Europe plc. Additionally, Mr. Gavrielov held various engineering and engineering management positions at Digital Equipment Corporation andNational 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 currentposition of Senior Vice President, Corporate Strategy and Marketing. Prior to joining the Company, Mr. Glaser held various senior positions in Cadence DesignSystems between April 2005 and January 2011, including Corporate Vice President of Strategic Development and Corporate Vice President of Marketing for theVerification Division. From June 2003 to April 2005, he served as Senior Vice President of Marketing at Verisity Ltd. Prior to that, Mr. Glaser held varioussenior business and technical positions at companies in the semiconductor and electronic design automation industries.12Table of ContentsScott R. Hover-Smoot joined the Company in October 2007 and currently serves as Senior Vice President, General Counsel and Secretary, a position he has heldsince May 2014. From October 2007 to May 2014, Mr. Hover-Smoot served as Corporate Vice President, General Counsel and Secretary. From November 2001 toOctober 2007, Mr. Hover-Smoot served as Regional Counsel and Director of Legal Operations with TSMC, an independent semiconductor foundry. He served asVice President and General Counsel of California Micro Devices Corporation, a provider of application-specific protection devices and display electronics devicesfrom June 1994 to November 2001. Prior to joining California Micro Devices Corporation, Mr. Hover-Smoot spent over 20 years working in law firms includingBerliner-Cohen, Flehr, Hohbach, Test, Albritton & Herbert and Lyon & Lyon.Jon A. Olson joined the Company in June 2005 and currently serves as Executive Vice President and CFO, a position he has held since May 2014. Mr. Olson willretire as CFO in late May 2016, and will remain an Executive Vice President providing transition services until July 15, 2016. From August 2006 to May 2014, Mr.Olson served as Senior Vice President, Finance and CFO. From June 2005 to August 2006, he served as Vice President, Finance and CFO. Prior to joining theCompany, Mr. Olson spent more than 25 years at Intel, a semiconductor chip maker, serving in a variety of positions, including Vice President, Finance andEnterprise Services, and Director of Finance.Victor Peng joined the Company in April 2008 and currently serves as Executive Vice President and General Manager of Products, a position he has held sinceJuly 2014. From May 2013 through April 2014, Mr. Peng served as Senior Vice President and General Manager of the Programmable Platforms Group. FromMay 2012 through April 2013, he served as Senior Vice President of the Programmable Platforms Group. From November 2008 through April 2012, he served asSenior Vice President of the Programmable Platforms Development Group. Prior to joining the Company, Mr. Peng served as Corporate Vice President, GraphicsProducts Group at Advanced Micro Devices (AMD), a provider of processing solutions, from November 2005 to April 2008. Prior to joining AMD, Mr. Pengserved in a variety of executive engineering positions at companies in the semiconductor and processor industries. Krishna Rangasayee joined the Company in July 1999 and currently serves as Senior Vice President, and General Manager, Global Sales and Markets, a positionhe has held since January 2015. Prior to that, he served in a number of key roles, including as Senior Director of Vertical Markets and Partnerships from November2005 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 ofCorporate Vice President for the same function. Mr. Rangasayee assumed the position of Corporate Vice President and General Manager, CommunicationsBusiness Unit in October 2010. Mr. Rangasayee was promoted to the position of Senior Vice President, and General Manager, Communications Business Unit inApril 2012. He became Senior Vice President, and General Manager, Market Segments and Communications Business Unit in October 2013. Prior to joiningXilinx, 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 currently serves as Senior Vice President, Global Operations and Quality, a position he has held sinceJanuary 2015, and Executive Leader, Asia Pacific since October 2011. Mr. Tong previously served as Senior Vice President, Worldwide Quality and New ProductIntroductions from June 2008 to January 2015. He has also served as Vice President, Worldwide Quality and Reliability from August 2006 to June 2008 and priorto that as Vice President of Product Technology from May 2001 to July 2006. Prior to joining the Company, Mr. Tong served in a variety of engineering andmanagement positions at Monolithic Memories, a producer of logic devices, and AMD. He holds seven U.S. patents.Lorenzo A. Flores joined the Company in September 2008 and currently serves as Corporate Vice President of Finance and Corporate Controller, a position hehas held since July 2012. From September 2008 to June 2012 he served as Vice President of Finance and Corporate Controller. Prior to joining the Company, Mr.Flores was Assistant Vice President of Financial Planning and Analysis at Cognizant Technology Solutions, served as CFO of a venture funded startup, and spentten years at Intel Corporation, a semiconductor chip maker, serving in a variety of positions, including Controller, Intel Architecture CPUs and Controller,Telecommunications and Embedded Group. Mr. Flores will become CFO upon Mr. Olson's retirement as CFO in late May 2016.13Table of ContentsAdditional InformationWe 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, quarterlyreports 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. SecuritiesExchange Act of 1934, as amended (Exchange Act) as soon as reasonably practicable after they are electronically filed with or furnished to the Securities andExchange Commission (SEC). All such filings on our investor relations website are available free of charge. Printed copies of these documents are also available tostockholders without charge, upon written request directed to Xilinx, Inc., Attn: Investor Relations, 2100 Logic Drive, San Jose, CA 95124. Further, a copy of thisAnnual 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 thePublic 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 informationstatements 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 referenceinto 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 16. Segment Information" to our consolidated financialstatements, 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 FACTORSThe following risk factors and other information included in this Annual Report on Form 10-K should be carefully considered. The risks and uncertaintiesdescribed below are not the only risks to the Company. Additional risks and uncertainties not presently known to the Company, or that the Company's managementcurrently deems immaterial, also may impair its business operations. If any of the risks described below were to occur, our business, financial condition, operatingresults 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 financialcondition 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 ofprice, density, functionality, power consumption and performance. Consolidation in our industry may increasingly mean that our competitors have greaterresources, or other synergies, that provide them with a competitive advantage in those regards. The success of new product introductions is dependent upon severalfactors, 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 28nm 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 logic;•customer acceptance of advanced features in our new products;•ability of our customers to complete their product designs and bring them to market; 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 ofproduction 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 forour 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 costreductions in the manufacture of our current products. We rely primarily on obtaining yield improvements and corresponding cost reductions in the manufacture ofexisting products, and on introducing new products that incorporate advanced features and other price/performance factors that enable us to increase revenueswhile maintaining consistent margins. To the extent that such cost reductions and new product14Table of Contentsintroductions 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 financialcondition 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 couldadversely affect our operations.Most of our wafers are manufactured in Taiwan by UMC and by TSMC for our newest products. In addition, we also have wafers manufactured in South Korea bySamsung Electronics Co., Ltd. Terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductorfoundries are determined by periodic negotiations between Xilinx and these wafer foundries, which usually result in short-term agreements that do not provide forlong-term supply or allocation commitments. We are dependent on these foundries to supply the substantial majority of our wafers. We rely on UMC, TSMC andour other foundries to produce wafers with competitive performance attributes. Therefore, the foundries, particularly TSMC who manufactures our newestproducts, must be able to transition to advanced manufacturing process technologies and increased wafer sizes, produce wafers at acceptable yields and deliverthem in a timely manner. Furthermore, we cannot guarantee that the foundries that supply our wafers will offer us competitive pricing terms or other commercialterms important to our business.We cannot guarantee that our foundries will not experience manufacturing problems, including delays in the realization of advanced manufacturing processtechnologies or difficulties due to limitations of new and existing process technologies. Furthermore, we cannot guarantee the foundries will be able to manufacturesufficient quantities of our products or that they will continue to manufacture a product for the full life of the product. In addition, weak economic conditions mayadversely 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,we may experience supply shortages due to the difficulties foundries may encounter if they must rapidly increase their production capacities from low utilizationlevels to high utilization levels because of an unexpected increase in demand. We may also experience supply shortages due to very strong demand for ourproducts and a surge in demand for semiconductors in general, which may lead to tightening of foundry capacity across the industry. The insolvency of a foundryor any significant manufacturing problem or insufficient foundry capacity would disrupt our operations and negatively impact our financial condition and results ofoperations.Earthquakes and other natural disasters could disrupt our operations and have a material adverse effect on our financial condition and results ofoperations.The independent foundries, upon which we rely to manufacture our products, as well as our California and Singapore facilities, are located in regions that aresubject to earthquakes and other natural disasters. UMC's and TSMC's foundries in Taiwan and our assembly and test partners in other regions as well as many ofour 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 disasterssuch as typhoons. Any catastrophic event in these locations will disrupt our operations, including our manufacturing activities, and our insurance may not coverlosses resulting from such disruptions of our operations. This type of disruption could result in our inability to manufacture or ship products, thereby materiallyadversely affecting our financial condition and results of operations. For example, as a result of the March 2011 earthquake in Japan, production at the Seikofoundry at Sakata was halted temporarily, impacting production of some of our older devices. In addition, suppliers of wafers and substrates were forced to haltproduction 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 couldhave a material adverse effect on our results of operations. Furthermore, natural disasters can also indirectly impact us. For example, our customers' supply ofother complimentary products may be disrupted by a natural disaster and may cause them to delay orders of our products. More vertically-integrated competitorsmay be less exposed to some or all of these and other risks.General economic conditions and any related deterioration in the global business environment could have a material adverse effect on our business,operating results and financial condition.During the past five 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 NorthAmerica, Europe and Asia. The financial condition of certain sovereign nations, particularly in Europe, is of continuing concern as the sovereign debt crisisremains unresolved. These weak economic conditions resulted in reduced customer demand and had a negative impact on our results of operations in some parts offiscal 2012 and fiscal 2013. If weak economic conditions return, there may be a number of negative effects on our business, including customers or potentialcustomers reducing or delaying orders, the insolvency of key suppliers, potentially causing production delays, the inability of customers to obtain credit, and theinsolvency of one or more15Table of Contentscustomers. Any of these effects could impact our ability to effectively manage inventory levels and collect receivables and ultimately decrease our net revenuesand 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 generallycharacterized by price erosion and weaker demand for our products. Weaker demand for our products resulting from economic conditions in the end markets weserve 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 andtimely 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, becausedemand for our products depends upon our products being designed into our end customers' products and those products achieving market acceptance. Due to thecomplexity of our customers' designs, the design to volume production process for our customers requires a substantial amount of time, frequently longer than ayear. In addition to this, other factors may affect our end customers' demand for our products, including, but not limited to, end customer program delays and theability of end customers to secure other complimentary products. We also 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 projectour inventory requirements, which could result, and in the past has resulted, in inventory write-downs or failure to meet customer product demands in a timelymanner. In addition, difficulty in forecasting revenues compromises our ability to provide forward-looking revenue and earnings guidance.If we are not able to compete successfully in our industry, our financial results and future prospects will be adversely affected.Our PLDs compete in the IC industry, an industry that is intensely competitive, continues to consolidate, and is 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(part of Intel), Lattice and Microsemi, and from new market entrants. In addition, competition from the ASIC market and from the ASSP market continues. Webelieve 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;•ability to provide timely customer service and support; and•access to advanced packaging technology.Our strategy for expansion in the logic market includes continued introduction of new product architectures that address high-volume, low-cost and low-powerapplications as well as high-performance, high-density applications. However, we may not be successful in executing this strategy. In addition, we anticipatecontinued pressure from our customers to reduce prices, which may outpace our ability to lower the cost for established products.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;16Table of Contents•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 tocompete 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 differentprogrammable technologies, and we are developing architectures, processes and products to meet these varying customer needs. Recognizing the increasingimportance of standard software solutions, we have developed common software design tools that support the full range of our IC products. We believe thatautomation 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 aspects of our oldertechnology, and we may do so in the future. Granting such rights may enable these companies to manufacture and market products that may be competitive withsome 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 asupplier of our wafers or other materials ceases or suspends operations, our supply of wafers and other materials could become limited. Such shortages raise thelikelihood of potential wafer price increases, wafer shortages or shortages in materials at production and test facilities, resulting in potential inability to addresscustomer product demands in a timely manner. For example, when certain suppliers were forced to temporarily halt production as the result of a natural disaster,this resulted in a tightening of supply for those materials. Such shortages of wafers and materials as well as increases in wafer or materials prices could adverselyaffect 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 50% of our worldwide net revenues in fiscal 2016 and as of April 2, 2016 , Avnet accounted for 75% of our totalnet accounts receivable. 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 aresubject to concentrations of credit risk in our trade accounts receivable, which includes accounts of our distributors. A significant reduction of effort by adistributor 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 adverselyaffect 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 conditionsmay adversely impact the financial health of some of these distributors, particularly our smaller distributors. This could result in the insolvency of certaindistributors, 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 andincrease our credit risk exposure. Our business could be harmed if the financial health of these distributors impairs their performance and we are unable to securealternate distributors.We are dependent on independent subcontractors for most of our assembly and test services, and unavailability or disruption of these services couldnegatively 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 withcompetitive performance and cost attributes, adequate yields or timely delivery, any disruption in assembly, test or shipment services, delays in stabilizingmanufacturing processes and ramping up volume for new products, transitions to new service providers or any other circumstance that would require us to seekalternative sources of supply, could delay shipments and have a material adverse effect on our ability to meet customer demands. In addition, unpredictableeconomic conditions may adversely impact the financial health and viability of these subcontractors and result in their insolvency or their inability to meet theircommitments to us. These factors would result in reduced net revenues and could negatively impact our financial condition and results of operations.17Table of ContentsA 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 marketsegment pricing strategies can cause our gross margins to fluctuate. In addition, forecasting our gross margins is difficult because a significant portion of ourbusiness is based on turns within the same quarter.Our inventory levels have recently been higher than historical norms due to weaker than anticipated sales and a planned increase in safety stock across newertechnologies in anticipation of future revenue growth. 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 inselling 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 currencyfluctuations could have a material adverse effect 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 anddistributors, our regional headquarters in Ireland and Singapore and an R&D site in India. Our international operations have grown because we have establishedcertain operations and administrative functions outside the U.S. Sales and operations outside of the U.S. subject us to the risks associated with conducting businessin foreign economic and regulatory environments. Our financial condition and results of operations could be adversely affected by unfavorable economicconditions in countries in which we do significant business or by changes in foreign currency exchange rates affecting those countries. We derive over one-half ofour revenues from international sales, primarily in the Asia Pacific region, Europe and Japan. Past economic weaknesses in these markets adversely affectedrevenues. 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 theU.S. dollar had no material impact to our business, increased volatility could impact our European and Japanese customers. Currency instability and volatility anddisruptions in the credit and capital markets may increase credit risks for some of our customers and may impair our customers' ability to repay existingobligations. Increased currency volatility could also positively or negatively impact our foreign-currency-denominated costs, assets and liabilities. In addition, anydevaluation of the U.S. dollar relative to other foreign currencies may increase the operating expenses of our foreign subsidiaries adversely affecting our results ofoperations. Furthermore, because we are increasingly dependent on the global economy, instability in worldwide economic environments occasioned, for example,directly or indirectly by political instability, terrorist activity, U.S. or other military actions, and international sanctions or other diplomatic actions (potentiallyincluding sanctions adopted or under consideration by the U.S. or European Union with respect to Russia or Russian individuals or businesses), could adverselyimpact economic activity and lead to a contraction of capital spending by our customers generally or in specific regions. Any or all of these factors could adverselyaffect 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, have our commercial productsassembled, packaged and tested by subcontractors located outside the U.S. and utilize third party warehouse operators to store and manage inventory levels forcertain of our products. All of these activities are subject to the uncertainties associated with international business operations, including global laws andregulations, trade barriers, economic sanctions, tax regulations, import and export regulations, duties and tariffs and other trade restrictions, changes in tradepolicies, anti-corruption laws, foreign governmental regulations, potential vulnerability of and reduced protection for IP, longer receivable collection periods anddisruptions or delays in production or shipments, any of which could have a material adverse effect on our business, financial condition and/or operating results.For example, on March 8, 2016, the U.S. Department of Commerce added ZTE Corporation to its "Entity List" and placed certain export restrictions on ZTE andits suppliers. While on March 24th, the U.S. Department of Commerce announced a temporary relief from the sanction until June 30, 2016, the announcedrestrictions could cause a material adverse affect on our business, financial condition and/or operating results. Additional factors that could adversely affect us dueto our international operations include rising oil prices and increased costs of natural resources. Moreover,18Table of Contentsour 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,warehouses, end customers and contract manufacturers who provide assembly and test services worldwide, are located. Adverse change to the circumstances orconditions 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 amaterial 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 ratemovements, changes in credit rating and financial market conditions. Global credit market disruptions and economic slowdown and uncertainty have in the pastnegatively impacted the values of various types of investment and non-investment grade securities. The global credit and capital markets may again experiencesignificant volatility and disruption due to instability in the global financial system, uncertainty related to global economic conditions and concerns regardingsovereign 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 deteriorateor 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 declinein 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 havedeclined in market value due to changes in interest rates or financial market conditions.Our failure to protect and defend our IP could impair our ability to compete effectively.We rely upon patent, copyright, trade secret, mask work and trademark laws to protect our IP. We cannot provide assurance that such IP rights can be successfullyasserted in the future or will not be invalidated, violated, circumvented or challenged. From time to time, third parties, including our competitors, have assertedagainst us patent, copyright and other IP rights to technologies that are important to us. Third parties may attempt to misappropriate our IP through electronic orother means or assert infringement claims against our indemnities or us in the future. Such assertions by third parties may result in costly litigation, indemnityclaims 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 commerciallyreasonable 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 withsales of our products. Any infringement claim, indemnification claim, or impairment or loss of use of our IP could materially adversely affect our financialcondition and results of operations.Our ability to design and introduce new products in a timely manner is dependent upon third-party IP.In the design and development of new products and product enhancements, we rely on third-party intellectual property such as software development tools andhardware testing tools. Furthermore, certain product features may rely on intellectual property acquired from third parties. The design requirements necessary tomeet future consumer demands for more features and greater functionality from semiconductor products may exceed the capabilities of the third-party intellectualproperty or development tools that are available to us. If the third-party intellectual property that we use becomes unavailable or fails to produce designs that meetconsumer demands, our business could be adversely affected.We rely on information technology (IT) systems, and failure of these systems to function properly or unauthorized access to our systems could result inbusiness disruption.We rely in part on various IT systems to manage our operations, including financial reporting, and we regularly evaluate these systems and make changes toimprove them as necessary. Consequently, we periodically implement new, or upgrade or enhance existing, operational and IT systems, procedures and controls.