
Item 4.	Controls and Procedures

We maintain a system of disclosure controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the ~~U.S.~~ Securities Exchange Act of 1934, as amended (Exchange Act), is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. These controls and procedures are also designed to ensure that such information is accumulated and communicated to our management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate to allow timely decisions regarding required disclosure. Internal controls are procedures designed to provide reasonable assurance that: transactions are properly authorized; assets are safeguarded against unauthorized or improper use; and transactions are properly recorded and reported, to permit the preparation of our financial statements in conformity with generally accepted accounting principles.

A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple errors or mistakes. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with its policies or procedures. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. We continuously evaluate our internal controls and make changes to improve them as necessary. Our intent is to maintain our disclosure controls as dynamic systems that change as conditions warrant.

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

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September ~~29, 2018~~28, 2019 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II.	OTHER INFORMATION


Item 1.	Legal Proceedings

See "Note 17. Contingencies" to our condensed consolidated financial statements, included in Item 1. "Financial Statements" for information regarding ~~patent litigation.~~our legal proceedings.


Item 1A.	Risk Factors

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

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

Our success depends in large part on our ability to develop and introduce new products that address customer requirements and compete effectively on the basis of price, density, functionality, power consumption and performance. Consolidation in our industry may increasingly ~~mean that~~result in our competitors ~~have~~having greater resources, or other synergies, that provide them with a competitive advantage in those regards. The success of new product introductions is dependent upon several factors, including:

timely completion of new product designs;

ability to generate new design opportunities and design wins;

availability of specialized field application engineering resources supporting demand creation and customer adoption of new products;

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

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

Most of our wafers are manufactured in Taiwan by Taiwan Semiconductor Manufacturing Company Limited (TSMC) and United Microelectronics Corporation (UMC). ~~In addition, we~~We also have wafers manufactured in South Korea by Samsung Electronics Co., Ltd. Terms with respect to the volume and timing of wafer production and the pricing of wafers produced by the semiconductor foundries are determined through periodic negotiations with these wafer foundries, which usually result in short-term agreements that do not provide for long-term supply or allocation commitments. We are dependent on these foundries to supply the substantial majority of our wafers. We rely on TSMC, UMC and our other foundries to produce wafers with competitive performance attributes. Therefore, the foundries, particularly TSMC ~~who~~which manufactures our newest products, must be able to transition to advanced manufacturing process technologies and increased wafer sizes, produce wafers at acceptable yields and deliver them in a timely

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manner. Furthermore, we cannot guarantee that the foundries that supply our wafers will offer us competitive pricing terms or other commercial terms important to our business.

We cannot guarantee that our foundries will not experience manufacturing problems, including delays in the realization of advanced manufacturing process technologies or difficulties due to limitations of new and existing process technologies. For example, we may experience supply shortages due to the difficulties foundries may encounter if they must rapidly increase their production capacities from low utilization levels to high utilization levels because of an unexpected increase in demand. Furthermore, we cannot guarantee that the foundries will be able to manufacture sufficient quantities of our products or that they will continue to manufacture a given product for the full life of the product. We could also experience supply shortages due to very strong demand for our products, or a surge in demand for semiconductors in general, which may lead to tightening of foundry capacity across the industry. In addition, weak economic conditions may adversely impact the financial health and viability of the foundries and result in their insolvency or their inability to meet their commitments to us. The insolvency of a foundry or any significant manufacturing problem or insufficient foundry capacity would disrupt our operations and negatively impact our financial condition and results of operations.