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 reportfinancial and management information on a timely and accurate basis. These systems are also subject to power and telecommunication outages or other generalsystem failures. Failure of our IT systems or difficulties in managing them could result in business disruption. We also may be subject to unauthorized access toour IT systems through a security breach or cyber attack. We experience cyber attacks of varying degrees on an ongoing basis. In the past there have been attemptsby 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. Third partiesmay continue to attempt to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access to our network systems. Weseek 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 andeffects. Because the techniques used to obtain unauthorized access to and sabotage our systems change frequently, we may be unable to anticipate these techniquesor to implement adequate protections. Our business could be significantly harmed, and we could be subject to third party claims in the event of such a securitybreach. Our IT systems19Table of Contentsare also linked to the IT systems of customers, suppliers, and distribution partners and those links provide critical information we use to manage our operations,including information used for financial reporting. The IT systems of our customers, suppliers, and distribution partners and the links between our IT systems andour customers are subject to the same risks as that of our IT systems. For example, in early April 2016, one of our key distribution partners implemented a newinformation system in North America, and if it cannot successfully complete that implementation, our ability to record and report financial and managementinformation on a timely and accurate basis may be compromised. 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 continuedcompliance with the Act may not operate effectively at all times and may result in a material weakness disclosure. The identification of material weaknesses ininternal control, if any, could indicate a lack of proper controls to generate accurate financial statements and could cause investors to lose confidence and our stockprice 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 abilityto retain such personnel and attract and retain other highly qualified personnel, particularly product engineers. Competition for such personnel is intense and wemay not be successful in hiring or retaining new or existing qualified personnel. From time to time we have effected restructurings which eliminate a number ofpositions. Even if such personnel are not directly affected by the restructuring effort, such terminations can have a negative impact on morale and our ability toattract 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. The amount of damages alleged incertain legal claims may be significant. For example, in December 2013, we entered into a Settlement and License Agreement with PACT XPP Technologies, AG( PACT) in which the parties agreed to dismiss with prejudice all outstanding patent litigation among us, Avnet and PACT. As part of the settlement, we agreed topay PACT a lump sum of $33.5 million. Certain other claims involving the Company are not yet resolved, including those that are discussed under Item 3. "LegalProceedings," 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 managementattention 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 resolvedagainst us in the same reporting period, we may be faced with significant monetary damages or injunctive relief against us that would materially and adverselyaffect 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 befound in existing or new products. These defects may cause us to incur significant warranty, support and repair or replacement costs, divert the attention of ourengineering personnel from our product development efforts and harm our relationships with customers. Subject to certain terms and conditions, we have agreed tocompensate certain customers for limited specified costs they actually incur in the event our hardware products experience epidemic failure. As a result, epidemicfailure and other performance problems could result in claims against us, the delay or loss of market acceptance of our products and would likely harm ourbusiness. 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 andcostly to defend. Product liability risks are particularly significant with respect to aerospace, automotive and medical applications because of the risk of seriousharm 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 ourtechnical and management personnel, and harm our business.20Table of ContentsIn 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 applyingour 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 historicalexperience, input from outside experts and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form thebasis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We also have other key accountingpolicies that are not as subjective, and therefore, their application would not require us to make estimates or judgments that are as difficult, but which neverthelesscould 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 Export Administration Regulations (EAR) and the International Traffic and Arms Regulations(ITAR) could have a material adverse effect on our financial condition and results of operations.Xilinx FPGAs and related technologies are subject to EAR, which are administered by the U.S. Department of Commerce. In addition, Xilinx may, from time totime, receive technical data from third parties that is subject to the ITAR, which are administered by the U.S. Department of State. EAR and ITAR govern theexport and re-export of these FPGAs, the transfer of related technologies, whether in the U.S. or abroad, and the provision of services. We are required to maintainan internal compliance program and security infrastructure to meet EAR and 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, securityor compliance program failures that could result in penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our productsless 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 customersare authentic and properly handled. From time to time, customers may purchase products bearing our name from the unauthorized "gray market." These partsmay be counterfeit, salvaged or re-marked parts, or parts that have been altered, mishandled, or damaged. Gray market products result in shadow inventory that isnot 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 maycompete with brokers of these discounted products, which can adversely affect demand for our products and negatively impact our margins. In addition, ourreputation with customers may be negatively impacted when gray market products bearing our name fail or are found to be substandard.The conflict minerals provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act could result in additional costs and liabilities.In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC established disclosure and reporting requirements for thosecompanies who use "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries in their products, whether or not these products aremanufactured by third parties. These requirements 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 mineralsused 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 verificationactivities. We may face reputational challenges if we are unable to sufficiently verify the origins for all minerals used in our products through the due diligenceprocess we implement. Moreover, we may encounter challenges to satisfy those customers who require that all of the components of our products are certified asconflict free.21Table of ContentsExposure to greater than anticipated income tax liabilities, changes in tax rules and regulations, changes in interpretation of tax rules and regulations, orunfavorable assessments from tax audits could affect our effective tax rates, financial condition and results of operations.We are a U.S.-based multinational company subject to tax in multiple U.S. and foreign tax jurisdictions. Our income tax obligations could be affected by manyfactors, including but not limited to changes to our corporate operating structure, intercompany arrangements and tax planning strategies. A significant portion ofour earnings are earned by our subsidiaries outside the U.S. In addition to providing for U.S. income taxes on earnings from the U.S., we provide for U.S. incometaxes on the earnings of foreign subsidiaries unless the subsidiaries' earnings are considered permanently reinvested outside the U.S. While we do not anticipatechanging our intention regarding permanently reinvested earnings, if certain foreign earnings previously treated as permanently reinvested are repatriated, therelated U.S. tax on such repatriated earnings could negatively impact our effective tax rates, financial condition and results of operations.Our income tax expense is computed based on tax rates at the time of the respective financial period. Our future effective tax rates, financial condition and resultsfrom operations could be unfavorably affected by changes in the tax rates in jurisdictions where our income is earned, by changes in the tax rules and regulations orthe interpretation of tax rules and regulations in the jurisdictions in which we do business or by changes in the valuation of our deferred tax assets.In addition, we are subject to examinations of our income tax returns by the U.S. Internal Revenue Service and other domestic and foreign tax authorities. Weregularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision for income taxes and have reserved forpotential adjustments that may result from the current examinations. There can be no assurance that the final determination of any of these examinations will nothave an adverse effect on our effective tax rates, financial position and results of operations.The conditional conversion features of our 2.625% Senior Convertible Debentures due June 15, 2017 (2017 Convertible Notes) were triggered and holdersof the 2017 Convertible Notes may elect to convert such 2017 Convertible Notes which could have a material effect on our liquidity.The 2017 Convertible Notes have conditional conversion features which were triggered in fiscal 2013. Holders of the 2017 Convertible Notes are entitled toconvert the 2017 Convertible Notes at any time during specified periods at their option. As a result of this, we were required under applicable accounting rules toreclassify all or a portion of the outstanding principal of the 2017 Convertible Notes as a current rather than long-term liability. In addition, we were required toincrease the number of shares used in our net income per share calculations to reflect the potentially dilutive impact of the conversion.If one or more holders elect to convert their 2017 Convertible Notes, we would be required to settle any converted principal through the payment of cash, whichcould adversely affect our liquidity. Considerable amounts of our common shares are available for issuance under our equity incentive plans and 2017 Convertible Notes, and significantissuances in the future may adversely impact the market price of our common shares.As of April 2, 2016 we had 2.00 billion authorized common shares, of which 253.7 million shares were outstanding. In addition, 30.3 million common shares werereserved for issuance pursuant to our equity incentive plans and Employee Stock Purchase Plan (ESPP), 20.0 million common shares were reserved for issuanceupon conversion or repurchase of the 2017 Convertible Notes and 20.5 million common shares were reserved for issuance upon exercise of warrants. Theavailability of substantial amounts of our common shares resulting from the exercise or settlement of equity awards outstanding under our equity incentive plans orthe conversion or repurchase of convertible debentures using common shares, which would be dilutive to existing stockholders, could adversely affect theprevailing 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 condition and prevent us from fulfilling our debt obligations.The aggregate amount of our consolidated indebtedness as of April 2, 2016 was $1.60 billion (principal amount), which consists of $500.0 million in aggregateprincipal amount of our 2.125% Notes due 2019 (2019 Notes), $500.0 million in aggregate principal amount of our 3.000% Notes due 2021 (2021 Notes) and$600.0 million in aggregate principal amount of our 2017 Convertible Notes. 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 otherindebtedness;22Table of Contents•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 generalbusiness 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 ouroperations, many of which are beyond our control.The agreements governing the 2019 Notes and 2021 Notes contain covenants that may adversely affect our ability to operate our business.The indentures governing the 2019 Notes and 2021 Notes contain various covenants limiting our and our subsidiaries' ability to, among other things:•create certain liens on principal property or the capital stock of certain subsidiaries;•enter into certain sale and leaseback transactions with respect to principal property; and•consolidate or merge with, or convey, transfer or lease all or substantially all our assets, taken as a whole, to, another person.A failure to comply with these covenants and other provisions in these indentures could result in events of default under the indentures, which could permitacceleration of the 2019 Notes and the 2021 Notes. Any required repayment as a result of such acceleration could have a material adverse effect on our business,results of operations, financial condition or cash flows.The call options and warrant transactions related to our 2017 Convertible Notes may affect the value of the debentures and our common stock.To hedge against potential dilution upon conversion of the 2017 Convertible Notes, 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 pershare of our common stock exceeds the applicable strike price of the warrants of $41.45 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 stockand/or purchase or sell our common stock in secondary market transactions. This activity also could affect the market price of our common stock and/ordebentures, 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 receivedby the holders of the debentures upon conversion.Acquisitions and strategic investments present risks, and we may not realize the goals that were contemplated at the time of a transaction.In the past, we have acquired technology companies whose products complement our products. We also have made a number of strategic investments in othertechnology 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 ortechnology 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 technologyor 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, and in general and administrative functionsthat support such products;•our strategic investments may not perform as expected; and23Table of Contents•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 thecase of a larger acquisition or several concurrent acquisitions or strategic investments.ITEM 1B.UNRESOLVED STAFF COMMENTSNot applicable.ITEM 2.PROPERTIESOur 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. We also own one parcel of land totalingapproximately 84 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 isprimarily 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 support and testing of our products and services for ourcustomers in Asia Pacific/Japan, coordination and management of certain third parties in our supply chain and R&D. We own a 130,000 square foot facility in Longmont, Colorado. The Longmont facility serves as a primary location and data center for our software efforts in theareas 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 forfuture expansion. The facility is partially leased to tenants under long-term lease agreements and partially used by us.We lease office facilities for our engineering design centers in Hyderabad, India; Portland, Oregon; Albuquerque, New Mexico; Edinburgh, Scotland; Ottawa,Canada; Beijing, China; Belfast, Northern Ireland; Cork, Ireland and Gothenberg, Sweden. We also lease sales offices in various locations throughout NorthAmerica, which include the metropolitan areas of Chicago, Dallas, Detroit, Montreal, Nashua, Raleigh, San Diego and Toronto as well as international sales officeslocated in the metropolitan areas of Bangalore, Beijing, Chengdu, Brussels, Helsinki, Hong Kong, London, Milan, Munich, Nanjing, Osaka, Paris, Seoul,Shanghai, Shenzhen, Stockholm, Taichung, Taipei, Tel Aviv, Tokyo and Xi'an.ITEM 3.LEGAL PROCEEDINGSFor information regarding our legal proceedings, see "Note 17. Litigation Settlements and Contingencies" to our consolidated financial statements, included inItem 8. "Financial Statements and Supplementary Data", which is incorporated herein by reference.ITEM 4.MINE SAFETY DISCLOSURESNot applicable.24Table of ContentsPART IIITEM 5.MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIESOur common stock trades on the NASDAQ Global Select Market under the symbol XLNX. As of May 6, 2016, there were approximately 500 stockholders ofrecord. Since many holders' shares are listed under their brokerage firms' names, the actual number of stockholders is estimated by us to be approximately 150,000.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 SelectMarket: Fiscal 2016 Fiscal 2015 High Low High LowFirst Quarter$48.33 $41.85 $54.98 $45.34Second Quarter44.16 38.78 49.12 41.04Third Quarter50.24 40.66 47.20 36.27Fourth Quarter50.27 41.91 43.79 38.58Dividends Declared Per Common ShareThe following table presents the quarterly dividends declared on our common stock for the periods indicated: Fiscal 2016 Fiscal 2015First Quarter$0.31 $0.29Second Quarter0.31 0.29Third Quarter0.31 0.29Fourth Quarter0.31 0.29On April 26, 2016, our Board of Directors declared a cash dividend of $0.33 per common share for the first quarter of fiscal 2017 . The dividend is payable on June8, 2016 to stockholders of record as of May 18, 2016.Securities Authorized for Issuance Under Equity Compensation PlansSee "Equity Compensation Plan Information," included in Item 12. "Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters" in Part III of this Form 10-K for information regarding our equity compensation plans.Issuer Purchases of Equity SecuritiesThe following table summarizes the Company's repurchase of its common stock during the fourth quarter of fiscal 2016 . Total Number of Shares Purchased Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly AnnouncedProgram Approximate Dollar Value ofShares that May Yet BePurchased Under the Program(1)(In thousands, except per share amounts) Period January 3, 2016 to February 6, 2016 — $— — $—February 7, 2016 to March 5, 2016 2,188 $47.78 2,188 $242,824March 6, 2016 to April 2, 2016 828 $46.67 828 $204,178Total for Quarter 3,016 $47.47 3,016 (1) In November 2014, the Board authorized the repurchase of an additional $800.0 million of the Company's common stock (2014 Repurchase Program). The 2014 Repurchase Programs has nostated expiration date. Through April 2, 2016 , the Company had used $595.8 million of the $800.0 million authorized under25Table of Contentsthe 2014 Repurchase Program, leaving a balance of $204.2 million available for future repurchases. The Company's current policy is to retire all repurchased shares, and consequently, notreasury shares were held as of April 2, 2016 and March 28, 2015 .See "Note 14. Stockholders' Equity" to our consolidated financial statements, included in Item 8. "Financial Statements and Supplementary Data" for informationregarding our stock repurchase plans.Company Stock Price PerformanceThe 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 theStandard & Poor's 500 Semiconductors Index (S&P 500 Semiconductors Index). The graph covers the period from April 1, 2011, the last trading day before ourfiscal 2011, to April 1, 2016, the last trading day of our fiscal 2016. The graph and table assume that $100 was invested on April 1, 2011 in our common stock, theS&P 500 Index and the S&P 500 Semiconductors Index and that all dividends were reinvested.Company / Index04/01/11 03/30/12 03/28/13 03/28/14 03/27/15 04/01/16Xilinx, Inc.100.00 116.09 124.65 179.92 145.30 168.06S&P 500 Index100.00 108.00 123.08 148.80 168.48 173.18S&P 500 SemiconductorsIndex100.00 117.73 106.42 136.95 173.33 177.81Note: Stock price performance and indexed returns for our common stock are historical and are not indicators of future price performance or future investmentreturns.26Table of ContentsITEM 6.SELECTED FINANCIAL DATAConsolidated Statement of Income DataFive years ended April 2, 2016(In thousands, except per share amounts) April 2, 2016 March 28, 2015(1) March 29, 2014(2) March 30, 2013 March 31, 2012(3)Net revenues $2,213,881 $2,377,344 $2,382,531 $2,168,652 $2,240,736Operating income 669,881 755,078 748,927 580,732 627,773Income before income taxes 636,825 740,076 709,526 547,006 597,051Provision for income taxes 85,958 91,860 79,138 59,470 66,972Net income 550,867 648,216 630,388 487,536 530,079 Net income per common share: Basic $2.14 $2.44 $2.37 $1.86 $2.01Diluted $2.05 $2.35 $2.19 $1.79 $1.95Shares used in per share calculations: Basic 257,184 265,480 266,431 261,652 263,783Diluted 268,667 276,123 287,396 272,573 272,157Cash dividends per common share $1.24$1.16 $1.00 $0.88 $0.76(1)Fiscal 2015 consolidated statement of income data included restructuring charges of $24,491.(2)Fiscal 2014 consolidated statement of income data included litigation charges of $9,410 and loss on extinguishment of convertible debentures of $9,848.(3)Fiscal 2012 consolidated statement of income data included restructuring and litigation charges of $3,369 and $15,400, respectively.Consolidated Balance Sheet DataFive years ended April 2, 2016(In thousands) 2016 2015 2014 2013 2012Working capital $2,972,847 $2,971,845 $2,077,787 $1,910,851 $2,107,533Total assets 4,823,154 4,898,065 5,037,349 4,729,451 4,464,122Long-term debt 995,835 994,839 993,870 922,666 906,569Other long-term liabilities 278,446 304,479 266,438 456,701 507,092Stockholders' equity 2,589,893 2,611,594 2,752,682 2,963,296 2,707,68527Table of ContentsITEM 7.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThis discussion and analysis of financial condition and results of operations should be read in conjunction with our consolidated financial statements andaccompanying notes included in Item 8. "Financial Statements and Supplementary Data."Cautionary StatementThe 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 "RiskFactors" and elsewhere in this document. Often, forward-looking statements can be identified by the use of forward-looking words, such as "anticipates,""believes," "continue," "could," "estimates," "expects," "intends," "may," "plans," "projects," "should," "will," "would" and other similar terminology, or thenegative of such terms. We disclaim any responsibility to update or revise any forward-looking statement provided in this Management's Discussion and Analysisfor any reason.Nature of OperationsWe design and develop programmable devices and associated technologies, including ICs in the form of PLDs, software design tools and predefined systemfunctions delivered as IP. In addition to our programmable platforms, we provide design services, customer training, field engineering and technical support. OurPLDs include FPGAs, CPLDs and programmable SoCs. These devices are standard products that our customers program to perform desired logic functions. Ourproducts are designed to provide high integration and quick time-to-market for electronic equipment manufacturers in end markets such as wireline and wirelesscommunications, aerospace and defense, industrial, scientific and medical, audio, video and broadcast, and automotive. We sell our products globally throughindependent domestic and foreign distributors and through direct sales to OEMs by selected independent sales representative firms and by a direct salesmanagement organization.Critical Accounting Policies and EstimatesThe methods, estimates and judgments we use in applying our most critical accounting policies have a significant impact on the results we report in ourconsolidated financial statements. The SEC has defined critical accounting policies as those that are most important to the portrayal of our financial condition andresults 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 areinherently uncertain. Based on this definition, our critical accounting policies include: valuation of marketable securities, which impacts losses on debt and equitysecurities when we record impairments; revenue recognition, which impacts the recording of revenues; and valuation of inventories, which impacts cost ofrevenues and gross margin. Our critical accounting policies also include: the assessment of impairment of long-lived assets which impacts their valuation; theassessment of the recoverability of goodwill, which impacts goodwill impairment; accounting for income taxes, which impacts the provision or benefit recognizedfor income taxes, as well as, the valuation of deferred tax assets recorded on our consolidated balance sheet; and valuation and recognition of stock-basedcompensation, which impacts gross margin, R&D expenses, and selling, general and administrative (SG&A) expenses. Below, we discuss these policies further, aswell as the estimates and judgments involved. We also have other key accounting policies that are not as subjective, and therefore, their application would notrequire us to make estimates or judgments that are as difficult, but which nevertheless could significantly affect our financial reporting.Valuation of Marketable SecuritiesOur short-term and long-term investments include marketable debt securities. As of April 2, 2016 , we had marketable debt securities with a fair value of $3.26billion .We determine the fair values for marketable debt securities using industry standard pricing services, data providers and other third-party sources and by internallyperforming valuation testing and analyses. See "Note 3. Fair Value Measurements" to our consolidated financial statements, included in Item 8. "FinancialStatements and Supplementary Data," for details of the valuation methodologies. In determining if and when a decline in value below the adjusted cost ofmarketable debt and equity securities is other than temporary, we evaluate on an ongoing basis the market conditions, trends of earnings, financial condition, creditratings, any underlying collateral and other key measures for our investments. We did not record any other-than-temporary impairment for marketable debt orequity securities in fiscal 2016 , 2015 or 2014 .28Table of ContentsRevenue RecognitionSales to distributors are made under agreements providing distributor price adjustments and rights of return under certain circumstances. Revenue and costsrelating to distributor sales are deferred until products are sold by the distributors to the distributors' end customers. For fiscal 2016 , approximately 60% of our netrevenues were from products sold to distributors for subsequent resale to OEMs or their subcontract manufacturers. Revenue recognition depends on notificationfrom 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 customershipment information, as well as inventory on hand. Reported distributor inventory on hand is reconciled to deferred revenue balances monthly. We maintainsystem controls to validate distributor data and to verify that the reported information is accurate. Deferred income on shipments to distributors reflects theestimated effects of distributor price adjustments and the estimated amount of gross margin expected to be realized when distributors sell through productpurchased from us. Accounts receivable from distributors are recognized and inventory is relieved when title to inventories transfers, typically upon shipment fromXilinx at which point we have a legally enforceable right to collection under normal payment terms.As of April 2, 2016 , we had $70.9 million of deferred revenue and $19.1 million of deferred cost of revenues recognized as a net $51.8 million of deferred incomeon shipments to distributors. As of March 28, 2015 , we had $87.7 million of deferred revenue and $21.6 million of deferred cost of revenues recognized as a net $66.1 million of deferred income on shipments to distributors. The deferred income on shipments to distributors that will ultimately be recognized in ourconsolidated statement of income will be different than the amount shown on the consolidated balance sheet due to actual price adjustments issued to thedistributors 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 hastransferred, 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 whenthe service is performed. Revenue from Support Products, which includes software and services sales, was less than 5% of net revenues for all of the periodspresented.Allowances for end customer sales returns are recorded based on historical experience and for known pending customer returns or allowances.Valuation of InventoriesInventories are stated at the lower of actual cost (determined using the first-in, first-out method) or market (estimated net realizable value). The valuation ofinventory 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 toapproximate current actual manufacturing costs. Our manufacturing overhead standards for product costs are calculated assuming full absorption of actualspending over actual volumes. Given the cyclicality of the market, the obsolescence of technology and product lifecycles, we write down inventory based onforecasted demand and technological obsolescence. These forecasts are developed based on inputs from our customers, including bookings and extended butuncommitted demand forecasts, and internal analyses such as customer historical purchasing trends and actual and anticipated design wins, as well as market andeconomic conditions, technology changes, new product introductions and changes in strategic direction. These factors require estimates that may include uncertainelements. 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 withour short-term manufacturing plans. The differences between our demand forecast and the actual demand in the recent past have not resulted in any material writedown in our inventory. If our demand forecast for specific products is greater than actual demand and we fail to reduce manufacturing output accordingly, wecould be required to write down additional inventory, which would have a negative impact on our gross margin.Impairment of Long-Lived AssetsLong-lived assets and certain identifiable intangible assets to be held and used are reviewed for impairment if indicators of potential impairment exist. Impairmentindicators are reviewed on a quarterly basis. When indicators of impairment exist and assets are held for use, we estimate future undiscounted cash flowsattributable 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 totheir estimated fair values based on the expected discounted future cash flows attributable to the assets or based on appraisals. Factors affecting impairment ofassets held for use include the ability of the specific assets to generate separately identifiable positive cash flows.29Table of ContentsWhen 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 infuture 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 whenindicators of impairment exist.GoodwillGoodwill is not amortized but is subject to impairment tests on an annual basis, or more frequently if indicators of potential impairment exist, and goodwill iswritten 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 ofthe 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 potentiallyimpaired. 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 thereporting unit. Based on the impairment review performed during the fourth quarter of fiscal 2016 , there was no impairment of goodwill in fiscal 2016 . Unlessthere are indicators of impairment, our next impairment review for goodwill will be performed and completed in the fourth quarter of fiscal 2017 . To date, noimpairment indicators have been identified.Accounting for Income TaxesXilinx is a multinational corporation operating in multiple tax jurisdictions. We must determine the allocation of income to each of these jurisdictions based onestimates and assumptions and apply the appropriate tax rates for these jurisdictions. We undergo routine audits by taxing authorities regarding the timing andamount 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 inincome 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 ofcertain tax liabilities and in the determination of the recoverability of certain deferred tax assets, which arise from temporary differences between the tax andfinancial statement recognition of revenue and expense. Additionally, we must estimate the amount and likelihood of potential losses arising from audits ordeficiency notices issued by taxing authorities. The taxing authorities' positions and our assessment can change over time resulting in a material effect on theprovision 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 byrecording 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 taxposition 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 15. Income Taxes" to our consolidated financial statements included in Item 8. "Financial Statements andSupplementary Data."Stock-Based CompensationDetermining 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-Scholesoption-pricing model to estimate the fair value of rights to purchase shares under our ESPP. Option pricing models, including the Black-Scholes model, alsorequire the use of input assumptions, including expected stock price volatility, expected life, expected dividend rate, expected forfeiture rate and expected risk-freerate 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 abetter indicator of expected volatility than historical volatility. We will continue to review our input assumptions and make changes as deemed appropriatedepending on new information that becomes available. Higher volatility and expected lives result in a proportional increase to stock-based compensationdetermined 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 estimatedforfeiture 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 theforfeiture estimate is changed. If the actual forfeiture rate is30Table of Contentshigher than the estimated forfeiture rate, then an adjustment is made to increase the estimated forfeiture rate, which will result in a decrease to the expenserecognized in the financial statements. If the actual forfeiture rate is lower than the estimated forfeiture rate, then an adjustment is made to decrease the estimatedforfeiture rate, which will result in an increase to the expense recognized in the financial statements. The impact of forfeiture true up was not material for allperiods presented. The expense we recognize in future periods could also differ significantly from the current period and/or our forecasts due to adjustments in theassumed forfeiture rates.Results of OperationsThe following table sets forth statement of income data as a percentage of net revenues for the fiscal years indicated:2016 2015 2014Net revenues100.0% 100.0% 100.0%Cost of revenues30.3 29.8 31.2Gross margin69.7 70.2 68.8Operating expenses: Research and development24.1 22.1 20.7Selling, general and administrative15.0 14.9 15.9Amortization of acquisition-related intangibles0.3 0.4 0.4Restructuring charges— 1.0 —Litigation and contingencies— — 0.4Total operating expenses39.4 38.4 37.4Operating income30.3 31.8 31.4Loss on extinguishment of convertible debentures— — 0.4Interest and other expense, net1.5 0.6 1.2Income before income taxes28.8 31.2 29.8Provision for income taxes3.9 3.9 3.3Net income24.9% 27.3% 26.5% Net Revenues(In millions)2016 Change 2015 Change 2014Net revenues$2,213.9 (7)% $2,377.3 — % $2,382.5Net revenues in fiscal 2016 were $2.21 billion , a decrease of 7% as compared to fiscal 2015 . New Product revenues increased 20% in fiscal 2016 but were offsetby declines from our Mainstream and Base Products. The increase in New Products was due to higher New Products sales across all end markets, primarily inIndustrial, Aerospace & Defense and Communications & Data Center. Net revenues in fiscal 2015 were flat as compared to fiscal 2014 . New Product revenuesincreased 43% in fiscal 2015 but were offset by declines from our Mainstream, Base and Support Products. The increase in New Products was due to higher salesacross all end markets, primarily in Communications & Data Center and Industrial, Aerospace & Defense. See also "Net Revenues by Product" and "Net Revenuesby 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 ProductWe sell our products to global manufacturers of electronic products in end markets such as wireline 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, butwe also generate sales from support products. We classify our product offerings into four categories: New, Mainstream, Base and Support Products. Thecomposition of each product category is as follows:•New Products include our most recent product offerings and include UltraScale+, Ultrascale, 7-series and Spartan-6 product families.31Table of Contents•Mainstream Products include Virtex-6, Virtex-5, and CoolRunner-II product families.•Base Products consist of our older product families including Virtex-4, Virtex-II, Virtex-E, Spartan-3, Spartan-II, Spartan, CoolRunner and XC9500product families.•Support Products include configuration solutions, software and support/services.These product categories, except for Support Products, are modified on a periodic basis to better reflect the maturity of the products and advances in technology.The most recent modification was made on March 29, 2015, which was the beginning of our fiscal 2016. The amounts for the prior periods presented have beenreclassified to conform to the new categorization. New Products include our most recent product offerings and are typically designed into our customers' latestgeneration of electronic systems. Mainstream Products are generally several years old and designed into customer programs that are currently shipping in fullproduction. Base Products are older than Mainstream Products with demand generated generally by the customers' oldest systems still in production. SupportProducts 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)2016 % ofTotal % Change 2015 % ofTotal % Change 2014New Products$983.8 44 20 $820.9 35 43 $574.4Mainstream Products533.7 24 (25) 714.9 30 (16) 852.1Base Products616.8 28 (19) 762.7 32 (13) 873.0Support Products79.6 4 1 78.8 3 (5) 83.0Total net revenues$2,213.9 100 (7) $2,377.3 100 — $2,382.5Net revenues from New Products increased significantly in fiscal 2016 as a result of sales growth from our 28nm and 20nm product families. Sales from our 28nmproducts were more than $650.0 million while sales from our 20nm products exceeded $90.0 million during fiscal 2016 . We expect sales of New Products tocontinue to grow as more customer programs enter into volume production with our 28nm and 20nm products. In fiscal 2015 , strong market acceptance of our28nm product family contributed to the majority of the revenue growth versus the comparable prior year period.Net revenues from Mainstream Products decreased in both fiscal 2016 and fiscal 2015 from the comparable prior year periods. The decreases in both periods werelargely due to the decline in sales from our Virtex-5 product family, and to a lesser extent due to the decline in sales from our Virtex-6 product family.Net revenues from Base Products decreased in fiscal 2016 and fiscal 2015 from the comparable prior year periods. The decrease in fiscal 2016 was mainlyattributed to a decline in sales of our Virtex-2 product family as sales to certain key programs within aerospace and defense declined. In fiscal 2015 , the decreasein net revenue was due to a decline in sales from our Virtex-4 and other older product families. Base Products are mature products and their sales are expected todecline over time.Net revenues from Support Products were fairly stable in fiscal 2016 but decreased in fiscal 2015 compared to the prior year periods. The decrease in fiscal 2015was due to a decline in sales from our PROM and software products.Net Revenues by End MarketsOur end market revenue data is derived from our understanding of our end customers' primary markets. In the beginning of fiscal 2016, we modified our endmarket categories by combining the Other category, which was previously a stand-alone category, into the Communications & Data Center category. Amounts forprior periods presented have been reclassified accordingly. As such, net revenues by end markets were reclassified into the following three categories:Communications & Data Center; Industrial, Aerospace & Defense; and Broadcast, Consumer & Automotive. The percentage change calculation in the table belowrepresents the year-to-year dollar change in each end market.Net revenues by end markets for fiscal years indicated were as follows:32Table of Contents (% of total net revenues)2016 % Change inDollars 2015 % Change inDollars 2014Communications & Data Center41% (15) 46% (5) 48%Industrial, Aerospace & Defense42 (1) 39 7 36Broadcast, Consumer & Automotive17 3 15 (2) 16Total net revenues100% (7) 100% — 100%Net revenues from Communications & Data Center decreased in fiscal 2016 and 2015 from the comparable prior year periods. The decreases were primarily due tolower sales from wireless communications, and to a lesser extent wireline communications.Net revenues from Industrial, Aerospace & Defense decreased slightly in fiscal 2016 in terms of absolute dollars from the comparable prior year period. Thedecrease in fiscal 2016 was primarily due to a decline in sales from certain key programs within aerospace and defense, partially offset by increases in both test &measurement and industrial, scientific & medical. Net revenues from Industrial, Aerospace & Defense increased in fiscal 2015 compared to the prior year perioddue to higher sales across all applications, with industrial, scientific, and medical applications driving most of the growth.Net revenues from Broadcast, Consumer & Automotive increased in fiscal 2016 from the comparable prior year period. The increase in fiscal 2016 was due tohigher sales from automotive, but were partially offset by a decline in audio, video and broadcast. Net revenues from Broadcast, Consumer & Automotivedecreased in fiscal 2015 . The decrease was due to a decline in sales from consumer applications that was partially offset by increases in sales from automotive aswell as audio, video and broadcast applications.Net Revenues by GeographyGeographic revenue information reflects the geographic location of the distributors, OEMs or contract manufacturers who purchased our products. This may differfrom the geographic location of the end customers. Net revenues by geography for the fiscal years indicated were as follows: (In millions)2016 % of Total % Change 2015 % ofTotal % Change 2014North America$710.7 32 (4) $738.3 31 4 $707.7Asia Pacific855.9 39 (8) 930.6 39 (1) 939.8Europe424.7 19 (11) 477.1 20 (8) 519.8Japan222.6 10 (4) 231.3 10 7 215.2Total net revenues$2,213.9 100 (7) $2,377.3 100 — $2,382.5Net revenues in North America decreased in fiscal 2016 from the comparable prior year period. The decrease was primarily due to a decline in sales from certainkey programs within aerospace and defense; and to a lesser extent from wireless communications as well. Net revenues in North America increased in fiscal 2015from the comparable prior year period. The increase was primarily due to stronger sales from certain key programs within Industrial, Aerospace & Defense, whichmore than offset lower sales from Broadcast, Consumer & Automotive and Other.Net revenues in Asia Pacific decreased in fiscal 2016 from the comparable prior year period. The decrease in fiscal 2016 was primarily due to a decrease in salesfrom Communications & Data Center. Net revenues in Asia Pacific decreased slightly in fiscal 2015 from the comparable prior year period, which was primarilydriven by lower sales from consumer applications, partially offset by increases in sales from wireless applications and all applications within Industrial, Aerospace& Defense.Net revenues in Europe decreased in fiscal 2016 from the comparable prior year period. The decrease was primarily due to weaker sales from wirelesscommunications, which was partially offset by increases in sales from test and measurement and automotive applications. Net revenues in Europe decreased infiscal 2015 from the comparable prior year period as sales decreased in all end markets with the exception of Broadcast, Consumer & Automotive; wireless andaerospace and defense applications drove much of the decline.33Table of ContentsNet revenues in Japan decreased in fiscal 2016 from the comparable prior year period. The decrease in fiscal 2016 was primarily driven by lower sales inCommunications & Data Center, which more than offset the increase in sales from automotive. The increase in fiscal 2015 net revenues in Japan, as compared tothe prior year period, was primarily driven by increased sales in Industrial, Aerospace & Defense and Broadcast, Consumer & Automotive.Gross Margin(In millions)2016 Change 2015 Change 2014Gross margin$1,542.0 (8)% $1,668.5 2% $1,639.3Percentage of net revenues69.7% 70.2% 68.8%Gross margin was 0.5 percentage points lower in fiscal 2016 from the comparable prior year period. The decrease in gross margin was primarily due to increasedmanufacturing overhead expenses from the ramp of New Products.Gross margin was 1.4 percentage points higher in fiscal 2015 from the comparable prior year period, which was driven primarily by cost reduction across ourproduct portfolio, in particular our New Products. Additionally, the improvement in gross margin was also driven by our product and customer mix.Gross margin may be affected in the future due to multiple factors, including but not limited to those set forth above in "Risk Factors," included in Part I of thisForm 10-K, shifts in the mix of customers and products, competitive-pricing pressure, manufacturing-yield issues and wafer pricing. We expect to mitigate anyadverse impacts from these factors by continuing to improve yields on our New Products, improve manufacturing efficiencies and improve average selling pricemanagement.Sales of inventory previously written off were not material during all periods presented.In order to compete effectively, we pass manufacturing cost reductions to our customers in the form of reduced prices to the extent that we can maintain acceptablemargins. Price erosion is common in the semiconductor industry, as advances in both product architecture and manufacturing process technology permit continualreductions 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)2016 Change 2015 Change 2014Research and development$533.9 2% $525.7 7% $492.4Percentage of net revenues24% 22% 21%R&D spending increased $8.2 million, or 2% , during fiscal 2016 from the comparable prior year period. The increase was primarily attributable to higheremployee compensation (including stock-based compensation) related to our next generation product development, partially offset by a decrease in mask and waferspending due to timing.R&D spending increased $33.3 million , or 7% , during fiscal 2015 from the comparable prior year period. The increase was primarily attributable to higher maskand wafer expenses and employee compensation (including stock-based compensation) related to our next generation product development.In fiscal 2017, we intend to increase investment in R&D in order to extend our leadership in a competitive market. This increased spending will largely be in theareas of increased mask spending on 16nm portfolio roll out, early investment on 7nm development and creating a 28nm Spartan 7 product portfolio.Selling, General and Administrative(In millions)2016 Change 2015 Change 2014Selling, general and administrative$331.7 (6)% $353.7 (7)% $378.6Percentage of net revenues15% 15% 16%34Table of ContentsSG&A expenses decreased $22.0 million or 6% during fiscal 2016 from the comparable prior year period as we incurred lower variable spending (due to lowerrevenues) and employee compensation in fiscal 2016 (primarily due to restructuring measures that we implemented during the fourth quarter of fiscal 2015).SG&A expenses decreased $24.9 million or 7% during fiscal 2015 from the comparable prior year period as we incurred lower variable spending and legalexpenses in fiscal 2015 .Amortization of Acquisition-Related Intangibles(In millions)2016 Change 2015 Change 2014Amortization of acquisition-related intangibles$6.6 (31)% $9.5 (4)% $9.9Percentage of net revenues—% —% —%As certain intangibles were fully amortized in fiscal 2015 and during fiscal 2016, the amortization expense decreased during fiscal 2016 as compared to the prioryear period. Amortization expense during fiscal 2015 was relatively flat from the comparable prior year period as there was no significant change in theacquisition-related intangible assets.Restructuring ChargesDuring the fourth quarter of fiscal 2015, we announced restructuring measures designed to realign resources and drive overall operating efficiencies. Thesemeasures impacted approximately 120 positions, or 3% of our global workforce, in various geographies and functions worldwide. The reorganization plan wassubstantially completed by the end of the first quarter of fiscal 2016.We recorded total restructuring charges of $24.5 million in fiscal 2015, primarily related to severance pay expenses and write-offs of acquisition-relatedintangibles. The charges above have been shown separately as restructuring charges on the consolidated statements of income. As of the end of fiscal 2016, thebalance of the restructuring accrual was $1.2 million, which is expected to be settled within the next few quarters.Litigation and ContingenciesDuring fiscal 2014, we entered into a Settlement and License Agreement with PACT XPP Technologies, AG (PACT). Under the settlement, the parties agreed todismiss with prejudice all outstanding patent litigation between Xilinx, Avnet, Inc. and PACT and Xilinx agreed to pay PACT a lump sum of $33.5 million. Inaddition, we received license rights to all patents owned or controlled by PACT. In addition to what we previously accrued prior to the settlement, we recorded anadditional $9.4 million in fiscal 2014.Stock-Based Compensation(In millions)2016 Change 2015 Change 2014Stock-based compensation included in: Cost of revenues$8.0 (2)% $8.1 7% $7.6Research and development59.7 19 % 50.2 9% 46.2Selling, general and administrative44.3 8 % 41.0 1% 40.5Restructuring— (100)% 0.6 100% —$112.0 12 % $99.9 6% $94.3The $12.1 million and $5.6 million increases in stock-based compensation expense for fiscal 2016 and 2015 , respectively, as compared to the prior year periodswere primarily related to higher expenses associated with restricted stock units, as we granted restricted stock units at a higher fair value in the prior years.Loss on Extinguishment of Convertible DebenturesOn March 12, 2014, we paid $1.23 billion in cash to redeem all of the outstanding $689.6 million (principal amount) of our 3.125% Junior Convertible Debenturesdue March 15, 2037 (2037 Convertible Notes). In accordance with the authoritative guidance for convertible debentures issued by the Financial AccountingStandards Board (FASB), the redemption payment was allocated between the liability ( $377.6 million ) and equity ( $856.5 million ) components of theconvertible debentures, using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt prior to the redemption. As a result, werecognized a $9.8 million loss on extinguishment of convertible debentures.Interest and Other Expense, Net(In millions)2016 Change 2015 Change 2014Interest and other expense, net$33.1 120% $15.0 (49)% $29.6Percentage of net revenues1% 1% 1%Our net interest and other expense increased by $18.1 million in fiscal 2016 from the comparable prior year period. The increase was primarily due to a smallergain on the sale of securities in our investment portfolio, partially offset by higher interest income from the investment portfolio. During fiscal 2015 we also had again on sale of land, which we did not have in fiscal 2016 .The decrease in net interest and other expense in fiscal 2015 from the prior year period was primarily due to a larger gain on sale of securities in our investmentportfolio and land, and to a lesser extent higher interest income from the investment portfolio.Provision for Income Taxes(In millions)2016 Change 2015 Change 2014Provision for income taxes$86.0 (6)% $91.9 16% $79.1Percentage of net revenues4% 4% 3%Effective tax rate13% 12% 11%The difference between the U.S. federal statutory tax rate of 35% and our effective tax rate in all periods is primarily due to income earned in lower tax ratejurisdictions, for which no U.S. income tax has been provided, as we intend to permanently reinvest these earnings outside of the U.S.The increase in effective tax rate in fiscal 2016 compared with fiscal 2015 was primarily due to a decrease in the amount of permanently reinvested foreignearnings for which no U.S. taxes were provided. This was partially offset by a decrease to the rate due to a shift in geographic mix of earnings with less earningssubject to U.S. tax.The increase in effective tax rate in fiscal 2015 compared with fiscal 2014 was primarily due to a shift in geographic mix of earnings with more earnings subject toU.S. tax.Financial Condition, Liquidity and Capital ResourcesWe have historically used a combination of cash flows from operations and equity and debt financing to support ongoing business activities, acquire or invest incritical or complementary technologies, purchase facilities and capital equipment, repurchase our common stock and debentures under our repurchase program, paydividends and finance working capital. Additionally, our investments in debt securities are liquid and available for future business needs.Fiscal 2016 Compared to Fiscal 2015Cash, Cash Equivalents and Short-term and Long-term InvestmentsThe combination of cash, cash equivalents and short-term and long-term investments as of April 2, 2016 and March 28, 2015 totaled $3.56 billion and $3.57 billion, respectively. As of April 2, 2016 , we had cash, cash equivalents and short-term investments of $3.34 billion and working capital of $2.97 billion . As ofMarch 28, 2015 , cash, cash equivalents and short-term investments were $3.30 billion and working capital was $2.97 billion .As of April 2, 2016 , we had $2.24 billion of cash, cash equivalents and short-term investments held by our non-U.S. jurisdictions. From a financial statementperspective, approximately $992.2 million of the $2.24 billion held by our non-U.S. jurisdictions was available for use in the U.S. without incurring additional U.S.income taxes in excess of the amounts already accrued in our financial statements as of April 2, 2016 . The remaining amount of non-U.S. cash, cash equivalentsand short-term investments was permanently reinvested and, therefore, no U.S. current or deferred taxes accrued on this amount, which is intended for investmentin our operations outside the U.S. We believe our U.S. sources of cash and liquidity are sufficient to meet our business needs in the U.S. and do not expect that wewill need to repatriate the funds we have designated as permanently reinvested outside the U.S. Under current tax laws, should our plans change and we were tochoose to repatriate some or all of the funds we have designated as permanently reinvested outside the U.S., such amounts would be subject to U.S. income taxesand applicable non-U.S. income and withholding