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

Our worldwide operations could be disrupted by earthquakes or 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. The independent foundries, upon which we rely to manufacture our products, as well as our California and Singapore facilities, are located in regions that are subject to earthquakes and other natural disasters. TSMC's and UMC's foundries in Taiwan and our assembly and test partners in other regions as well as many of our operations in California are located in areas that have been seismically active in the past and some of these areas have also been affected by other natural disasters such as typhoons. Disruption of operations at these foundries and our facilities could cause delays in manufacturing and shipments of our products, and could have a material adverse effect on our results of operations. Any catastrophic event in these locations would disrupt our operations, and our insurance may not cover losses resulting from such disruptions of our operations, thereby materially adversely affecting our financial condition and results of operations. For example, as a result of the March 2011 earthquake in Japan, production at the Seiko factory at Sakata was halted temporarily, impacting production of some of our older devices. In addition, suppliers of wafers and substrates were forced to halt production temporarily. Furthermore, natural disasters can also indirectly impact us. For example, our customers' supply of other complimentary products may be disrupted by a natural disaster and may cause them to delay orders of our products. More vertically-integrated competitors may be less exposed to some or all of these and other risks.

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

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

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

In addition to the challenging market conditions we may face, we have limited visibility into the demand for our products, particularly new products, because demand for our products depends upon our products being designed into our end customers' products and those products achieving market acceptance. Due to the complexity of our customers' designs, the design to volume production process for our customers requires a substantial amount of time, frequently longer than a year. In addition, other factors may affect our end customers' demand for our products, including, but not limited to, end customer program delays and the ability of end customers to secure other complementary 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 project our inventory requirements, which could result, and in the past has resulted, in inventory write-downs or failure to meet customer product demands in a timely manner. In addition, difficulty in forecasting revenues compromises our ability to provide forward-looking revenue and earnings guidance.

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

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Our ~~programmable logic devices (PLDs)~~products now compete in several areas of the ~~integrated circuits (IC)~~semiconductor 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~~continual price erosion. We expect ~~increased~~continued competition from our primary ~~PLD~~Programmable Logic Device (PLD) competitors such as Intel Corporation (Intel), Lattice Semiconductor Corporation (Lattice) and Microsemi Corporation (Microsemi, acquired by Microchip), and from ~~new market entrants.~~Application Specific Standard Products (ASSP) vendors such as Broadcom Corporation (Broadcom), Marvell Technology Group, Ltd. (Marvell) and Texas Instruments Incorporated (Texas Instruments), as well as from companies such as NVIDIA with whom we historically have not competed. In addition, we expect continued competition from the ~~application specific integrated circuits~~Application Specific Integrated Circuits (ASIC) market, ~~and from~~which has been ongoing since the ~~application specific standard products (ASSP) market continues.~~inception of Field Programmable Gate Arrays (FPGAs). We believe that important competitive factors in the logic ICIntegrated Circuits (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;

completeness of applicable software solutions;

adherence to industry-standard programming environments;

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-power applications as well as high-performance, high-density applications. However, we may not be successful in executing this strategy. In addition, we anticipate continued 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 ~~field programmable gate arrays (FPGA) type~~FPGA-type architectures;

high-volume and low-cost FPGAs as programmable replacements for ASICs and ASSPs;

ASICs and ASSPs with incremental amounts of embedded programmable logic;

high-speed, low-density complex programmable logic devices;

high-performance digital signal processing devices;

products with ~~analog, mixed signal and digital signal processing capabilities;~~

~~products with~~ embedded processors;

products with embedded multi-gigabit transceivers;

discrete ~~general purpose GPUs~~general-purpose Graphics Processing Units (GPUs) targeting ~~non-graphics~~data center and automotive applications; ~~and~~

other new or emerging programmable logic ~~products.~~products; and

large enterprises, like hyperscalers, that have the resources to develop proprietary semiconductors.

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

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

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

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

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

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

Resale of product through Avnet accounted for ~~46%~~40% of our worldwide net revenues in the second quarter and first six months of fiscal ~~2019~~2020 and as of September ~~29, 2018,~~28, 2019, Avnet accounted for ~~50%~~35% of our total net accounts receivable. Any adverse change to our relationship with Avnet or our ~~remaining~~other distributors could have a material impact on our business. Furthermore, if a key distributor materially ~~defaults~~defaulted on a contract or otherwise ~~fails~~failed to perform, our business and financial results would suffer. In addition, we are subject to concentrations of credit risk in our trade accounts receivable, which includes accounts of our distributors. A significant reduction of effort by a distributor to sell our products or a material change in our relationship with one or more distributors may reduce our access to certain end customers and adversely affect our ability to sell our products.