taxes.During fiscal 2016 , our operations generated net positive cash flow of $730.1 million , which was $60.7 million lower than the $790.8 million generated duringfiscal 2015 . The positive cash flow from operations generated during fiscal 2016 was primarily from net income as adjusted for non-cash related items, decrease ininventories and increase in accounts payable. These items were partially offset by increases in accounts receivable and other assets as well as decreases in accruedliabilities, deferred income on shipments to distributors and income taxes payable.Net cash used in investing activities was $423.9 million during fiscal 2016 , as compared to net cash provided by investing activities of $13.0 million in fiscal 2015. Net cash used in investing activities during fiscal 2016 consisted of $380.0 million of net purchases of available-for-sale securities, $34.0 million for purchases ofproperty, plant and equipment and $10.0 million of other investing activities.Net cash used in financing activities was $694.9 million in fiscal 2016 , as compared to $884.8 million in fiscal 2015 . Net cash used in financing activities duringfiscal 2016 consisted of $443.2 million of cash payment to repurchase common stock and $319.0 million of dividend payments to stockholders, which was partiallyoffset by $51.1 million of net proceeds from issuance of common stock under employee stock plans and $16.2 million for excess tax benefits from stock-basedcompensation.Accounts ReceivableAccounts receivable increased by $60.8 million and days sales outstanding (DSO) increased to 52 days at April 2, 2016 from 38 days at March 28, 2015 . Theincrease was primarily due to timing of shipments and collections.InventoriesInventories decreased to $178.6 million as of April 2, 2016 from $231.3 million as of March 28, 2015 , while combined inventory days at Xilinx and distributiondecreased to 109 days at April 2, 2016 from 130 days at March 28, 2015 . We attempt to maintain sufficient levels of inventory in various product, package andspeed configurations in order to keep lead times short and to meet forecasted customer demand as well as address potential supply constraints. Conversely, we alsoattempt to minimize the handling costs associated with maintaining higher inventory levels and to fully realize the opportunities for cost reductions associated witharchitecture and manufacturing process advancements. We continually strive to balance these two objectives to provide excellent customer response at acompetitive cost.Property, Plant and EquipmentDuring fiscal 2016 , we invested $34.0 million in property, plant and equipment, as compared to $29.6 million in fiscal 2015 . Primary investments in fiscal 2016were for building improvements, computer equipment and equipment related to the support of our new products development and infrastructures.Current LiabilitiesCurrent liabilities decreased to $946.1 million at the end of fiscal 2016 from $963.2 million at the end of fiscal 2015 . The change was primarily due to a decreaseof $19.6 million in other accrued liabilities, $14.3 million in deferred income on shipments to distributors and $13.4 million in income taxes payable. Thesedecreases were partially offset by increases of $21.4 million in accounts payable and $11.1 million in current portion of long-term debt.Temporary and Stockholders' EquityTemporary and stockholders' equity decreased $32.8 million during fiscal 2016 from $2.64 billion in fiscal 2015 to $2.60 billion in fiscal 2016 . The decrease wasprimarily due to repurchase of common stock of approximately $443.2 million and $319.0 million of payment of dividends to stockholders. These decreases werepartially offset by $550.9 million in net income for fiscal 2016 , $112.0 million of stock-based compensation, and $51.1 million of net issuance of common stockunder employee stock plans, $11.4 million for net excess tax benefits from stock-based compensation and $4.5 million decrease of other comprehensive loss.Fiscal 2015 Compared to Fiscal 2014Cash, Cash Equivalents and Short-term and Long-term InvestmentsThe combination of cash, cash equivalents and short-term and long-term investments as of March 28, 2015 and March 29, 2014 totaled $3.57 billion and $3.65billion, respectively. As of March 28, 2015 , we had cash, cash equivalents and short-term investments of $3.30 billion and working capital of $2.97 billion . As ofMarch 29, 2014 , cash, cash equivalents and short-term investments were $2.46 billion and working capital was $2.08 billion.As of March 28, 2015 , we had $1.69 billion of cash, cash equivalents and short-term investments held by our non-U.S. jurisdictions. From a financial statementperspective, approximately $832.3 million of the $1.69 billion held by our non-U.S. jurisdictions was available for use in the U.S. without incurring additional U.S.income taxes in excess of the amounts already accrued in our financial statements as of March 28, 2015 . The remaining amount of non-U.S. cash, cash equivalentsand short-term investments was permanently reinvested and, therefore, no U.S. current or deferred taxes accrued on this amount, which is intended for investmentin our operations outside the U.S. We believe our U.S. sources of cash and liquidity are sufficient to meet our business needs in the U.S. and do not expect that wewill need to repatriate the funds we have designated as permanently reinvested outside the U.S. Under current tax laws, should our plans change and we were tochoose to repatriate some or all of the funds we have designated as permanently reinvested outside the U.S., such amounts would be subject to U.S. income taxesand applicable non-U.S. income and withholding taxes.During fiscal 2015 , our operations generated net positive cash flow of $790.8 million , which was $14.1 million lower than the $804.9 million generated duringfiscal 2014 . The positive cash flow from operations generated during fiscal 2015 was primarily from net income as adjusted for non-cash related items, a decreasein accounts receivable and increases in income taxes payable and deferred income on shipments to distributors. These items were partially offset by a decrease inaccounts payable as well as an increase in prepaid expenses and other current assets.Net cash provided by investing activities was $13.0 million during fiscal 2015 , as compared to $28.6 million in fiscal 2014 . Net cash provided by investingactivities during fiscal 2015 consisted of $13.3 million of net sales of available-for-sale securities and $29.3 million of other investing activities (including sales ofland), which was partially offset by $29.6 million for purchases of property, plant and equipment.Net cash used in financing activities was $884.8 million in fiscal 2015 , as compared to $483.4 million in fiscal 2014 . Net cash used in financing activities duringfiscal 2015 consisted of $651.0 million of cash payment for repurchase of common stock and $306.2 million of dividend payments to stockholders, which waspartially offset by $52.7 million of proceeds from issuance of common stock under employee stock plans and $19.7 million for excess tax benefits from stock-based compensation.Accounts ReceivableAccounts receivable decreased by $21.2 million and DSO decreased slightly to 38 days at March 28, 2015 from 41 days at March 29, 2014 . The decrease wasprimarily due to timing of shipments and collections.InventoriesInventories slightly decreased to $231.3 million as of March 28, 2015 from $234.0 million as of March 29, 2014, with combined inventory days at Xilinx anddistribution slightly increased to 130 days at March 28, 2015 from 125 days at March 29, 2014. Our inventory levels in the past couple of years were relativelyhigher than historical trends due to the build ahead of our 28nm products in anticipation of ramping sales. We attempt to maintain sufficient levels of inventory invarious product, package and speed configurations in order to keep lead times short and to meet forecasted customer demand as well as address potential supplyconstraints. Conversely, we also attempt to minimize the handling costs associated with maintaining higher inventory levels and to fully realize the opportunitiesfor cost reductions associated with architecture and manufacturing process advancements. We continually strive to balance these two objectives to provideexcellent customer response at a competitive cost.Property, Plant and EquipmentDuring fiscal 2015 , we invested $29.6 million in property, plant and equipment, as compared to $44.9 million in fiscal 2014 . Primary investments in fiscal 2015were for equipment related to the support of our new products development and infrastructures.Current LiabilitiesCurrent liabilities decreased to $963.2 million at the end of fiscal 2015 from $989.4 million at the end of fiscal 2014. The change was primarily due to a decrease inaccounts payable as a result of the timing of purchases and payments, and was partially offset by increases in other current liabilities.Temporary and Stockholders' EquityTemporary and stockholders' equity decreased $152.1 million during fiscal 2015 from $2.79 billion in fiscal 2014 to $2.64 billion in fiscal 2015. The decrease wasprimarily due to repurchase of common stock of approximately $650.0 million, $306.2 million of payment of dividends to stockholders and $10.6 million of othercomprehensive loss. These decreases were partially offset by $648.2 million in net income for fiscal 2015, $99.0 million of stock-based compensation, $52.7million of net issuance of common stock under employee stock plans and $13.9 million for net excess tax benefits from stock-based compensation.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 cashrequirements as is our $250.0 million revolving credit facility entered into in December 2011 (expiring in December 2016 ). We are not aware of any lack of accessto 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 financialmarkets. Our credit facility is not reliant upon a single bank. There have been no borrowings to date under our existing revolving credit facility.We repurchased 9.7 million shares of our common stock for approximately $443.2 million during fiscal 2016 . During fiscal 2015, we repurchased 15.3 millionshares of common stock for approximately $650.0 million. During fiscal 2016 , we paid $319.0 million in cash dividends to stockholders, representing $1.24 percommon share. During fiscal 2015 , we paid $306.2 million in cash dividends to stockholders, representing $1.16 per common share. On April 26, 2016, our Boardof Directors declared a cash dividend of $0.33 per common share for the first quarter of fiscal 2017 . The dividend is payable on June 8, 2016 to stockholders ofrecord as of May 18, 2016. Our common stock and debentures repurchase program and dividend policy could be impacted by, among other items, our views onpotential future capital requirements relating to R&D, investments and acquisitions, legal risks, principal and interest payments on our debentures and otherstrategic investments.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 willcontinue to evaluate opportunities for investments to obtain additional wafer capacity, to procure additional capital equipment and facilities, to develop newproducts, and to potentially acquire technologies or businesses that could complement our business. However, the risk factors discussed in Item 1A and belowcould affect our cash positions adversely.As of April 2, 2016 , marketable securities measured at fair value using Level 3 inputs were comprised of $10.0 million of student loan auction rate securities. Theamount of assets and liabilities measured using significant unobservable inputs (Level 3) as a percentage of the total assets and liabilities measured at fair valuewas less than 1% as of April 2, 2016 . See "Note 3. Fair Value Measurements" to our consolidated financial statements, included in Item 8. "Financial Statementsand Supplementary Data," for additional information.During fiscal 2015, we redeemed $11.0 million of student loan auction rate securities for cash at par value, but none for fiscal 2016.Contractual ObligationsThe following table summarizes our significant contractual obligations as of April 2, 2016 and the effect such obligations are expected to have on our liquidity andcash flows in future periods. This table excludes amounts already recorded on our consolidated balance sheet as accounts payable and other accrued liabilities as ofApril 2, 2016 . Payments Due by Period(In millions) Total Less than 1year 1-3 years 3-5 years More than 5yearsOperating lease obligations (1) $15.7 $5.1 $6.0 $3.6 $1.0Inventory and other purchase obligations (2) 108.9 108.9 — — —Electronic design automation software licenses (3) 33.8 16.3 12.2 5.3 —Building renovation obligations (4) 15.0 15.0 — — —2017 Convertible Notes-principal and interest (5) 619.1 11.2 607.9 — —2019 and 2021 Notes-principal and interest (5) 1,105.9 24.6 551.3 530.0 —Total $1,898.4 $181.1 $1,177.4 $538.9 $1.035Table of Contents(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 $4.5 million for fiscal 2016 . See "Note 9. Commitments" to our consolidated financial statements, included in Item 8. "Financial Statementsand 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 leadtimes 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 materialsand services in the next three to six months, as the products meet delivery and quality specifications.(3)As of April 2, 2016 , we had $33.8 million of non-cancelable license obligations to providers of electronic design automation software and hardware/software maintenance expiring atvarious dates through December 2018 .(4)As of April 2, 2016 , we had $15.0 million of open purchase obligations related to the renovation of one of our properties. The Company expects to receive and pay for these materials andservices within the next 6 months.(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 2017 Convertible Notes, March 15, 2019 for the2019 Notes and March 15, 2021 for the 2021 Notes. See "Note 13. Debt and Credit Facility" to our consolidated financial statements, included in Item 8. "Financial Statements andSupplementary Data," for additional information about our debentures.As of April 2, 2016 , $15.9 million of liabilities for uncertain tax positions and related interest and penalties were classified as long-term income taxes payable inthe consolidated balance sheet. Due to the inherent uncertainty with respect to the timing of future cash outflows associated with such liabilities, we are unable toreliably estimate the timing of cash settlement with the respective taxing authorities. Therefore, liabilities for uncertain tax positions have been excluded from thecontractual obligations table above.Off-Balance-Sheet ArrangementsAs of April 2, 2016 , 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 PronouncementsSee "Note 2. Summary of Significant Accounting Policies and Concentrations of Risk" to our consolidated financial statements, included in Item 8. "FinancialStatements and Supplementary Data," for information about recent accounting pronouncements, including the expected dates of adoption and estimated effects, ifany, on our consolidated financial statements.ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKInterest Rate RiskOur exposure to interest rate risk relates primarily to our investment portfolio, which consists of fixed income securities with a fair value of approximately $3.26billion as of April 2, 2016 . Our primary aim with our investment portfolio is to invest available cash while preserving principal and meeting liquidity needs. Ourinvestment portfolio includes municipal bonds, mortgage-backed securities, financial institution securities, non-financial institution securities, student loan auctionrate securities, U.S. and foreign government and agency securities, asset-backed securities, bank loans and debt mutual funds. In accordance with our investmentpolicy, 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. Thesesecurities are subject to interest rate risk and will decrease in value if market interest rates increase. A hypothetical 100 basis-point (one percentage point) increaseor decrease in interest rates compared to rates at April 2, 2016 and March 28, 2015 would have affected the fair value of our investment portfolio by approximately$47.0 million and $44.0 million, respectively.Credit Market RiskThe global credit markets may experience adverse conditions that negatively impact the values of various types of investment and non-investment grade securities.The global credit and capital markets may experience significant volatility and disruption due to instability in the global financial system, uncertainty related toglobal economic conditions and concerns regarding sovereign financial stability. Therefore, there is a risk that we may incur other-than-temporary impairmentcharges 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."36Table of ContentsForeign Currency Exchange RiskSales 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 attainedand the hedged relationship has been effective, are deferred and included in income or expenses in the same period that the underlying transaction is settled. Gainsand 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 April 2, 2016and March 28, 2015 , we had the following outstanding forward currency exchange contracts (in notional amount): (In millions and U.S. dollars)April 2, 2016March 28, 2015Singapore Dollar$27.0$43.9Euro19.130.0Indian Rupee23.322.2British Pound10.712.9Japanese Yen3.45.0$83.5$114.0As part of our strategy to reduce volatility of operating expenses due to foreign exchange rate fluctuations, we employ a hedging program with forward outlook ofup to two years for major foreign-currency-denominated operating expenses. The outstanding forward currency exchange contracts expire at various dates throughMay 2017 . The net unrealized losses, which approximate the fair market value of the forward currency exchange contracts, are expected to be recognized in theconsolidated statements of 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 subsidiariesare translated at each quarter end during consolidation, fluctuations of exchange rates between the foreign currency and the U.S. dollar increase or decrease thevalue of those investments. These fluctuations are recorded within stockholders' equity as a component of accumulated other comprehensive income (loss). Othermonetary foreign-denominated assets and liabilities are revalued on a monthly basis with gains and losses on revaluation reflected in net income. A hypothetical10% favorable or unfavorable change in foreign currency exchange rates at April 2, 2016 and March 28, 2015 would have affected the annualized foreign-currency-denominated operating expenses of our foreign subsidiaries by less than $11.0 million for each year. In addition, a hypothetical 10% favorable orunfavorable change in foreign currency exchange rates compared to rates at April 2, 2016 and March 28, 2015 would have affected the value of foreign-currency-denominated cash and investments by less than $5.0 million as of each date.37Table of ContentsITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAXILINX, INC.CONSOLIDATED STATEMENTS OF INCOME Years Ended(In thousands, except per share amounts)April 2, 2016 March 28, 2015 March 29, 2014Net revenues$2,213,881 $2,377,344 $2,382,531Cost of revenues671,907 708,823 743,253Gross margin1,541,974 1,668,521 1,639,278Operating expenses: Research and development533,891 525,745 492,447Selling, general and administrative331,652 353,670 378,607Amortization of acquisition-related intangibles6,550 9,537 9,887Restructuring charges— 24,491 —Litigation and contingencies— — 9,410Total operating expenses872,093 913,443 890,351Operating income669,881 755,078 748,927Loss on extinguishment of convertible debentures— — 9,848Interest and other expense, net33,056 15,002 29,553Income before income taxes636,825 740,076 709,526Provision for income taxes85,958 91,860 79,138Net income$550,867 $648,216 $630,388Net income per common share: Basic$2.14 $2.44 $2.37Diluted$2.05 $2.35 $2.19Shares used in per share calculations: Basic257,184 265,480 266,431Diluted268,667 276,123 287,396See notes to consolidated financial statements.38Table of ContentsXILINX, INC.CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME Years Ended(In thousands)April 2, 2016 March 28, 2015March 29, 2014Net income$550,867 $648,216 $630,388Other comprehensive income (loss), net of tax: Change in net unrealized gains (losses) on available-for-sale securities(916) 7,483 (11,241)Reclassification adjustment for gains on available-for-sale securities(106) (6,832) (167)Net change in unrealized gains (losses) on hedging transactions15,004 (11,074) 459Reclassification adjustment for (gains) losses on hedging transactions(7,225) 2,753 1,707Cumulative translation adjustment, net(2,239) (2,931) 34Other comprehensive income (loss)4,518 (10,601) (9,208)Total comprehensive income$555,385 $637,615 $621,180See notes to consolidated financial statements.39Table of ContentsXILINX, INC.CONSOLIDATED BALANCE SHEETS (In thousands, except par value amounts)April 2, 2016 March 28, 2015ASSETS Current assets: Cash and cash equivalents$503,816 $892,572Short-term investments2,833,883 2,410,489Accounts receivable, net of allowances for doubtful accounts and customer returns of $3,341 and $3,353 in 2016 and2015, respectively307,458 246,615Inventories178,550 231,328Deferred tax assets— 79,519Prepaid expenses and other current assets95,226 74,528Total current assets3,918,933 3,935,051Property, plant and equipment, at cost: Land65,298 65,298Buildings310,795 312,610Machinery and equipment390,573 380,303Furniture and fixtures43,916 46,412810,582 804,623Accumulated depreciation and amortization(527,236) (503,585)Net property, plant and equipment283,346 301,038Long-term investments220,807 266,902Goodwill159,296 159,296Acquisition-related intangibles, net6,202 12,752Other assets234,570 223,026Total Assets$4,823,154 $4,898,065LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable$101,534 $80,113Accrued payroll and related liabilities154,294 156,600Income taxes payable6,286 19,693Deferred income on shipments to distributors51,758 66,071Other accrued liabilities45,108 64,676Current portion of long-term debt587,106 576,053Total current liabilities946,086 963,206Long-term debt995,835 994,839Deferred tax liabilities261,467 289,868Long-term income taxes payable15,889 13,245Other long-term liabilities1,090 1,366Commitments and contingencies Temporary equity (Note 13)12,894 23,947Stockholders' equity: Preferred stock, $.01 par value; 2,000 shares authorized; none issued and outstanding— —Common stock, $.01 par value; 2,000,000 shares authorized; 253,687 and 258,340 shares issued and outstanding in2016 and 2015, respectively2,537 2,583Additional paid-in capital726,921 653,882Retained earnings1,867,066 1,966,278Accumulated other comprehensive loss(6,631) (11,149)Total stockholders’ equity2,589,893 2,611,594Total Liabilities, Temporary Equity and Stockholders’ Equity$4,823,154 $4,898,065See notes to consolidated financial statements.40Table of ContentsXILINX, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS Years Ended(In thousands)April 2, 2016 March 28, 2015 March 29, 2014Cash flows from operating activities: Net income$550,867 $648,216 $630,388Adjustments to reconcile net income to net cash provided by operating activities: Depreciation50,828 55,266 55,464Amortization17,613 19,648 19,808Stock-based compensation111,984 99,859 94,314Loss on extinguishment of convertible debentures— — 9,848Net (gain) loss on sale of available-for-sale securities(370) (11,878) 332Amortization of debt discount on convertible debentures12,048 12,022 16,319Provision for deferred income taxes44,128 17,802 53,854Excess tax benefit from stock-based compensation(16,153) (19,662) (30,754)Others2,000 122 (1,618)Changes in assets and liabilities: Accounts receivable, net(60,843) 21,219 (38,658)Inventories52,323 2,664 (32,333)Prepaid expenses and other current assets(1,261) (13,118) (4,754)Other assets(11,945) (531) (21,335)Accounts payable21,422 (69,583) 76,929Accrued liabilities (including restructuring activities)(16,592) 1,795 19,659Income taxes payable(11,635) 15,967 (44,287)Deferred income on shipments to distributors(14,312) 10,972 1,741Net cash provided by operating activities730,102 790,780 804,917Cash flows from investing activities: Purchases of available-for-sale securities(3,262,324) (3,742,742) (3,843,395)Proceeds from sale and maturity of available-for-sale securities2,882,342 3,756,021 3,900,858Purchases of property, plant and equipment(34,004) (29,619) (44,865)Other investing activities(9,950) 29,296 16,048Net cash provided by (used in) investing activities(423,936) 12,956 28,646Cash flows from financing activities: Repurchase of convertible debentures— — (1,234,086)Repurchases of common stock(443,181) (651,006) (241,076)Proceeds from issuance of common stock through various stock plans, net51,094 52,661 238,158Payment of dividends to stockholders(318,988) (306,158) (267,343)Proceeds from issuance of long-term debts, net— — 990,149Excess tax benefit from stock-based compensation16,153 19,662 30,754Net cash used in financing activities(694,922) (884,841) (483,444)Net increase (decrease) in cash and cash equivalents(388,756) (81,105) 350,119Cash and cash equivalents at beginning of period892,572 973,677 623,558Cash and cash equivalents at end of period$503,816 $892,572 $973,677Supplemental disclosure of cash flow information: Interest paid$41,375 $41,589 $36,847Income taxes paid, net$53,425 $57,896 $68,215See notes to consolidated financial statements.41Table of ContentsXILINX, INC.CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY Common StockOutstanding (In thousands, except per share amounts)Shares Amount Additional Paid-inCapital RetainedEarnings Accumulated Other ComprehensiveIncome (Loss) Total Stockholders' EquityBalance as of March 30, 2013263,649 $2,636 $1,276,278 $1,675,722 $8,660 $2,963,296Components of comprehensive income: Net income— — — 630,388 — 630,388Other comprehensive loss— — — — (9,208) (9,208)Issuance of common shares under employee stock plans, net10,124 101 238,057 — — 238,158Repurchase and retirement of common stock(5,136) (51) (148,747) (93,296) — (242,094)Stock-based compensation expense— — 94,314 — — 94,314Stock-based compensation capitalized in inventory— — 416 — — 416Temporary equity reclassification— — (34,999) — — (34,999)Convertible debt extinguishment— — (646,650) — — (646,650)Cash dividends declared ($1.00 per common share)— — — (267,343) — (267,343)Net excess tax benefits from stock-based compensation— — 26,404 — — 26,404Balance as of March 29, 2014268,637 2,686 805,073 1,945,471 (548) 2,752,682Components of comprehensive income: Net income— — — 648,216 — 648,216Other comprehensive loss— — — — (10,601) (10,601)Issuance of common shares under employee stock plans, net5,058 51 52,610 — — 52,661Repurchase and retirement of common stock(15,355) (154) (328,585) (321,251) — (649,990)Stock-based compensation expense— — 99,859 — — 99,859Stock-based compensation capitalized in inventory— — (5) — — (5)Temporary equity reclassification — — 11,052 — — 11,052Cash dividends declared ($1.16 per common share)— — — (306,158) — (306,158)Net excess tax benefits from stock-based compensation— — 13,878 — — 13,878Balance as of March 28, 2015258,340 2,583 653,882 1,966,278 (11,149) 2,611,594Components of comprehensive income: Net income— — — 550,867 — 550,867Other comprehensive income— — — — 4,518 4,518Issuance of common shares under employee stock plans, net5,043 51 51,043 — — 51,094Repurchase and retirement of common stock(9,696) (97) (111,993) (331,091) — (443,181)Stock-based compensation expense— — 111,984 — — 111,984Stock-based compensation capitalized in inventory— — (455) — — (455)Temporary equity reclassification——11,052——11,052Cash dividends declared ($1.24 per common share)— — — (318,988) — (318,988)Net excess tax benefits from stock-based compensation— — 11,408 — — 11,408Balance as of April 2, 2016253,687 $2,537 $726,921 $1,867,066 $(6,631) $2,589,893See notes to consolidated financial statements.42Table of ContentsXILINX, INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNote 1. Nature of OperationsXilinx, Inc. (Xilinx or the Company) designs, develops and markets programmable devices and associated technologies, including advanced ICs in the form ofPLDs, software design tools and predefined system functions delivered as IP. 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 wafermanufacturers located in Taiwan and Korea. The Company is dependent on these foundries to produce and deliver silicon wafers on a timely basis. The Companyis also dependent on subcontractors, primarily located in the Asia Pacific region, to provide semiconductor assembly, test and shipment services. Xilinx is a globalcompany 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 RiskBasis of PresentationThe accompanying consolidated financial statements include the accounts of Xilinx and its wholly-owned subsidiaries after elimination of all intercompanytransactions. The Company uses a 52 - to 53 -week fiscal year ending on the Saturday nearest March 31. Fiscal 2016 was a 53-week year ended on April 2, 2016 .Each of Fiscal 2015 and 2014 was a 52-week year, ended on March 28, 2015 and March 29, 2014 , respectively. Fiscal 2017 will be a 52-week year ending onApril 1, 2017 .Use of EstimatesThe preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent liabilities at the date of the financial statements and the reportedamounts of net revenues and expenses during the reporting period. Such estimates relate to, among others, the useful lives of assets, assessment of recoverability ofproperty, plant and equipment, long-lived assets and goodwill, inventory write-downs, allowances for doubtful accounts, customer returns, deferred tax assets,stock-based compensation, potential reserves relating to litigation and tax matters, valuation of certain investments and derivative financial instruments as well asother accruals or reserves. Actual results may differ from those estimates and such differences may be material to the financial statements.Cash Equivalents and InvestmentsCash equivalents consist of highly liquid investments with original maturities from the date of purchase of three months or less. These investments consist ofmoney market funds, non-financial institution securities, U.S. and foreign government and agency securities, municipal bonds and financial institution securities.Short-term investments consist of mortgage-backed securities, non-financial institution securities, U.S. and foreign government and agency securities, financialinstitution securities, asset-backed securities, bank loans, a debt mutual fund and municipal bonds with original maturities greater than three months and remainingmaturities less than one year from the balance sheet date. Long-term investments consist of mortgage-backed securities, a debt mutual fund, auction rate securities,municipal bonds and asset-backed securities with remaining maturities greater than one year, unless the investments are specifically identified to fund currentoperations, in which case they are classified as short-term investments. As of April 2, 2016 and March 28, 2015 , long-term investments also includedapproximately $10.0 million and $10.3 million , respectively, of auction rate securities that experienced failed auctions in the fourth quarter of fiscal 2008. Theseauction rate securities are secured primarily by pools of student loans originated under Federal Family Education Loan Program that are substantially guaranteedby 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 with investment banking and asset management institutions. TheCompany manages its liquidity risk by investing in a variety of money market funds, high-grade commercial paper, corporate bonds, municipal bonds, U.S. andforeign government and agency securities, asset-backed securities, mortgage-backed securities, bank loans and debt mutual funds. This diversification ofinvestments is consistent with its policy to maintain liquidity and ensure the ability to collect principal. The Company maintains an offshore investment portfoliodenominated in U.S. dollars. All investments are made pursuant to corporate investment policy guidelines. Investments include Euro commercial paper, Eurodollar bonds, Euro dollar floating rate notes, offshore time deposits, U.S. and foreign government and agency securities, asset-backed securities, bank loans andmortgage-backed securities issued by U.S. government-sponsored enterprises and agencies.43Table of ContentsManagement 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 thesecurities until maturity. Held-to-maturity securities are carried at cost adjusted for amortization of premiums and accretion of discounts to maturity. Suchamortization, as well as any interest on the securities, is included in interest income. No investments were classified as held-to-maturity as of April 2, 2016 orMarch 28, 2015 . Available-for-sale securities are carried at fair value with the unrealized gains or losses, net of tax, included as a component of accumulated othercomprehensive income (loss) in stockholders' equity. See "Note 3. Fair Value Measurements" for information relating to the determination of fair value. Realizedgains 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 includedin impairment loss on investments. In determining if and when a decline in value below the adjusted cost of marketable debt and equity securities is other thantemporary, we evaluate on an ongoing basis the market conditions, trends of earnings, financial condition, credit ratings, any underlying collateral and other keymeasures for our 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 byconsidering available evidence including the general market conditions in the investee's industry, the investee's product development status, the investee's ability tomeet 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 invalue 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 ReceivableThe allowance for doubtful accounts reflects the Company's best estimate of probable losses inherent in the accounts receivable balance. The Company determinesthe allowance based on the aging of Xilinx's accounts receivable, historical experience, known troubled accounts, management judgment and other currentlyavailable evidence. Xilinx writes off accounts receivable against the allowance when Xilinx determines a balance is uncollectible and no longer actively pursuescollection of the receivable. The amounts of accounts receivable written off were insignificant for all periods presented.InventoriesInventories 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 ofthe following:(In thousands)April 2, 2016 March 28, 2015Raw materials$15,346 $14,174Work-in-process123,675 183,472Finished goods39,529 33,682 $178,550 $231,328The Company reviews and sets standard costs quarterly to approximate current actual manufacturing costs. The Company's manufacturing overhead standards forproduct costs are calculated assuming full absorption of actual spending over actual volumes. Given the cyclicality of the market, the obsolescence of technologyand product lifecycles, the Company writes down inventory based on forecasted demand and technological obsolescence. These forecasts are developed based oninputs from the Company's customers, including bookings and extended but uncommitted demand forecasts, and internal analyses such as customer historicalpurchasing trends and actual and anticipated design wins, as well as market and economic conditions, technology changes, new product introductions and changesin strategic direction. These factors require estimates that may include uncertain elements. The estimates of future demand that the Company uses in the valuationof inventory are the basis for its published revenue forecasts, which are also consistent with our short-term manufacturing plans. The differences between theCompany'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'sdemand forecast for specific products is greater than actual demand and the Company fails to reduce manufacturing output accordingly, the Company could berequired to write down additional inventory, which would have a negative impact on the Company's gross margin.44Table of ContentsProperty, Plant and EquipmentProperty, 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 $50.8 million , $55.3 million and $55.5 million for fiscal 2016 , 2015 and 2014 , respectively.Impairment of Long-Lived AssetsThe Company evaluates the carrying value of long-lived assets and certain identifiable intangible assets to be held and used for impairment if indicators ofpotential impairment exist. Impairment indicators are reviewed on a quarterly basis. When indicators of impairment exist and assets are held for use, the Companyestimates 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 ofthe 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 onappraisals. When assets are removed from operations and held for sale, Xilinx estimates impairment losses as the excess of the carrying value of the assets overtheir fair value. See "Note 8. Restructuring Charges" for more information about the Company's write-offs of acquisition-related intangibles recorded in fiscal2015.GoodwillGoodwill 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. Based on the impairment review performed during the fourth quarter of fiscal 2016 , there was no impairment of goodwill in fiscal 2016 . Unlessthere are indicators of impairment, the Company's next impairment review for goodwill will be performed and completed in the fourth quarter of fiscal 2017 . Todate, no impairment indicators have been identified.Revenue RecognitionSales to distributors are made under agreements providing distributor price adjustments and rights of return under certain circumstances. Revenue and costsrelating to distributor sales are deferred until products are sold by the distributors to the distributors' end customers. For fiscal 2016 , approximately 60% of theCompany's net revenues were from products sold to distributors for subsequent resale to OEMs or their subcontract manufacturers. Revenue recognition dependson notification from the distributor that product has been sold to the distributor's end customer. Also reported by the distributor are product resale price, quantityand 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 todistributors reflects the estimated effects of distributor price adjustments and the amount of gross margin expected to be realized when distributors sell throughproduct purchased from the Company. Accounts receivable from distributors are recognized and inventory is relieved when title to inventories transfers, typicallyupon shipment from Xilinx at which point the Company has a legally enforceable right to collection under normal payment terms.As of April 2, 2016 , the Company had $70.9 million of deferred revenue and $19.1 million of deferred cost of revenues recognized as a net $51.8 million ofdeferred income on shipments to distributors. As of March 28, 2015 , the Company had $87.7 million of deferred revenue and $21.6 million of deferred cost ofrevenues recognized as a net $66.1 million of deferred income on shipments to distributors. The deferred income on shipments to distributors that will ultimatelybe recognized in the Company's consolidated statement of income will be different than the amount shown on the consolidated balance sheet due to actual priceadjustments 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 isfixed or determinable, title has transferred, collection of resulting receivables is reasonably assured, and there are no customer acceptance requirements and noremaining significant obligations. For each of the periods presented, there were no significant 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 whenthe service is performed. Revenue from Support Products, which includes software and services sales, was less than 5% of net revenues for all of the periodspresented.Allowances for end customer sales returns are recorded based on historical experience and for known pending customer returns or allowances.45Table of ContentsForeign Currency TranslationThe U.S. dollar is the functional currency for the Company's Ireland and Singapore subsidiaries. Monetary assets and liabilities that are not denominated in thefunctional currency are remeasured into U.S. dollars, and the resulting gains or losses are included in the consolidated statements of income under interest andother 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 foreigncurrencies into U.S. dollars at month-end exchange rates and statements of income are translated at the average monthly exchange rates. Exchange gains or lossesarising from translation of foreign currency denominated assets and liabilities (i.e., cumulative translation adjustment) are included as a component of accumulatedother comprehensive income (loss) in stockholders' equity.Derivative Financial InstrumentsTo 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 orcommodity price fluctuations. The Company does not enter into derivative financial instruments for trading or speculative purposes. See "Note 5. DerivativeFinancial Instruments" for detailed information about the Company's derivative financial instruments.Research and Development ExpensesResearch and development costs are current period expenses and charged to expense as incurred.Stock-Based CompensationThe Company has equity incentive plans that are more fully discussed in "Note 6. Stock-Based Compensation Plans." The authoritative guidance of accounting forshare-based payment requires the Company to measure the cost of all employee equity awards (that are expected to be exercised or vested) based on the grant-datefair 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 exchangefor the award (over the vesting period of the award). The authoritative guidance of accounting for share-based payment requires cash flows resulting from excesstax 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 optionsin 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 marketprice of Xilinx common stock (defined as the closing trading price reported by The NASDAQ Global Select Market) on the date of grant. Additionally, Xilinx'sESPP is deemed a compensatory plan under the authoritative guidance of accounting for share-based payments. Accordingly, the ESPP is included in thecomputation 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-outbasis as if each award had a separate vesting period.Income TaxesAll income tax amounts reflect the use of the liability method under the accounting for income taxes, as interpreted by FASB authoritative guidance for measuringuncertain tax positions . Under this method, deferred tax assets and liabilities are determined based on the expected future tax consequences of temporarydifferences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes.Product Warranty and IndemnificationThe Company generally sells products with a limited warranty for product quality. The Company provides an accrual for known product issues if a loss is probableand can be reasonably estimated. As of the end of both fiscal 2016 and 2015 , the accrual balance of the product warranty liability was immaterial.The Company offers, subject to certain terms and conditions, to indemnify customers and distributors for costs and damages awarded against these parties in theevent the Company's hardware products are found to infringe third-party intellectual property46Table of Contentsrights, including patents, copyrights or trademarks, and to compensate certain customers for limited specified costs they actually incur in the event our hardwareproducts 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 paymentspursuant to these provisions. The Company cannot estimate the maximum amount of potential future payments, if any, that the Company may be required to makeas 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 eachparticular claim and indemnification provision. However, there can be no assurances that the Company will not incur any financial liabilities in the future as aresult of these obligations.Concentrations of Credit RiskAvnet, one of the Company's distributors, distributes the Company's products worldwide. As of April 2, 2016 and March 28, 2015 , Avnet accounted for 75% and67% of the Company's total net accounts receivable, respectively. Resale of product through Avnet accounted for 50% , 43% and 46% of the Company'sworldwide net revenues in fiscal 2016 , 2015 and 2014 , respectively. The percentage of net accounts receivable due from Avnet and the percentage of worldwidenet 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 recordedon 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 and distributor sales to diverse end customers and through geographical dispersion of sales. Xilinx generally does not require collateral forreceivables from its end customers or from distributors.No end customer accounted for more than 10% of the Company's worldwide 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 86% of its portfolio in AA or highergrade 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 therating agencies' credit ratings. Xilinx also performs additional credit due diligence and conducts regular portfolio credit reviews, including a review of counterpartycredit risk related to the Company's forward currency exchange contracts. Additionally, Xilinx limits its investments in the debt securities of a single issuer basedupon the issuer's credit rating and attempts to further mitigate credit risk by diversifying risk across geographies and type of issuer.As of April 2, 2016 , approximately 35% of the portfolio consisted of mortgage-backed securities. All of the mortgage-backed securities in the investment portfoliowere 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 markets may experience adverse conditions that negatively impact the values of various types of investment and non-investment grade securities.The global credit and capital markets may experience significant volatility and disruption due to instability in the global financial system, uncertainty related toglobal economic conditions and concerns regarding sovereign financial stability. Therefore, there is a risk that we may incur other-than-temporary impairmentcharges for certain types of investments should credit market conditions deteriorate. See "Note 4. Financial Instruments" for a table of the Company's available-for-sale securities.Adoption of New Accounting Standard for Classification of Deferred TaxesIn November 2015, the FASB issued the authoritative guidance regarding balance sheet classification of deferred taxes. The guidance requires companies toclassify all deferred tax assets and liabilities as non-current on the balance sheet instead of separating deferred taxes into current and non-current amounts. Thisguidance is effective for public business entities for financial statements issued for annual periods beginning after December 15, 2016, and interim periods withinthose annual periods. The amendments can be applied retrospectively or prospectively with earlier application permitted as of the beginning of an interim or annualreporting period. The Company adopted this guidance in the fourth quarter of fiscal year 2016 on a prospective basis, and therefore, no adjustments were made tothe prior periods.Recent Accounting PronouncementsIn April 2014, the FASB issued the authoritative guidance that outlines a new global revenue recognition standard that replaces virtually all existing US GAAPguidance on contracts with customers and the related other assets and deferred costs. The guidance47Table of Contentsprovides a five-step process for recognizing revenue that depicts the transfer of promised goods or services to customers in an amount that reflects theconsideration to which the entity expects to be entitled in exchange for those goods or services. The standard also requires expanded qualitative and quantitativedisclosures relating to the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. In July 2015, FASB approvedthe deferral of the effective date of this guidance by one year. As a result, this guidance will be effective for the Company beginning in fiscal year 2019, with anoption to early adopt in fiscal year 2018. The new standard is required to be applied retrospectively to each prior reporting period presented, or retrospectively withthe cumulative effect of initially applying it recognized at the date of initial application. The Company is currently evaluating the full impact of this new guidanceon its consolidated financial statements, including selection of the transition method. However, assuming all other revenue recognition criteria have been met, it islikely that the new guidance would require the Company to recognize revenue and cost relating to distributor sales upon product delivery, subject to estimatedallowance for distributor price adjustments and rights of return.In July 2015, the FASB issued the authoritative guidance that requires an entity to measure inventory at the lower of cost or net realizable value (NRV). NRV is theestimated selling price in the ordinary course of business, less reasonably predictable cost of completion, disposal, and transportation. This guidance is effective forfiscal years beginning after December 15, 2016, including interim periods within those fiscal years, which for Xilinx would be the first quarter of fiscal year 2018.The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The Company iscurrently evaluating the impact of this new guidance on its consolidated financial statements.In January 2016, the FASB issued the final guidance regarding how companies measure equity investments that do not result in consolidation and are notaccounted for under the equity method and how they present changes in the fair value of financial liabilities measured under the fair value option that areattributable to their own credit. The new guidance also changes certain disclosure requirements and other aspects of current US GAAP. It does not change theguidance for classifying and measuring investments in debt securities and loans. Early adoption is permitted. The guidance is effective for public business entitiesfor annual periods beginning after December 15, 2017, and interim periods within those annual periods, which for Xilinx would be the first quarter of fiscal year2019. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.In February 2016, the FASB issued the authoritative guidance on leases. The new standard requires the recognition of assets and liabilities arising from leasetransactions on the balance sheet and will also require significant additional disclosures about the amount, timing and uncertainty of cash flows from leases.Accordingly, a lessee will recognize a lease asset for its right to use the underlying asset and a lease liability for the corresponding lease obligation. The newstandard is effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years, which for Xilinxwould be the first quarter of fiscal year 2020. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition, andprovides for certain practical expedients. In addition, the transition will require application of the new guidance at the beginning of the earliest comparative periodpresented. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.In March 2016, the FASB issued the authoritative guidance regarding contingent put and call options in debt instruments. The new guidance simplifies theembedded derivative analysis for debt instruments containing contingent call or put options, whereby a contingent put or call option embedded in a debt instrumentwould be evaluated for possible separate accounting as a derivative instrument without regard to the nature of the exercise contingency. The new guidance will beeffective for public business entities in fiscal years beginning after December 15, 2016, including interim periods within those years, which for Xilinx would be thefirst quarter of fiscal year 2018. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.In March 2016, the FASB finalized its amendments to the guidance in the new revenue standard on assessing whether an entity is a principal or an agent in arevenue transaction. The amendments clarify how an entity should identify the unit of accounting for the principal versus agent evaluation, and how it should applythe control principle to certain types of arrangements, such as service transactions, by explaining what a principal controls before the specified good or service istransferred to the customer. The FASB also addressed how an entity acting as a principal would determine its transaction price when it does not know the pricecharged to its customer for its goods or services by an intermediary. The amendments have the same effective date and transition requirements as the new revenuestandard, which for Xilinx would be the beginning of fiscal year 2019. The Company is currently evaluating the impact of this new guidance on its consolidatedfinancial statements.In March 2016, the FASB issued the authoritative guidance that simplifies various aspects related to how share-based payments are accounted for and presented inthe financial statements. The areas for simplification involve several aspects of the accounting for share-based payment transactions, including the income taxconsequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The new guidance will be effective for publicbusiness entities in fiscal years48Table of Contentsbeginning after December 15, 2016, including interim periods within those years, which for Xilinx would be the first quarter of fiscal year 2018. The Company iscurrently evaluating the impact of this new guidance on its consolidated financial statements.In April 2016, the FASB finalized amendments to the guidance in the new revenue standard on identifying performance obligations and accounting for licenses ofintellectual property. The amendments address implementation issues that were raised by stakeholders and discussed by the Revenue Recognition TransitionResource Group. The amendments have the same effective date and transition requirements as the new revenue standard, which for Xilinx would be the beginningof fiscal year 2019. The Company is currently evaluating the impact of this new guidance on its consolidated financial statements.Note 3.Fair Value MeasurementsThe 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 totransfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. When determining the fair value measurements forassets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which Xilinx wouldtransact and also considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions and risk ofnonperformance.The Company determines the fair value for marketable debt securities using industry standard pricing services, data providers and other third-party sources and byinternally performing valuation testing and analysis. The Company primarily uses a consensus price or weighted-average price for its fair value assessment. TheCompany determines the consensus price using market prices from a variety of industry standard pricing services, data providers, security master files from largefinancial institutions and other third party sources and uses those multiple prices as inputs into a distribution-curve-based algorithm to determine the daily marketvalue. The pricing services use multiple inputs to determine market prices, including reportable trades, benchmark yield curves, credit spreads and broker/dealerquotes as well as other industry and economic events. For certain securities with short maturities, such as discount commercial paper and certificates of deposit, thesecurity 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 thesubsequent 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 othersecurities, 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 valuemethodology during fiscal 2016 and the Company did not adjust or override any fair value measurements as of April 2, 2016 .Fair Value HierarchyThe fair value framework requires the categorization of assets and liabilities into three levels based upon the assumptions (inputs) used to price the assets orliabilities. The guidance for fair value measurements requires that assets and liabilities carried at fair value be classified and disclosed in one of the followingcategories: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 foridentical 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 forsubstantially the full term of the asset or liability.The Company's Level 2 assets consist of financial institution securities, non-financial institution securities, municipal bonds, U.S. government and agencysecurities, foreign government and agency securities, mortgage-backed securities, debt mutual funds, bank loans, asset-backed securities and commercialmortgage-backed securities. 