In addition, the financial health of our distributors and our continuing relationships with them are important to our success. Unpredictable economic conditions may adversely impact the financial health of some of these distributors, particularly our smaller distributors. This could increase our credit risk exposure relating to the insolvency of certain distributors, the inability of distributors to obtain credit to finance the purchase of our products, or delayed payment for such purchases. Our business could be harmed if the financial health of these distributors impaired their performance and we were unable to secure alternate distributors.

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

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

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

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

While our overall inventory levels fluctuate over time, the inventory of newer product lines may be higher than other products due to a planned increase in safety stock 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 impact on our inventory valuation as well as 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 the average selling prices of our products, or slow the decline of such prices. However, there is no guarantee that our ongoing efforts will be successful or that they will keep pace with the decline in selling prices of our products, which could ultimately lead to a decline in our revenues and gross margins.

General negative 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.

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If ~~weak~~ economic conditions ~~happen,~~weaken, there may be a number of negative effects on our business, including customers or potential customers reducing or delaying orders, the insolvency of key suppliers, potentially causing production delays, the inability of customers to obtain credit, and the insolvency of one or more customers. Any of these effects could adversely impact our ability to effectively manage inventory levels and collect receivables and ultimately decrease our net revenues and profitability.

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 products assembled, packaged and tested by subcontractors located outside the U.S. and utilize third party warehouse operators to store and manage inventory levels for certain of our products. All of these activities are subject to the uncertainties associated with international business operations, including global laws and regulations, trade barriers, economic sanctions, tax regulations, import and export regulations, duties and tariffs and other trade restrictions, changes in trade policies, anti-corruption laws, foreign governmental regulations, potential vulnerability of and reduced protection for IP, longer receivable collection periods and disruptions or delays in production or shipments, any of which could have a material adverse effect on our business, financial condition and/or operating results. ~~As an example of such uncertainties, in recent years ZTE Corporation (ZTE) has been~~Further, global laws, regulations and policies are subject to change and reinterpretation. For example, in 2018, the U.S. and China began to impose partial tariffs and commercial restrictions on each other's products, leading to concerns of an escalating trade war, which, if were to fully materialize, could contribute to a ~~number~~general economic downturn and could have a material adverse effect on our business. Further, even in the absence of concrete adverse developments affecting international trade, marketplace uncertainty regarding the potential for such developments may have similar effects. In addition, the U.S. government has and may continue to focus on the business practices of specific foreign companies, including large technology companies based in China. This focus has resulted in additional trade restrictions ~~affecting~~and denial orders being placed on certain foreign companies by the U.S. Department of Commerce and other U.S. government agencies. Future U.S. government actions may include long-term commercial and trade restrictions that may impact our ability to do business with ~~ZTE; the terms and duration of any such restriction have not been known to us in advance and have been subject to ongoing modifications.~~foreign companies. Additional factors that could adversely affect us due to our international operations include rising oil prices and increased costs, or limited supply of other natural resources. Moreover, our financial condition and results of operations could be adversely affected in the event of political conflicts, economic crises or changes in international relations affecting countries where our main wafer providers, warehouses, end customers and contract manufacturers who provide assembly and test services worldwide, are located. For example, the United Kingdom's pending exit from the European Union, commonly referred to as ~~"Brexit",~~"Brexit," has led to significant instability and uncertainty in such regions, which could have a material adverse effect on our business. In addition, concerns regarding trade relations between U.S and China and the recent mutual imposition of significant tariffs on importation of certain product categories could result in general economic downturn or otherwise have a material adverse effect on our business.