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 thefair value of the assets or liabilities. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discountedcash flow methodologies or similar valuation techniques, as well as significant management judgment or estimation.49Table of ContentsThe Company's Level 3 assets and liabilities include student loan auction rate securities.Assets and Liabilities Measured at Fair Value on a Recurring BasisIn 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 basedon 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 thefair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability. The following tables presentinformation about the Company's assets and liabilities measured at fair value on a recurring basis as of April 2, 2016 and March 28, 2015 : April 2, 2016(In thousands) Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair ValueAssets Cash equivalents: Money market funds $232,698 $— $— $232,698Non-financial institution securities — 104,964 — 104,964Foreign government and agency securities — 98,967 — 98,967Municipal bonds — 1,003 — 1,003Short-term investments: Financial institution securities — 284,853 — 284,853Non-financial institution securities — 460,148 — 460,148Municipal bonds — 61,579 — 61,579U.S. government and agency securities 81,873 110,420 — 192,293Foreign government and agency securities — 214,201 — 214,201Mortgage-backed securities — 1,067,157 — 1,067,157Debt mutual fund — 35,116 — 35,116Bank loans — 102,015 — 102,015Asset-backed securities — 210,051 — 210,051Commercial mortgage-backed securities — 206,470 — 206,470Long-term investments: Auction rate securities — — 9,977 9,977Municipal bonds — 7,100 — 7,100Mortgage-backed securities — 140,382 — 140,382Debt mutual fund — 56,785 — 56,785Asset-backed securities — 6,563 — 6,563Derivative financial instruments, net — 744 — 744Total assets measured at fair value $314,571 $3,168,518 $9,977 $3,493,06650Table of Contents March 28, 2015(In thousands) Quoted Prices in Active Markets for Identical Instruments (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Total Fair ValueAssets Cash equivalents: Money market funds $235,583 $— $— $235,583Financial institution securities — 229,999 — 229,999Non-financial institution securities — 89,995 — 89,995U.S. government and agency securities — 200,392 — 200,392Foreign government and agency securities — 37,996 — 37,996Short-term investments: Financial institution securities — 75,000 — 75,000Non-financial institution securities — 339,029 — 339,029Municipal bonds — 40,006 — 40,006U.S. government and agency securities 256,514 301,010 — 557,524Foreign government and agency securities — 159,936 — 159,936Mortgage-backed securities — 859,330 — 859,330Debt mutual fund — 38,608 — 38,608Bank loans — 98,100 — 98,100Asset-backed securities — 204,510 — 204,510Commercial mortgage-backed securities — 38,446 — 38,446Long-term investments: Auction rate securities — — 10,312 10,312Municipal bonds — 9,650 — 9,650Mortgage-backed securities — 180,906 — 180,906Debt mutual fund — 56,592 — 56,592Asset-backed securities — 7,948 — 7,948Commercial mortgage-backed securities — 1,494 — 1,494Total assets measured at fair value $492,097 $2,968,947 $10,312 $3,471,356Liabilities Derivative financial instruments, net $— $9,251 $— $9,251Total liabilities measured at fair value $— $9,251 $— $9,251Net assets measured at fair value $492,097 $2,959,696 $10,312 $3,462,105Changes in Level 3 Instruments Measured at Fair Value on a Recurring BasisThe following table is a reconciliation of all assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3): 51Table of Contents Years Ended(In thousands) April 2, 2016 March 28, 2015Balance as of beginning of period $10,312 $20,160Total realized and unrealized gains (losses): Included in other comprehensive income (loss) (335) 1,152Sales and settlements, net (1) — (11,000)Balance as of end of period $9,977 $10,312(1)During fiscal 2015 , the Company redeemed $11.0 million of student loan auction rate securities for cash at par value.As of April 2, 2016 , marketable securities measured at fair value using Level 3 inputs were comprised of $10.0 million of student loan auction rate securities. Financial Instruments Not Recorded at Fair Value on a Recurring BasisThe Company's 2017 Convertible Notes, 2019 Notes and 2021 Notes are measured at fair value on a quarterly basis for disclosure purposes. The fair values of the2017 Convertible Notes, 2019 Notes and 2021 Notes as of April 2, 2016 were approximately $990.5 million , $503.6 million and $523.6 million , respectively,based on the last trading price of the respective debentures for the period (classified as Level 2 in fair value hierarchy due to relatively low trading volume).52Table of ContentsNote 4.Financial InstrumentsThe following is a summary of cash equivalents and available-for-sale securities as of the end of the periods presented:April 2, 2016 March 28, 2015(In thousands)Amortized Cost GrossUnrealizedGains GrossUnrealizedLosses Estimated FairValue Amortized Cost GrossUnrealizedGains GrossUnrealizedLosses Estimated FairValueMoney market funds$232,698 $— $— $232,698 $235,583 $— $— $235,583Financial institution— securities284,853 — — 284,853 304,999 — — 304,999Non-financial institution— securities564,480 862 (230) 565,112 429,005 25 (6) 429,024Auction rate securities10,500 — (523) 9,977 10,500 — (188) 10,312Municipal bonds68,938 877 (133) 69,682 49,064 744 (152) 49,656U.S. government and agency securities192,291 73 (71) 192,293 757,954 91 (129) 757,916Foreign government and agency securities313,168 — — 313,168 197,932 — — 197,932Mortgage-backed securities1,200,071 12,848 (5,380) 1,207,539 1,035,598 8,809 (4,171) 1,040,236Asset-backed securities216,068 1,151 (605) 216,614 211,487 1,130 (159) 212,458Debt mutual funds101,350 — (9,449) 91,901 101,350 — (6,150) 95,200Bank loans102,092 25 (102) 102,015 98,131 29 (60) 98,100Commercial mortgage- backed securities207,847 432 (1,809) 206,470 40,132 133 (325) 39,940$3,494,356 $16,268 $(18,302) $3,492,322 $3,471,735 $10,961 $(11,340) $3,471,356Financial institution securities include securities issued or managed by financial institutions in various forms, such as commercial paper and time deposits.Substantially all time deposits were issued by institutions outside the U.S. as of April 2, 2016 and March 28, 2015 .The following tables show the fair values and gross unrealized losses of the Company's investments, aggregated by investment category, for individual securitiesthat have been in a continuous unrealized loss position for the length of time specified, as of April 2, 2016 and March 28, 2015 :April 2, 2016Less Than 12 Months12 Months or GreaterTotal(In thousands)Fair ValueGross UnrealizedLossesFair ValueGrossUnrealizedLossesFair ValueGrossUnrealizedLossesNon-financial institution securities$52,756$(230)$—$—$52,756$(230)Auction rate securities——9,977(523)9,977(523)Municipal bonds10,138(44)3,867(89)14,005(133)U.S. government and agency securities84,024(71)——84,024(71)Mortgage-backed securities346,560(3,916)114,285(1,464)460,845(5,380)Asset-backed securities81,038 (502) 20,793 (103) 101,831 (605)Debt mutual funds——91,901(9,449)91,901(9,449)Bank loans34,358 (31) 42,832 (71) 77,190 (102)Commercial mortgage- backed securities141,761 (878) 2,150 (931) 143,911 (1,809)$750,635$(5,672)$285,805$(12,630)$1,036,440$(18,302)53Table of ContentsMarch 28, 2015Less Than 12 Months 12 Months or Greater Total(In thousands)Fair Value Gross UnrealizedLosses Fair Value Gross UnrealizedLosses Fair Value GrossUnrealizedLossesNon-financial institution securities$7,190 $(6) $— $— $7,190 $(6)Auction rate securities— — 10,312 (188) 10,312 (188)Municipal bonds10,014 (94) 1,931 (58) 11,945 (152)U.S. government and agency securities451,296 (129) — — 451,296 (129)Mortgage-backed securities442,786 (2,901) 48,263 (1,270) 491,049 (4,171)Asset-backed securities75,009 (159) — — 75,009 (159)Debt mutual fund38,608 (1,392) 56,592 (4,758) 95,200 (6,150)Bank loans65,085 (60) — — 65,085 (60)Commercial mortgage- backed securities5,984 (268) 944 (57) 6,928 (325)$1,095,972 $(5,009) $118,042 $(6,331) $1,214,014 $(11,340)As of April 2, 2016 , the gross unrealized losses that had been outstanding for less than twelve months were primarily related to mortgage-backed securities due tothe general rising of the interest-rate environment, although the percentage of such losses to the total estimated fair value of the mortgage-backed securities wasrelatively insignificant. The gross unrealized losses that had been outstanding for more than twelve months were primarily related to debt mutual funds andmortgage-backed securities, which were primarily due to the general rising of the interest-rate environment and foreign currency movement.The Company reviewed the investment portfolio and determined that the gross unrealized losses on these investments as of April 2, 2016 and March 28, 2015 weretemporary in nature as evidenced by the fluctuations in the gross unrealized losses within the investment categories. These investments are highly rated by thecredit rating agencies and there have been no defaults on any of these securities, and we have received interest payments as they become due. Additionally, in thepast several years a portion of the Company's investment in the auction rate securities and the mortgage-backed securities were redeemed or prepaid by the debtorsat par. Furthermore, the aggregate of individual unrealized losses that had been outstanding for twelve months or more was not significant as of April 2, 2016 andMarch 28, 2015 . 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 oftheir 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 highcredit quality of these investments and any related underlying collateral.The amortized cost and estimated fair value of marketable debt securities (financial institution securities, non-financial institution securities, auction rate securities,municipal bonds, U.S. and foreign government and agency securities, mortgage-backed securities, asset-backed securities, bank loans and commercial mortgage-backed securities), by contractual maturity, are shown below. Actual maturities may differ from contractual maturities because issuers may have the right to call orprepay obligations without call or prepayment penalties. April 2, 2016(In thousands)Amortized CostEstimated Fair ValueDue in one year or less$1,120,486$1,120,487Due after one year through five years545,350545,457Due after five years through ten years264,616265,529Due after ten years1,229,8561,236,250$3,160,308$3,167,72354Table of ContentsAs of April 2, 2016 , $1.92 billion of marketable debt securities with contractual maturities of greater than one year were classified as short-term investments.Additionally, the above table did not include investments in money market and mutual funds because these funds do not have specific contractual maturities.Certain information related to available-for-sale securities is as follows:(In thousands)April 2, 2016March 28, 2015March 29, 2014Gross realized gains on sale of available-for-sale securities$1,248$15,101 $2,080Gross realized losses on sale of available-for-sale securities(878)(3,223) (2,412)Net realized gains (losses) on sale of available-for-sale securities$370$11,878 $(332)Amortization of premiums on available-for-sale securities$26,613$23,579 $27,293The cost of securities matured or sold is based on the specific identification method.Note 5.Derivative Financial InstrumentsThe Company's primary objective for holding derivative financial instruments is to manage foreign currency exchange rate risk and interest rate risk. As a result ofthe use of derivative financial instruments, the Company is exposed to the risk that counterparties to derivative contracts may fail to meet their contractualobligations. The Company manages counterparty credit risk in derivative contracts by reviewing counterparty creditworthiness on a regular basis, establishingcollateral requirement and limiting exposure to any single counterparty. The right of set-off that exists with certain transactions enables the Company to netamounts due to and from the counterparty, reducing the maximum loss from credit risk in the event of counterparty default.As of April 2, 2016 and March 28, 2015 , the Company had the following outstanding forward currency exchange contracts (in notional amount), which werederivative financial instruments: (In thousands and U.S. dollars)April 2, 2016March 28, 2015Singapore Dollar$26,978$43,901Euro19,12329,973Indian Rupee23,30222,228British Pound10,71612,946Japanese Yen3,3874,994$83,506$114,042As part of the Company's strategy to reduce volatility of operating expenses due to foreign exchange rate fluctuations, the Company employs a hedging programwith a forward outlook of up to two years for major foreign-currency-denominated operating expenses. The outstanding forward currency exchange contractsexpire at various dates through May 2017 . The net unrealized losses, which approximate the fair market value of the outstanding forward currency exchangecontracts, are expected to be recognized in the consolidated statements of income within the next two years .As of April 2, 2016 , all of the forward foreign currency exchange contracts were designated and qualified as cash flow hedges and the effective portion of the gainor loss on the forward contracts was reported as a component of other comprehensive income (loss) and reclassified into net income in the same period duringwhich the hedged transaction affects earnings. The estimated amount of such gains or losses as of April 2, 2016 that is expected to be reclassified into earnings wasnot material. The ineffective portion of the gains or losses on the forward contracts was included in the net income for all periods presented.The Company may enter into forward foreign currency exchange contracts to hedge firm commitments such as acquisitions and capital expenditures. Gains andlosses on foreign currency forward contracts that are designated as hedges of anticipated transactions, for which a firm commitment has been attained and thehedged relationship has been effective, are deferred and included in income or expenses in the same period that the underlying transaction is settled. Gains andlosses on any instruments not meeting the above criteria are recognized in income or expenses in the consolidated statements of income as they are incurred.The Company had the following derivative instruments as of April 2, 2016 and March 28, 2015 , located on the consolidated balance sheet, utilized for riskmanagement purposes detailed above:55Table of Contents Foreign Exchange Contracts Asset DerivativesLiability Derivatives(In thousands)Balance Sheet LocationFair ValueBalance Sheet LocationFair ValueApril 2, 2016Prepaid expenses and othercurrent assets$2,161Other accrued liabilities$1,417March 28, 2015Prepaid expenses and othercurrent assets$—Other accrued liabilities$9,320 The Company does not offset or net the fair value amounts of derivative financial instruments in its consolidated balance sheets. The potential effect of rights ofset-off associated with the derivative financial instruments was not material to the Company's consolidated balance sheet for all periods presented.The following table summarizes the effect of derivative instruments on the consolidated statements of income for fiscal 2016 and 2015 : Foreign Exchange Contracts(In thousands)2016 2015Amount of losses recognized in other comprehensive income on derivative (effective portion of cash flow hedging)$(7,779) $(8,321) Amount of losses reclassified from accumulated other comprehensive income into income (effective portion) *$(7,225) $(2,753) Amount of gains recorded (ineffective portion) *$10 $43*Recorded in Interest and Other Expense location within the consolidated statements of income.Note 6.Stock-Based Compensation PlansThe Company's equity incentive plans are broad-based, long-term retention programs that cover employees, consultants and non-employee directors of theCompany. These plans are intended to attract and retain talented employees, consultants and non-employee directors and to provide such persons with a proprietaryinterest in the Company.Stock-Based CompensationThe following table summarizes stock-based compensation expense related to stock awards granted under the Company's equity incentive plans and rights toacquire stock granted under the Company's ESPP:(In thousands)April 2, 2016 March 28, 2015 March 29, 2014Stock-based compensation included in: Cost of revenues$7,977 $8,101 $7,602Research and development59,692 50,185 46,197Selling, general and administrative44,315 40,994 40,515Restructuring charges— 579 —Stock-based compensation effect on income before taxes111,984 99,859 94,314Income tax effect(34,119) (29,268) (27,327)Net stock-based compensation effect on net income$77,865 $70,591 $66,987In accordance with the authoritative guidance on accounting for share-based payments, the Company adjusts stock-based compensation on a quarterly basis forchanges to the estimate of expected equity award forfeitures based on actual forfeiture experience. The effect of adjusting the forfeiture rate for all expenseamortization was recognized in the period the forfeiture estimate was changed, and was not material for all periods presented.56Table of ContentsAs of April 2, 2016 and March 28, 2015 , the ending inventory balances included $2.0 million of capitalized stock-based compensation. During fiscal 2016 , 2015and 2014 , the tax benefit realized for the tax deduction from option exercises and other awards, including amounts credited to additional paid-in capital, totaled$56.3 million , $55.0 million and $67.0 million , respectively.The fair values of stock options and stock purchase plan rights under the Company's equity incentive plans and ESPP were estimated as of the grant date using theBlack-Scholes option pricing model. The Company's expected stock price volatility assumption is estimated using implied volatility of the Company's tradedoptions. The expected life of options granted is based on the historical exercise activity as well as the expected disposition of all options outstanding. The expectedlife of options granted also considers the actual contractual term.The Company's stock-based compensation expense relating to options granted during fiscal 2016 , 2015 and 2014 were not material.The weighted-average fair value per share of stock purchase rights granted under the ESPP during fiscal 2016 , 2015 and 2014 were $11.20 , $9.17 and $11.11 ,respectively. These fair values per share were estimated at the date of grant using the following weighted-average assumptions: Employee Stock Purchase Plan 2016 2015 2014Expected life of options (years)1.3 1.3 1.3Expected stock price volatility0.26 0.25 0.24Risk-free interest rate0.5% 0.3% 0.2%Dividend yield2.7% 2.9% 2.4%The estimated fair values of restricted stock unit (RSU) awards were calculated based on the market price of Xilinx common stock on the date of grant, reduced bythe present value of dividends expected to be paid on Xilinx common stock prior to vesting. The per share weighted-average fair value of RSUs granted duringfiscal 2016 , 2015 and 2014 were $41.19 , $43.11 and $38.90 , respectively. The weighted average fair value of RSUs granted in fiscal 2016 , 2015 and 2014 werecalculated based on estimates at the date of grant using the following weighted-average assumptions: 2016 2015 2014Risk-free interest rate1.3% 0.8% 0.7%Dividend yield2.8% 2.5% 2.5%Options outstanding that have vested and are expected to vest in future periods as of April 2, 2016 are as follows:(Shares and intrinsic value in thousands) Number of Shares Weighted-AverageExercise Price Per Share Weighted-AverageRemaining ContractualTerm (Years) Aggregate IntrinsicValue (1)Vested (i.e., exercisable) 1,241 $25.33 0.98 $27,653Expected to vest 15 $31.74 1.73 $246Total vested and expected to vest 1,256 $25.41 0.99 $27,899 Total outstanding 1,257 $25.42 0.99 $27,917(1)These amounts represent the difference between the exercise price and $47.62 , the closing price per share of Xilinx's stock on April 2, 2016 , for all in-the-money optionsoutstanding.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 $344 thousand completed vesting during fiscal 2016 .As of April 2, 2016 , total unrecognized stock-based compensation costs related to stock options and ESPP were $64 thousand and $12.9 million , respectively. Thetotal unrecognized stock-based compensation cost for stock options and ESPP is expected to be recognized over a weighted-average period of 0.6 years and 0.8years , respectively.57Table of ContentsEmployee Stock Option PlansUnder the Company's stock option plans (Option Plans), options reserved for future issuance of common shares to employees and directors of the Company total14.2 million shares as of April 2, 2016 , including 12.9 million shares available for future grants under the 2007 Equity Incentive Plan (2007 Equity Plan). Optionsto 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. Thecontractual 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 theCompany generally expire ten years from the grant date. Stock awards granted to existing and newly hired employees generally vest over a four -year period fromthe date of grant.A summary of shares available for grant under the 2007 Equity Plan is as follows:(Shares in thousands) Shares Available for GrantMarch 30, 2013 15,990Additional shares reserved 2,000Stock options granted (8)Stock options cancelled 26RSUs granted (3,297)RSUs cancelled 326March 29, 2014 15,037Additional shares reserved 3,000Stock options cancelled 6RSUs granted (3,201)RSUs cancelled 531March 28, 2015 15,373Stock options cancelled 10RSUs granted (3,088)RSUs cancelled 634April 2, 2016 12,929The types of awards allowed under the 2007 Equity Plan include incentive stock options, non-qualified stock options, RSUs, restricted stock and stock appreciationrights. To date, the Company has issued a mix of non-qualified stock options and RSUs under the 2007 Equity Plan.58Table of ContentsA summary of the Company's Option Plans activity and related information is as follows: Options Outstanding(Shares in thousands)Number of Shares Weighted-AverageExercise Price PerShareMarch 30, 201312,753 $28.01Granted8 $41.08Exercised(7,421) $29.95Forfeited/cancelled/expired(60) $35.61March 29, 20145,280 $25.22Granted— —Exercised(2,009) $25.80Forfeited/cancelled/expired(24) $32.22March 28, 20153,247 $24.81Granted— —Exercised(1,977) $24.38Forfeited/cancelled/expired(13) $32.10April 2, 20161,257 $25.42Options exercisable at: April 2, 20161,241 $25.33March 28, 20153,173 $24.59The total pre-tax intrinsic value of options exercised during fiscal 2016 and 2015 was $42.6 million and $37.3 million , respectively. This intrinsic value representsthe 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 stockoptions.The following information relates to options outstanding and exercisable under the Option Plans as of April 2, 2016 : Options Outstanding Options Exercisable Weighted- Weighted- Weighted-(Shares in thousands) Average Average Average Remaining Exercise Exercise Options Contractual Term Price Per Options Price PerRange of Exercise Prices Outstanding (Years) Share Exercisable Share$18.97 - $19.79 5 0.18 $19.22 5 $19.22$20.57 - $29.27 1,105 0.76 $24.32 1,105 $24.32$30.21 - $38.56 147 2.75 $33.90 131 $33.84 1,257 0.99 $25.42 1,241 $25.3359Table of ContentsRSU AwardsA summary of the Company's RSU activity and related information is as follows: RSUs Outstanding(Shares and intrinsic value in thousands)Number ofSharesWeighted-AverageGrant-DateFair ValuePer ShareWeightedAverageRemainingContractualTerm (Years)AggregateIntrinsic Value(1)March 30, 20135,996 $30.83 Granted3,297 $38.90 Vested (2)(2,066) $29.25 Cancelled(326) $32.28 March 29, 20146,901 $35.08 Granted3,201 $43.11 Vested (2)(2,698) $33.82 Cancelled(531) $32.91 March 28, 20156,873 $39.07 Granted3,088 $41.19 Vested (2)(2,691) $37.23 Cancelled(592) $39.43 April 2, 20166,678 $40.74 2.31 $318,023 Expected to vest as of April 2, 20165,426 $40.71 2.31 $258,375(1)Aggregate intrinsic value for RSUs represents the closing price per share of Xilinx's stock on April 2, 2016 of $47.62 , multiplied by the number of RSUs outstanding orexpected to vest as of April 2, 2016 .(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 $100.2 million were vested during fiscal 2016 . As of April 2, 2016 , total unrecognized stock-based compensation costs related to non-vested RSUs was $179.7 million . The total unrecognized stock-based compensation cost for RSUs is expected to be recognized over a weighted-average period of2.5 years .Employee Stock Purchase PlanUnder the Company's ESPP, qualified employees can obtain a 24 -month purchase right to purchase the Company's common stock at the end of each six -monthexercise period. Participation is limited to 15% of the employee's annual earnings up to a maximum of $21 thousand in a calendar year. Approximately 81% of alleligible employees participate in the ESPP. The purchase price of the stock is 85% of the lower of the fair market value at the beginning of the 24 -month offeringperiod or at the end of each six -month exercise period. Employees purchased 1.1 million shares for $37.6 million in fiscal 2016 , 1.2 million shares for $39.0million in fiscal 2015, and 1.2 million shares for $37.9 million in fiscal 2014. The next scheduled purchase under the ESPP is in the second quarter of fiscal 2017 .As of April 2, 2016 , 9.4 million shares were available for future issuance.Note 7. Balance Sheet InformationThe following tables disclose the current liabilities that individually exceed 5% of the respective consolidated balance sheet amounts in each fiscal year. Individualbalances that are less than 5% of the respective consolidated balance sheet amounts are aggregated and disclosed as "other."60Table of Contents(In thousands)2016 2015Accrued payroll and related liabilities: Accrued compensation$73,823 $79,312 Deferred compensation plan liability74,180 70,163 Other6,291 7,125$154,294 $156,600Other accrued liabilities: Interest payable$5,591 $5,432 Forward currency exchange contracts1,417 9,320 Restructuring Charges1,164 14,634 Other36,936 35,290$45,108 $64,676Note 8.Restructuring ChargesDuring the fourth quarter of fiscal 2015, the Company announced restructuring measures designed to realign resources and drive overall operating efficiencies.These measures impacted approximately 120 positions, or 3% of the Company's global workforce, in various geographies and functions worldwide. Thereorganization plan was substantially completed by the end of the first quarter of fiscal 2016.The Company recorded total restructuring charges of $24.5 million in the fourth quarter of fiscal 2015, primarily related to severance pay expenses and write-offsof acquisition-related intangibles. As of the end of fiscal 2016, the remaining balance of the restructuring accrual was $1.2 million , which is expected to be settledwithin the next few quarters.Note 9.CommitmentsXilinx 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 anup-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(In thousands)2017$5,10620183,13820192,88520202,07820211,494Thereafter956Total$15,657Aggregate future rental income to be received, which includes rents from both owned and leased property, totaled $2.7 million as of April 2, 2016 . Rent expense,net of rental income, under all operating leases was $4.5 million for fiscal 2016 , $3.2 million for fiscal 2015 , and $3.1 million for fiscal 2014 . Rental income wasnot material for fiscal 2016 , 2015 or 2014 .Other commitments as of April 2, 2016 totaled $108.9 million and consisted of purchases of inventory and other non-cancelable purchase obligations related tosubcontractors that manufacture silicon wafers and provide assembly and test services. The Company expects to receive and pay for these materials and services inthe next three to six months, as the products meet delivery and quality61Table of Contentsspecifications. As of April 2, 2016 , the Company had $33.8 million of non-cancelable license obligations to providers of electronic design automation softwareand hardware/software maintenance expiring at various dates through December 2018 . As of April 2, 2016 , the Company also had open purchase obligationstotaling $15.0 million related to the renovation of one of its properties. The Company expects to receive and pay for these materials and services within the next sixmonths.Note 10.Net Income Per Common ShareThe computation of basic net income per common share for all periods presented is derived from the information on the consolidated statements of income, andthere are no reconciling items in the numerator used to compute diluted net income per common share. The following table summarizes the computation of basicand diluted net income per common share:(In thousands, except per share amounts)2016 2015 2014Net income available to common stockholders$550,867 $648,216 $630,388Weighted average common shares outstanding-basic257,184 265,480 266,431Dilutive effect of employee equity incentive plans2,260 3,257 4,508Dilutive effect of 2017 Convertible Notes and warrants9,2237,3868,544Dilutive effect of 2037 Convertible Notes— — 7,913Weighted average common shares outstanding-diluted268,667 276,123 287,396Basic earnings per common share$2.14 $2.44 $2.37Diluted earnings per common share$2.05 $2.35 $2.19The total shares used in the denominator of the diluted net income per common share calculation includes potentially dilutive common equivalent sharesoutstanding that are not included in basic net income per common share by applying the treasury stock method to the impact of the equity incentive plans and to theincremental shares issuable assuming conversion of the Company's convertible debt and warrants (see "Note 13. Debt and Credit Facility" for more discussion ofour debt and warrants).Outstanding stock options and RSUs under the Company's stock award plans to purchase approximately 4.6 million , 4.1 million and 5.1 million shares, for fiscal2016 , 2015 or 2014 respectively, were excluded from diluted net income per common share by applying the treasury stock method, as their inclusion would havebeen antidilutive. These options and RSUs could be dilutive in the future if the Company's average share price increases and is greater than the combined exerciseprices and the unamortized fair values of these options and RSUs.To hedge against potential dilution upon conversion of the 2017 Convertible Notes, the Company also purchased call options on its common stock from the hedgecounterparties. The call options give the Company the right to purchase up to 20.5 million shares of its common stock at $29.26 per share. These call options arenot considered for purposes of calculating the total shares outstanding under the basic and diluted net income per share, as their effect would be anti-dilutive. Uponexercise, the call options would serve to neutralize the dilutive effect of the 2017 Convertible Notes and potentially reduce the weighted number of diluted sharesused in per share calculations.Note 11.Interest and Other Expense, NetThe components of interest and other expense, net are as follows: (In thousands)April 2, 2016 March 28, 2015 March 29, 2014Interest income$40,180 $35,876 $28,079Interest expense(55,456) (55,431) (54,035)Other income (expense), net(17,780) 4,553 (3,597)$(33,056) $(15,002) $(29,553)Note 12.Accumulated Other Comprehensive LossComprehensive loss is defined as the change in equity of a company during a period from transactions and other events and circumstances from non-ownersources. The components of accumulated other comprehensive loss are as follows: 62Table of Contents(In thousands)2016 2015Accumulated unrealized losses on available-for-sale securities, net of tax$(1,260) $(238)Accumulated unrealized gains (losses) on hedging transactions, net of tax256 (7,523)Accumulated cumulative translation adjustment, net of tax(5,627) (3,388)Accumulated other comprehensive loss$(6,631) $(11,149)The related tax effects of other comprehensive loss were not material for all periods presented.Note 13.Debt and Credit Facility2017 Convertible NotesAs of April 2, 2016 , the Company had $600.0 million principal amount of 2017 Convertible Notes outstanding. The 2017 Convertible Notes are senior in right ofpayment to the Company's existing and future unsecured indebtedness that is expressly subordinated in right of payment to the 2017 Convertible Notes, and areranked equally with all of our other existing and future unsecured senior indebtedness, including the 2019 and 2021 Notes discussed below. The Company may notredeem the 2017 Convertible Notes prior to maturity.The 2017 Convertible Notes are convertible, subject to certain conditions, into shares of Xilinx common stock at a conversion rate of 34.1754 shares of commonstock per $1 thousand principal amount of the 2017 Convertible Notes, representing an effective conversion price of approximately $29.26 per share of commonstock. The conversion rate is subject to adjustment for certain events as outlined in the indenture governing the 2017 Convertible Notes but will not be adjusted foraccrued interest. One of the conditions allowing holders of the 2017 Convertible Notes to convert during any fiscal quarter is if the last reported sale price of theCompany's common stock for at least 20 trading days during a period of 30 consecutive trading days ending on the last trading day of the preceding fiscal quarteris greater than or equal to 130% of the conversion price on each applicable trading day. This condition was met as of April 2, 2016 and as a result, the 2017Convertible Notes were convertible at the option of the holders. As of April 2, 2016 , the 2017 Convertible Notes were classified as a current liability on theCompany's consolidated balance sheet. Additionally, a portion of the equity component attributable to the conversion feature of the 2017 Convertible Notes wasclassified in temporary stockholders' equity. The amount classified as temporary equity was equal to the difference between the principal amount and carryingvalue of the 2017 Convertible Notes.Upon conversion, the Company would pay the holders of the 2017 Convertible Notes cash up to the aggregate principal amount of the 2017 Convertible Notes. Ifthe conversion value exceeds the principal amount, the Company would deliver shares of its common stock with respect to the remainder of its conversionobligation in excess of the aggregate principal amount (conversion spread). Accordingly, there is no adjustment to the numerator in the net income per commonshare computation for the cash settled portion of the 2017 Convertible Notes, as that portion of the debt liability will always be settled in cash. The conversionspread will be included in the denominator for the computation of diluted net income per common share, using the treasury stock method.The carrying values of the liability and equity components of the 2017 Convertible Notes are reflected in the Company's consolidated balance sheets as follows:(In thousands)2016 2015Liability component: Principal amount of the 2017 Convertible Notes$600,000 $600,000 Unamortized discount of liability component(18,135) (33,679) Hedge accounting adjustment – sale of interest rate swap5,241 9,732 Net carrying value of the 2017 Convertible Notes$587,106 $576,053 Equity component (including temporary equity) – net carrying value$66,415 $66,415The remaining unamortized debt discount, net of the hedge accounting adjustment from the sale of the interest rate swap, is being amortized as additional non-cashinterest expense over the expected remaining term of the 2017 Convertible Notes. As of April 2, 2016 , the remaining term of the 2017 Convertible Notes is 1.2 years. As of April 2, 2016 , the if-converted value of the 2017 Convertible Notes was $970.0 million .63Table of ContentsInterest expense related to the 2017 Convertible Notes was included in interest and other expense, net on the consolidated statements of income as follows:(In thousands)April 2, 2016 March 28, 2015 March 29, 2014Contractual coupon interest$15,750 $15,750 $15,750Amortization of debt issuance costs1,448 1,448 1,448Amortization of debt discount, net11,052 11,052 11,052Total interest expense related to the 2017 Convertible Notes$28,250 $28,250 $28,250To hedge against potential dilution upon conversion of the 2017 Convertible Notes, the Company also purchased call options on its common stock from the hedgecounterparties. The call options give the Company the right to purchase up to 20.5 million shares of its common stock at $29.26 per share. The call options willterminate upon the earlier of the maturity of the 2017 Convertible Notes or the last day any of the 2017 Convertible Notes remain outstanding. To reduce thehedging cost, under separate transactions the Company sold warrants to the hedge counterparties, which give the hedge counterparties the right to purchase up to20.5 million shares of the Company's common stock at $41.45 per share. These warrants expire on a gradual basis over a specified period starting on September 13,2017.2019 and 2021 NotesOn March 12, 2014, the Company issued $500.0 million principal amount of 2019 Notes and $500.0 million principal amount of 2021 Notes with maturity dates ofMarch 15, 2019 and March 15, 2021 respectively. The 2019 and 2021 Notes were offered to the public at a discounted price of 99.477% and 99.281% of par,respectively. Interest on the 2019 and 2021 Notes is payable semiannually on March 15 and September 15.The Company received net proceeds of $990.1 million from issuance of the 2019 and 2021 Notes, after the debt discounts and deduction of debt issuance costs.The debt discounts and issuance costs are amortized to interest expense over the lives of the 2019 and 2021 Notes.The following table summarizes the carrying value of the 2019 and 2021 Notes in the Company's consolidated balance sheets:(In thousands) 2016 2015Principal amount of the 2019 Notes $500,000 $500,000Unamortized discount of the 2019 Notes (1,560) (2,073)Principal amount of the 2021 Notes 500,000 500,000Unamortized discount of the 2021 Notes (2,605) (3,088)Total senior notes $995,835 $994,839Interest expense related to the 2019 and 2021 Notes was included in interest and other expense, net on the consolidated statements of income as follows:(In thousands) April 2, 2016 March 28, 2015 March 29, 2014Contractual coupon interest $25,625 $25,625 $1,210Amortization of debt issuance costs 586 586 52Amortization of debt discount, net 995 970 80Total interest expense related to the 2019 and 2021 Notes $27,206 $27,181 $1,342 2037 Convertible NotesOn March 12, 2014, the Company paid $1.23 billion in cash to redeem all of the outstanding $689.6 million (principal amount) of its 2037 Convertible Notes. Inaccordance with the authoritative guidance for convertible debentures issued by the FASB, the redemption payment was allocated between the liability ( $377.6million ) and equity ( $856.5 million ) components of the convertible debentures, using the equivalent rate that reflected the borrowing rate for a similar non-convertible debt prior to the redemption. As a result, the Company recognized a loss on extinguishment of convertible debentures of $9.8 million , net of theunamortized64Table of Contentsdebt discount ( $315.4 million ), the write-off of the unamortized debt issuance costs ( $5.1 million ) and unamortized embedded derivative valuation ( $1.3 million).Prior to the redemption, interest expense related to the 2037 Convertible Notes was included in interest and other expense, net on the consolidated statements ofincome, and was recognized as follows:(In thousands)April 2, 2016 March 28, 2015 March 29, 2014Contractual coupon interest$— $— $20,065Amortization of debt issuance costs— — 223Amortization of embedded derivative— — 58Amortization of debt discount— — 5,187Fair value adjustment of embedded derivative— — (1,090)Total interest expense related to the 2037 Convertible Notes$— $— $24,443Revolving Credit FacilityOn December 7, 2011 , the Company entered into a $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 withthe credit facility, the Company is required to maintain certain financial and non-financial covenants. As of April 2, 2016 , the Company had made no borrowingsunder this credit facility and was not in violation of any of the covenants.Note 14. Stockholders' EquityPreferred StockThe 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 unissuedseries of preferred stock. As of April 2, 2016 and March 28, 2015 , no preferred shares were issued or outstanding.Common Stock and Debentures Repurchase ProgramsThe Board of Directors has approved stock repurchase programs enabling the Company to repurchase its common stock in the open market or through negotiatedtransactions with independent financial institutions. In November 2014, the Board authorized the repurchase of an additional $800.0 million of the Company'scommon stock (2014 Repurchase Program). The 2014 Repurchase Program has no stated expiration date.Through April 2, 2016 , the Company has used up $595.8 million of the $800.0 million authorized under the 2014 Repurchase Program, leaving $204.2 millionavailable for future repurchases. The Company's current policy is to retire all repurchased shares, and consequently, no treasury shares were held as of April 2,2016 and March 28, 2015 .During fiscal 2016 , the Company repurchased 9.7 million shares of common stock in the open market for a total of approximately $443.2 million under the 2014Repurchase Programs. During fiscal 2015 , the Company repurchased 15.3 million shares of common stock in the open market for a total of $650.0 million .65Table of ContentsNote 15.Income TaxesThe provision for income taxes consists of the following:(In thousands) April 2, 2016 March 28, 2015 March 29, 2014Federal: Current $21,366 $61,308 $16,692 Deferred 42,146 17,121 48,021 63,512 78,429 64,713State: Current 2,447 3,330 1,333 Deferred 1,781 1,803 5,954 4,228 5,133 7,287Foreign: Current 18,016 9,433 7,264 Deferred 202 (1,135) (126) 18,218 8,298 7,138Total $85,958 $91,860 $79,138The domestic and foreign components of income before income taxes were as follows:(In thousands)April 2, 2016 March 28, 2015 March 29, 2014Domestic$37,568 $110,881 $83,617Foreign599,257 629,195 625,909Income before income taxes$636,825 $740,076 $709,526The tax benefits associated with stock-based compensation recorded in additional paid-in capital were $11.4 million , $13.9 million and $26.4 million , for fiscal2016 , 2015 and 2014 , respectively.As of April 2, 2016 , the Company had federal and state net operating loss carryforwards of approximately $15.4 million . If unused, these carryforwards willexpire at various dates through fiscal 2030 . All of the federal and state net operating loss carryforwards are subject to change of ownership limitations provided bythe Internal Revenue Code and similar state provisions. The Company had state research tax credit carryforwards of approximately $167.5 million . The creditshave no expiration date. Some of the state credit carryforwards are subject to change of ownership limitations provided by state provisions similar to that of theInternal Revenue Code. The state credit carryforwards include $95.7 million that is not likely to be recovered and has been reduced by a valuation allowance.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$3.10 billion as of April 2, 2016 . The residual U.S. tax liability, if such amounts were remitted, would be approximately $1.04 billion .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:66Table of Contents(In thousands) April 2, 2016 March 28, 2015 March 29, 2014Income before provision for taxes $636,825 $740,076 $709,526Federal statutory tax rate 35% 35% 35%Computed expected tax 222,889 259,027 248,334State taxes, net of federal benefit 3,177 2,458 4,664Foreign earnings at lower tax rates (112,942) (141,372) (143,336)Tax credits (25,211) (26,633) (23,389)Other (1,955) (1,620) (7,135)Provision for income taxes $85,958 $91,860 $79,138The Company has manufacturing operations in Singapore where the Company has been granted "Pioneer Status" that is effective through fiscal 2021. The PioneerStatus reduces the Company's tax on the majority of Singapore income from 17% to zero percent. The benefits of Pioneer Status in Singapore for fiscal 2016 ,fiscal 2015 and fiscal 2014 were approximately $51.3 million ( $0.19 per diluted share), $66.0 million ( $0.24 per diluted share), and $60.3 million ( $0.21 perdiluted share), respectively, on income considered permanently reinvested outside the U.S. The tax effect of operations in low tax jurisdictions on the Company'soverall tax rate is reflected in the table above.The major components of deferred tax assets and liabilities consisted of the following as of April 2, 2016 and March 28, 2015 :(In thousands) 2016 2015Deferred tax assets: Stock-based compensation $22,128 $18,233 Deferred income on shipments to distributors 9,307 9,207 Accrued expenses 32,771 28,318 Tax credit carryforwards 95,424 86,650 Deferred compensation plan 27,412 26,079 Low income housing and other investments 8,265 10,247 Other 11,538 10,706 Subtotal 206,845 189,440 Valuation allowance (62,179) (52,552) Total deferred tax assets 144,666 136,888Deferred tax liabilities: Unremitted foreign earnings (335,522) (280,322) Convertible debt (2,349) (3,220) Other (1,699) (3,987) Total deferred tax liabilities (339,570) (287,529)Total net deferred tax liabilities $(194,904) $(150,641)In November 2015, the FASB issued authoritative guidance which requires companies to classify all deferred tax assets and liabilities as non-current on the balancesheet instead of separating deferred taxes into current and non-current amounts. The Company has adopted this guidance in the fourth quarter of fiscal year 2016on a prospective basis. As a result, the Company's 2016 current deferred tax assets were reclassified and netted with non-current deferred tax assets or deferred taxliabilities, depending on the tax jurisdiction.Long-term deferred tax assets of $66.6 million and $59.7 million as of April 2, 2016 and March 28, 2015 , respectively, were included in other assets on theconsolidated balance sheet.As of April 2, 2016 and March 28, 2015 , gross deferred tax assets were offset by valuation allowances of $62.2 million and $52.6 million , respectively, whichwere associated with state tax credit carryforwards.The aggregate changes in the balance of gross unrecognized tax benefits for fiscal 2016 and 2015 were as follows:67Table of Contents(In thousands) 20162015Balance as of beginning of fiscal year $30,089$26,398Increases in tax positions for prior years 78697Decreases in tax positions for prior years (606)(37)Increases in tax positions for current year 4,7574,822Settlements (85)—Lapses in statutes of limitation (942)(1,191)Balance as of end of fiscal year $33,999$30,089If the remaining balance of $34.0 million and $30.1 million of unrecognized tax benefits as of April 2, 2016 and March 28, 2015 , respectively, were realized in afuture period, it would result in a tax benefit of $15.3 million and $12.5 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 ofincome. The balances of accrued interest and penalties recorded in the consolidated balance sheets and the amounts of interest and penalties included in theCompany's provisions for income taxes were not material for any period presented.The Company is no longer subject to U.S. federal or Ireland audits by taxing authorities for years through fiscal 2011. The Company is no longer subject to U.S.state audits for years through fiscal 2010.The Company has been subject to examination by the IRS for fiscal 2012 through 2014. During the fourth quarter of fiscal 2016, the IRS completed its fieldworkand issued a Revenue Agent Report. The case has been moved forward to the Joint Committee on Taxation for review. As a result, the audit remains officially openuntil such review is completed.The Company believes its provision for unrecognized tax benefits is adequate for adjustments that may result from tax audits. However, the outcome of tax auditscannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, theCompany could be required to adjust its provision for income taxes in the period such resolution occurs. It is reasonably possible that changes to the Company'sunrecognized 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 uncertaintiesregarding tax audits and their possible outcomes, an estimate of the range of increase or decrease that could occur in the next twelve months cannot be made at thistime.Note 16. Segment InformationXilinx designs, develops and markets programmable logic semiconductor devices and the related software design tools. The Company operates and tracks itsresults in one operating segment. Xilinx sells its products to OEMs and to electronic components distributors who resell these products to OEMs or subcontractmanufacturers. Geographic revenue information for fiscal 2016 , 2015 and 2014 reflects the geographic location of the distributors or OEMs who purchased the Company'sproducts. This may differ from the geographic location of the end customers. Long-lived assets include property, plant and equipment, which were based on thephysical location of the asset as of the end of each fiscal year.68Table of ContentsNet revenues by geographic region were as follows:(In thousands)April 2, 2016 March 28, 2015 March 29, 2014North America: United States$592,422 $625,434 $610,276 Other118,240 112,900 97,416 Total North America710,662 738,334 707,692 Asia Pacific: China520,562 573,007 564,814 Other335,304 357,598 375,013 Total Asia Pacific855,866 930,605 939,827 Europe424,685 477,102 519,829Japan222,668 231,303 215,183 Worldwide total$2,213,881 $2,377,344 $2,382,531Net long-lived assets by country at fiscal year-ends were as follows:(In thousands)2016 2015 2014United States$191,400 $195,353 $237,229Foreign: Ireland43,011 46,216 48,043 Singapore36,029 43,020 51,569 Other12,906 16,449 18,248 Total foreign91,946 105,685 117,860 Worldwide total$283,346 $301,038 $355,089Note 17.Litigation Settlements and ContingenciesPatent LitigationOn November 7, 2014, the Company filed a complaint for declaratory judgment against Papst Licensing GmbH & Co., KG (Papst) in the U.S. District Court forthe Northern District of California (Xilinx, Inc. v. Papst Licensing GmbH & Co., KG, Case No. 3:14-CV-04963) (the California Action). On the same date, apatent infringement lawsuit was filed by Papst against the Company in the U.S. District Court for the District of Delaware (Papst Licensing GmbH & Co., KG v.Xilinx, Inc., Case No. 1:14-CV-01376) (the Delaware Action). Both the California Action and the Delaware Action pertain to the same two patents. In theDelaware Action, Papst seeks unspecified damages, interest and costs. On July 9, 2015, the Court in the California Action granted Papst's motion to dismiss forlack of personal jurisdiction, and the California Action was dismissed. The Company has appealed the decision dismissing in the California Action. OnSeptember 1, 2015, the Court in the Delaware Action granted the Company's motion to transfer the Delaware Action to the U.S. District Court for the NorthernDistrict of California (Papst Licensing GmbH & Co., KG v. Xilinx, Inc., Case No. 3:16-cv-00925-EDL). The Company is unable to estimate its range of possibleloss, if any, in this matter at this time. On July 17, 2014, a patent infringement lawsuit was filed by PLL Technologies, Inc. (PTI) against the Company in the U.S. District Court for the District ofDelaware (PLL Technologies, Inc. v. Xilinx, Inc., Case No. 1:14-CV-00945). On April 28, 2015, the United States Patent Trial and Appeal Board granted Xilinx'srequest for inter partes review (IPR) with respect to all claims in the litigation. On May 5, 2015, the Court ordered the litigation be stayed pending final resolutionof the IPR. The lawsuit pertains to one patent and PTI seeks unspecified damages, interest and costs. The Company is unable to estimate its range of possible loss,if any, in this matter at this time. On May 22, 2015, a patent infringement lawsuit was filed by QuickCompile IP, LLC (QuickCompile) against the Company in the U.S. District Court for theEastern District of Texas (QuickCompile IP, LLC v. Xilinx, Inc., Case No. 2:15-CV-00820). On April69Table of Contents20, 2016, the parties entered into a settlement agreement pursuant to which the parties entered into a mutual release of claims that included QuickCompileabsolutely discharging the Company, its affiliates, and covered third parties from any and all claims, including those before the effective date of the proposedsettlement, that arise from or relate to in any way the patents at issue. QuickCompile also granted the Company, its affiliates and covered third parties anirrevocable, perpetual, fully-paid, royalty-free, worldwide license under the patents. The Company did not make any payment to QuickCompile for the license, butthe parties acknowledged an agreement involving the patents between QuickCompile and RPX Corporation. On April 21, 2016, the U.S. District Court for theEastern District of Texas issued an order dismissing the suit with prejudice.The Company intends to continue to protect and defend our IP vigorously.Other MattersOn June 11, 2015, John P. Neblett as Chapter 7 Trustee of Valley Forge Composite Technologies, Inc. filed a complaint against Xilinx and others in the U.S.Bankruptcy Court for the Middle District of Pennsylvania (Bankruptcy No. 1:13-bk-05253-JJT). The complaint alleges causes of actions against Xilinx fornegligence and civil conspiracy relating to alleged violations of U.S. export laws. It seeks at least $50.0 million in damages, together with punitive damages, fromthe defendants. On September 21, 2015, the action was withdrawn from the U.S. Bankruptcy Court for the Middle District of Pennsylvania and transferred to theU.S. District Court for the Eastern District of Kentucky. On November 2, 2015, Xilinx—along with other defendants—filed a motion to dismiss the complaint. OnNovember 3, 2015, Xilinx filed a motion for sanctions pursuant to Federal Rule of Civil Procedure 11. The Court has not yet adjudicated either motion. TheCompany is unable to estimate its range of possible loss, if any, in this matter at this time.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 andlawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and othermatters. Periodically, the Company reviews the status of each matter and assesses its potential financial exposure. If the potential loss from any claim or legalproceeding is considered probable and a range of possible losses can be estimated, the Company accrues a liability for the estimated loss. Legal proceedings aresubject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at thetime. As additional information becomes available, the Company continues to reassess the potential liability related to pending claims and litigation and may reviseestimates.Note 18.Goodwill and Acquisition-Related IntangiblesAs of April 2, 2016 and March 28, 2015 , the gross and net amounts of goodwill and of acquisition-related intangibles for all acquisitions were as follows: Weighted-Average(In thousands)2016 2015 Amortization LifeGoodwill$159,296 $159,296 Core technology, gross77,640 77,640 5.6 yearsLess accumulated amortization(71,472) (64,988) Core technology, net6,168 12,652 Other intangibles, gross46,606 46,606 2.7 yearsLess accumulated amortization(46,572) (46,506) Other intangibles, net34 100 Total acquisition-related intangibles, gross124,246 124,246 Less accumulated amortization(118,044) (111,494) Total acquisition-related intangibles, net$6,202 $12,752 70Table of ContentsAmortization expense for acquisition-related intangibles for fiscal 2016 , 2015 and 2014 were $6.6 million , $9.5 million and $9.9 million , respectively. Based onthe carrying value of acquisition-related intangibles recorded as of April 2, 2016 , and assuming no subsequent impairment of the underlying assets, the annualamortization expense for acquisition-related intangibles is expected to be as follows: Fiscal(In thousands)2017$4,76120181,374201967Total$6,202Note 19. Employee Benefit PlansXilinx offers various retirement benefit plans for U.S. and non-U.S. employees. Total contributions to these plans were $11.0 million , $13.0 million and $13.2million in fiscal 2016 , 2015 and 2014 , respectively. For employees in the U.S., Xilinx instituted a Company matching program pursuant to which the Companywill 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 Companycontribution 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 salarydeductions for eligible employees. The Compensation Committee of the Board of Directors administers the 401(k) Plan. Participants in the 401(k) Plan may makesalary deferrals of up to 25% of the eligible annual salary, limited by the maximum dollar amount allowed by the Internal Revenue Code. Participants who havereached 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, limitedby 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 DeferredCompensation Plan (the Plan). The Compensation Committee administers the Plan. As of April 2, 2016 , there were more than 187 participants in the Plan whoself-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 eventXilinx 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 orminimum return on investments. As of April 2, 2016 , Plan assets were $67.0 million and obligations were $74.2 million . As of March 28, 2015 , Plan assets were$59.2 million and obligations were $70.2 million .Note 20. Subsequent EventsOn April 26, 2016, the Company's Board of Directors declared a cash dividend of $0.33 per common share for the first quarter of fiscal 2017. The dividend ispayable on June 8, 2016 to stockholders of record as of May 18, 2016.On May 16, 2016, the Company's Board of Directors granted an authorization for the Company to repurchase up to $1.00 billion of its debt and equity securities.71Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and StockholdersXilinx, Inc.We have audited the accompanying consolidated balance sheets of Xilinx, Inc. as of April 2, 2016 and March 28, 2015 , and the related consolidated statements ofincome, comprehensive income, stockholders' equity and cash flows for each of the three years in the period ended April 2, 2016 . Our audits also included thefinancial statement schedule listed in the Index at Part IV, Item 15(a)(2). These financial statements and schedule are the responsibility of the Company'smanagement. 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 weplan 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 andsignificant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basisfor 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 April 2, 2016and March 28, 2015 , and the consolidated results of its operations and its cash flows for each of the three years in the period ended April 2, 2016 , in conformitywith U.S. generally accepted accounting principles. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic financialstatements 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 overfinancial reporting as of April 2, 2016 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of SponsoringOrganizations of the Treadway Commission (2013 Framework) and our report dated May 17, 2016 expressed an unqualified opinion thereon./s/ ERNST & YOUNG LLPSan Jose, CaliforniaMay 17, 201672Table of ContentsREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMThe Board of Directors and StockholdersXilinx, Inc.We have audited Xilinx, Inc.'s internal control over financial reporting as of April 2, 2016 , based on criteria established in Internal Control—IntegratedFramework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). Xilinx, Inc.'s managementis responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financialreporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on thecompany'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 weplan 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 evaluatingthe design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in thecircumstances. 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 thepreparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect thetransactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation offinancial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only inaccordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection ofunauthorized 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 ofeffectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance withthe policies or procedures may deteriorate.In our opinion, Xilinx, Inc. maintained, in all material respects, effective internal control over financial reporting as of April 2, 2016 , 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 ofXilinx, Inc. as of April 2, 2016 and March 28, 2015 , and the related consolidated statements of income, comprehensive income, stockholders' equity, and cashflows for each of the three years in the period ended April 2, 2016 of Xilinx, Inc. and our report dated May 17, 2016 expressed an unqualified opinion thereon./s/ ERNST & YOUNG LLPSan Jose, CaliforniaMay 17, 201673Table of ContentsXILINX, INC.SCHEDULE IIVALUATION AND QUALIFYING ACCOUNTS(In thousands) Description Beginning of Year Additions Deductions End of YearFor the year ended March 29, 2014: Allowance for doubtful accounts $3,425 $2 $72 $3,355Allowance for deferred tax assets $26,401 $19,771 $3,168 $43,004For the year ended March 28, 2015: Allowance for doubtful accounts $3,355 $— $2 $3,353Allowance for deferred tax assets $43,004 $10,623 $1,075 $52,552For the year ended April 2, 2016: Allowance for doubtful accounts $3,353 $— $12 $3,341Allowance for deferred tax assets $52,552 $9,834 $207 $62,179Supplementary Financial DataQuarterly Data (Unaudited)(In thousands, except per share amounts) Year ended April 2, 2016 (1) First Quarter Second Quarter Third Quarter Fourth QuarterNet revenues $549,008 $527,572 $566,235 $571,066Gross margin 389,054 369,932 387,721 395,267Income before income taxes 167,967 143,969 155,051 169,838Net income 147,715 127,298 130,819 145,035Net income per common share: (2) Basic $0.57 $0.49 $0.51 $0.57Diluted $0.55 $0.48 $0.49 $0.54Shares used in per share calculations: Basic 258,021 257,640 256,450 255,467Diluted 270,730 266,046 269,611 268,462Cash dividends declared per common share $0.31 $0.31 $0.31 $0.31(1)Xilinx uses a 52 - to 53 -week fiscal year ending on the Saturday nearest March 31. Fiscal 2016 was a 53-week year and each quarter was a 13 -week quarter except the third quarter, whichwas a 14-week quarter.(2)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 annualnet income per common share.74Table of Contents(In thousands, except per share amounts) Year ended March 28, 2015 (1) First Quarter Second Quarter Third Quarter Fourth QuarterNet revenues $612,633 $604,262 $593,549 $566,900Gross margin 423,444 434,645 413,911 396,521Income before income taxes (2) 200,278 194,318 186,002 159,478Net income 173,611 171,516 168,466 134,623Net income per common share: (3) Basic $0.65 $0.64 $0.64 $0.52Diluted $0.62 $0.62 $0.62 $0.50Shares used in per share calculations: Basic 267,648 265,942 262,881 260,857Diluted 281,579 275,800 273,795 269,514Cash dividends declared per common share $0.29 $0.29 $0.29 $0.29(1)Xilinx uses a 52- to 53-week fiscal year ending on the Saturday nearest March 31. Fiscal 2015 was a 52-week year and each quarter was a 13-week quarter.(2)Income before income taxes for the fourth quarter of fiscal 2015 included restructuring charges of $24,491 .(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 annualnet income per common share.ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURENot applicable.75Table of ContentsITEM 9A.CONTROLS AND PROCEDURESEvaluation of Disclosure Controls and ProceduresAn evaluation was carried out, under the supervision of and with the participation of the Company's management, including our CEO and CFO, of theeffectiveness 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 theperiod 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, theCompany's disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed in our Exchange Act reportsis recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms, and is accumulated and communicated to ourmanagement, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.Changes in Internal Control Over Financial ReportingThere 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 fiscalquarter ended April 2, 2016 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.Management's Report on Internal Control Over Financial ReportingManagement is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) underthe Exchange Act) to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with U.S. generally accepted accounting principles. This system of internal control is designed to provide reasonable assurance that assets aresafeguarded and transactions are properly recorded and executed in accordance with management's authorization. The design, monitoring and revision of thesystem of internal control over financial reporting involve, among other things, management's judgments with respect to the relative cost and expected benefits ofspecific control measures. The effectiveness of the system of internal control over financial reporting is supported by the selection, retention and training ofqualified personnel and an organizational structure that provides an appropriate division of responsibility and formalized procedures. The system of internal controlis 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 andmay not prevent or detect all misstatements or all fraud. Further, because of changes in conditions, the effectiveness of internal control over financial reporting mayvary 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 ofthe Treadway Commission (COSO) (2013 Framework) 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 April 2, 2016 .The effectiveness of the Company's internal control over financial reporting as of April 2, 2016 has been audited by Ernst & Young LLP, an independent registeredpublic 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.76Table of ContentsPART IIICertain information required by Part III is omitted from this Report in that the Registrant will file a definitive proxy statement pursuant to Regulation 14A underthe 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 isincorporated 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 GOVERNANCEThe 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 incorporatedherein 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), and (f) and Items 406 and 407 of Regulation S-K concerning the Company's directors, thecode of ethics and corporate governance matters is incorporated herein by reference to the sections entitled "Proposal One-Election of Directors" "BoardIndependence" 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 atwww.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 tostockholders without charge upon written request directed to Corporate Secretary, Xilinx, Inc., 2100 Logic Drive, San Jose CA 95124.ITEM 11.EXECUTIVE COMPENSATIONThe information required by this item pursuant to Item 402 of Regulation S-K concerning executive compensation is incorporated herein by reference to thesections 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 "CompensationCommittee 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 "CompensationCommittee Report" in our Proxy Statement.ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERSThe information required by this item pursuant to Item 403 of Regulation S-K is incorporated herein by reference to the section entitled "Security Ownership ofCertain Beneficial Owners and Management" in our Proxy Statement. The information required by Item 201(d) of Regulation S-K is set forth below.77Table of ContentsEquity Compensation Plan InformationThe table below sets forth certain information as of fiscal year ended April 2, 2016 about the Company's common stock that may be issued upon the exercise ofoptions, RSUs, warrants and rights under all of our existing equity compensation plans including the ESPP:(Shares in thousands) A B C Plan Category Number of Securitiesto be Issued upon Exercise ofOutstanding Options, Warrants and Rights Weighted-average Exercise Price of Outstanding Options, Warrants and Rights Number of SecuritiesRemaining Available for FutureIssuance under Equity CompensationPlans (excluding securities reflected inColumn A) Equity Compensation Plans Approved by Security Holders 1997 Stock Plan 564 $23.63 —(1) 2007 Equity Plan 7,391(2) $26.87(3) 12,929(4) Employee Stock Purchase Plan N/A N/A 9,409 Total-Approved Plans 7,955 $25.42 22,338 Equity Compensation Plans NOT Approved by Security Holders — $— — Total-All Plans 7,955 $25.42 22,338 (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 sharesunder this plan were cancelled.(2)Includes approximately 6.7 million shares issuable upon vesting of RSUs that the Company granted under the 2007 Equity Plan.(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 2007Equity 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 StockOption Plan. On August 9, 2007, August 14, 2008, August 12, 2009, August 11, 2010, August 10, 2011, August 8, 2012, August 14, 2013 and August 13, 2014 ourstockholders authorized the reserve of an additional 5.0 million shares, 4.0 million shares, 5.0 million shares, 4.5 million shares, 4.5 million shares, 3.5 million shares, 2.0million shares and 3.0 million shares respectively. All of the shares reserved for issuance under the 2007 Equity Plan may be granted as stock options, stock appreciationrights, restricted stock or RSUs.ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCEThe information required by this item concerning related party transactions pursuant to Item 404 of Regulation S-K is incorporated herein by reference to thesection 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 thesection entitled "Board Independence" in our Proxy Statement.ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICESThe information required by this Item is incorporated herein by reference to the sections entitled "Proposal Three - Ratification of Appointment of ExternalAuditors" and "Fees Paid to Ernst & Young LLP" in our Proxy Statement.78Table of ContentsPART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (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 AnnualReport 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 isincluded in the financial statements or notes thereto. (3)The exhibits listed below in (b) are filed or incorporated by reference as part of this Annual report on Form 10-K. (b)ExhibitsEXHIBIT LIST Incorporated by ReferenceExhibit No Exhibit Title Form File No. Exhibit FilingDate FiledHerewith3.1 Restated Certificate of Incorporation, as amended todate 10-K 000-18548 3.1 5/30/2007 3.2 Bylaws of the Company, as amended and restated asof May 9, 2012 8-K 000-18548 3.2 5/15/2012 4.1 Indenture dated March 5, 2007 between theCompany as Issuer and the Bank of New York TrustCompany, N.A. as Trustee 10-K 000-18548 4.1 5/30/2007 4.2 Indenture dated June 9, 2010 between the Companyas Issuer and the Bank of New York Mellon TrustCompany, N.A. as Trustee 10-Q 000-18548 4.2 8/9/2010 4.3 Supplemental Indenture, dated as of March 12, 2014,between the Company as Issuer and The Bank ofNew York Mellon Trust Company, N.A., as trustee 8-K 000-18548 4.01 3/13/2014 10.1*Amended and Restated 1990 Employee QualifiedStock Purchase Plan DEF14A 000-18548 Appendix A 5/29/2012 10.2*1997 Stock Plan and Form of Stock OptionAgreement S-8 333-127318 4.2 8/9/2005 10.3*Form of Indemnification Agreement between theCompany and its officers and directors S-1 333-34568 10.17 4/27/1990 10.4*2007 Equity Incentive Plan DEF14A 000-18548 Appendix B 5/29/2012 10.5*Form of Stock Option Agreement under 2007 EquityIncentive Plan 10-K 000-18548 10.24 5/30/2007 10.6*Form of Restricted Stock Unit Agreement under2007 Equity Incentive Plan 10-K 000-18548 10.25 5/30/2007 10.7*Form of Performance-Based Restricted Stock UnitAgreement under 2007 Equity Incentive Plan 8-K 000-18548 99.1 7/5/2007 10.8*Letter Agreement dated January 4, 2008 between theCompany and Moshe N. Gavrielov 8-K 000-18548 99.2 1/7/2008 10.9*Restricted Stock Issuance Agreement 10-Q 000-18548 10.15 8/9/2011 79Table of Contents Incorporated by ReferenceExhibit No Exhibit Title Form File No. Exhibit FilingDate FiledHerewith10.10*Performance Based Restricted Stock IssuanceAgreement 10-Q 000-18548 10.16 8/9/2011 10.11*Amendment of Employment Agreement between theCompany and Moshe N. Gavrielov 8-K 000-18548 10.17 6/19/2012 10.12+Xilinx, Inc. Master Distributor Agreement withAvnet, Inc. 10-K 000-18548 10.18 5/16/2014 10.13*Summary of Fiscal Year 2016 Executive IncentivePlan 8-K 000-18548 N/A 5/15/2015 10.14*Amendment of Employment Agreement with MosheN. Gavrielov 8-K 000-18548 10.2 1/20/2016 10.15*Form of Change in Control Agreement 8-K 000-18548 10.2 1/20/2016 21.1 Subsidiaries of the Company X23.1 Consent of Independent Registered PublicAccounting Firm X24.1 Power of Attorney (included in the signature page) X31.1 Certification of Chief Executive Officer pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 X31.2 Certification of Chief Financial Officer pursuant toSection 302 of the Sarbanes-Oxley Act of 2002 X32.1 Certification of Chief Executive Officer pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 X32.2 Certification of Chief Financial Officer pursuant toSection 906 of the Sarbanes-Oxley Act of 2002 X101.INS**XBRL Instance Document X101.SCH**XBRL Taxonomy Extension Schema Document X101.CAL**XBRL Taxonomy Extension Calculation LinkbaseDocument X101.LAB**XBRL Taxonomy Extension Label LinkbaseDocument X101.PRE**XBRL Taxonomy Extension Presentation LinkbaseDocument X101.DEF**XBRL Taxonomy Extension Definition LinkbaseDocument X+ Confidential treatment has been granted with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities andExchange Commission.* 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 toItem 15(b) herein.** Pursuant to applicable securities laws and regulations, we are deemed to have complied with the reporting obligation relating to the submission ofinteractive 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 madea good faith attempt to comply with the submission requirements and promptly amend the interactive data files after becoming aware that the interactivedata files fail to comply with the submission requirements. Users of this data are advised that pursuant to Rule 406T, these interactive data files aredeemed not filed and otherwise are not subject to liability.80Table of ContentsSIGNATURESPursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.Date: May 17, 2016 XILINX, INC. By: /s/ Moshe N. Gavrielov Moshe N. Gavrielov, President and Chief Executive Officer 81Table of ContentsPOWER OF ATTORNEYKNOW 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 AnnualReport 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 behalfof the Registrant in the capacities and on the dates indicated.Signature Title Date /s/ Moshe N. Gavrielov President and Chief Executive Officer(Principal Executive Officer) and Director May 17, 2016 (Moshe N. Gavrielov) /s/ Jon A. Olson Executive Vice President and Chief Financial Officer(Principal Accounting and Financial Officer) May 17, 2016(Jon A. Olson) /s/ Dennis Segers Chairman of the Board of Directors May 17, 2016(Dennis Segers) /s/ Philip T. Gianos Director May 17, 2016(Philip T. Gianos) /s/ Saar Gillai Director May 17, 2016(Saar Gillai) /s/ William G. Howard, Jr. Director May 17, 2016(William G. Howard, Jr.) /s/ Ronald S. Jankov Director May 17, 2016( Ronald S. Jankov ) /s/ Thomas H. Lee Director May 17, 2016(Thomas H. Lee) /s/ J. Michael Patterson Director May 17, 2016(J. Michael Patterson) /s/ Albert A. Pimentel Director May 17, 2016(Albert A. Pimentel) /s/ Marshall C. Turner Director May 17, 2016(Marshall C. Turner) /s/ Elizabeth W. Vanderslice Director May 17, 2016(Elizabeth W. Vanderslice) 82Exhibit 21.1XILINX, INC.SUBSIDIARIES OF REGISTRANT NAME PLACE OF INCORPORATIONOR ORGANIZATIONXilinx Limited United Kingdom Xilinx K.K. Japan Xilinx Development Corporation California, U.S.A. Xilinx International, Inc. Colorado, U.S.A. Xilinx SARL France Xilinx GmbH Germany Xilinx AB Sweden Xilinx Benelux B.V.B.A. Belgium Xilinx Holding Two Limited Luxembourg Xilinx Holding Three Ltd. Cayman Islands Xilinx Holding Six Limited Cayman Islands Xilinx Singapore Holding Pte. Ltd Singapore Xilinx Ireland Ireland Xilinx Israel Limited Israel Xilinx Canada Co. Canada Xilinx Sales International Pte. Ltd. Singapore Xilinx Asia Pacific Pte. Ltd. Singapore Xilinx Hong Kong Limited Hong Kong SAR, China Xilinx India Technology Services Private Limited India Xilinx Technology Shanghai Limited China AutoESL Design Technologies, Inc. Delaware, U.S.A. Xilinx NI Limited United Kingdom Midgard Acquisition LLC Delaware, U.S.A. Xilinx Technology Beijing Ltd. China Xilinx Estonia O.U. Estonia Xilinx Finance Ireland Limited Ireland Xilinx NL B.V. NetherlandsExhibit 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe consent to the incorporation by reference in the Registration Statements (Form S-8 Nos. 333-201805, 333-193664, 333-186442, 333-179463, 333-172102,333-162948, 333-157473, 333-151219, 333-140573, 333-127318, 333-62897, 333-44233, 333-12339, 33-40562, 33-36706, 33-80075, 33-83036, 33-52184, 33-67808 and 333-51510, and Form S-3 Nos. 333-194052, 333-00054 333-143769 and 333-51514) of Xilinx, Inc. of our reports dated May 17, 2016, with respect tothe consolidated financial statements and schedule of Xilinx, Inc. and the effectiveness of internal control over financial reporting of Xilinx, Inc. included in thisAnnual Report (Form 10-K) for the year ended April 2, 2016./s/ Ernst & Young LLPSan Jose, CaliforniaMay 17, 2016Exhibit 31.1XILINX, INC.CERTIFICATION PURSUANT TOSECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Moshe N. Gavrielov, certify that: 1.I have reviewed this annual report on Form 10-K of Xilinx, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting. Date: May 17, 2016 /s/ Moshe N. Gavrielov Moshe N. Gavrielov President and Chief Executive OfficerExhibit 31.2XILINX, INC.CERTIFICATION PURSUANT TOSECURITIES EXCHANGE ACT RULES 13a-14(a) AND 15d-14(a),AS ADOPTED PURSUANT TOSECTION 302 OF THE SARBANES-OXLEY ACT OF 2002I, Jon A. Olson, certify that: 1.I have reviewed this annual report on Form 10-K of Xilinx, Inc.;2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects thefinancial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for theregistrant and have:(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within thoseentities, particularly during the period in which this report is being prepared;(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements forexternal purposes in accordance with generally accepted accounting principles;(c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and(d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely tomaterially affect, the registrant’s internal control over financial reporting; and5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting. Date: May 17, 2016 /s/ Jon A. Olson Jon A. Olson Executive Vice Presidentand Chief Financial OfficerExhibit 32.1XILINX, INC.CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Xilinx, Inc. (the “Company”) on Form 10-K for the period ended April 2, 2016 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Moshe N. Gavrielov, President and Chief Executive Officer of the Company, certify, pursuant to Title 18,Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: May 17, 2016 /s/ Moshe N. Gavrielov Moshe N. Gavrielov President and Chief Executive OfficerA signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature thatappears in typed form within the electronic version of this written statement required by Section 906, has been provided to Xilinx, Inc. and will be retained byXilinx, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.Exhibit 32.2XILINX, INC.CERTIFICATION PURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002In connection with the Annual Report of Xilinx, Inc. (the “Company”) on Form 10-K for the period ended April 2, 2016 as filed with the Securities and ExchangeCommission on the date hereof (the “Report”), I, Jon A. Olson, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to Title 18,Chapter 63, Section 1350 of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge: (1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.Date: May 17, 2016 /s/ Jon A. Olson Jon A. Olson Executive Vice Presidentand Chief Financial OfficerA signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature thatappears in typed form within the electronic version of this written statement required by Section 906, has been provided to Xilinx, Inc. and will be retained byXilinx, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.This certification accompanies the Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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