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Because ~~of our~~we have international business and operations, we are vulnerable to the economic conditions of the countries in which we operate and currency fluctuations could have a material adverse 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 and distributors, our regional headquarters in Ireland and Singapore and an R&D site in India. Sales and operations outside of the U.S. subject us to the risks associated with conducting business in foreign economic and regulatory environments. Our financial condition and results of operations could be adversely affected by unfavorable economic conditions in countries in which we do significant business or by changes in foreign currency exchange rates affecting those countries. We derive more than half of our revenues from international sales, primarily in the Asia Pacific region, Europe and Japan where economic weaknesses have adversely affected our revenues in the past. Sales to all direct OEMs and distributors are denominated in U.S. dollars. While the recent movements of the Euro and Yen exchange rates against the U.S. dollar had no material impact on our business, increased volatility could impact our European and Japanese customers. Currency instability and volatility and disruptions in the credit and capital markets may increase credit risks for some of our customers and may impair our customers' ability to repay existing obligations. For example, the United Kingdom's 2016 referendum vote to approve "Brexit" has created economic uncertainty and currency volatility in the European Union. Increased currency volatility could also positively or negatively impact our foreign-currency-denominated costs, assets and liabilities. In addition, any devaluation of the U.S. dollar relative to other foreign currencies may increase the operating expenses of our foreign subsidiaries adversely affecting our results of operations. Furthermore, because we are increasingly dependent on the global economy, instability in worldwide economic environments occasioned, for example, directly or indirectly by political instability (such as due to Brexit), terrorist activity, U.S. or other military actions, changes to U.S. domestic and foreign policy and international sanctions or other diplomatic actions (potentially including sanctions adopted or under consideration by the U.S. or European Union with respect to Russia or Russian individuals or businesses), could adversely impact 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 adversely affect our financial condition and results of operations in the future.

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

Our cash, short-term and long-term investments represent significant assets that may be subject to fluctuating or even negative returns depending upon interest rate movements, changes in credit ~~rating~~risk and financial market conditions. Global credit market disruptions and economic slowdown and uncertainty have in the past negatively impacted the values of various types of investment and non-investment grade securities. The global credit and capital markets may again experience significant volatility and disruption due to instability in the global financial system, uncertainty related to global economic conditions and concerns regarding sovereign financial stability.

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

Our failure to protect and defend our 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 successfully asserted in the future or will not be invalidated, violated, circumvented or challenged. From time to time, third parties, including our competitors, have asserted against us patent, copyright or other IP rights to technologies that are important to us. Third parties may attempt to misappropriate our IP through electronic or other means or assert infringement claims against us or parties we have agreed to indemnify. Such assertions by third parties may result in costly litigation, indemnity claims or other legal actions, and we may not prevail in such matters or be able to license any valid and infringed patents from third parties on commercially reasonable terms. This could result in the loss of our ability to import and sell our products or require us to pay costly royalties to third parties in connection with sales of our products. Any infringement claim, indemnification claim, or impairment or loss of use of our IP could materially adversely affect our financial condition and results of operations.

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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 and hardware testing tools. Furthermore, certain product features may rely on intellectual property acquired from third parties, including hardware and software tools and products. The design requirements necessary to meet future consumer demands for more features and greater functionality from semiconductor products may exceed the capabilities of the third-party intellectual property or development tools that are available to us. In addition, hardware and software tools and products procured from third parties may contain design or manufacturing defects, including flaws that could unexpectedly interfere with the operation of our products. If the third-party intellectual property that we use becomes unavailable or fails to produce designs that meet consumer demands, our business could be adversely affected.

Any failure of our information technology systems to function properly could result in business disruption.

We rely in part on various information technology (IT) systems to manage our operations, including, but not limited to, financial reporting, and we regularly evaluate these systems and make changes to improve them as necessary. Consequently, we periodically implement new, or upgrade or enhance existing, operational and IT systems, procedures and controls. Any delay in the implementation of, or disruption in the transition to, new or enhanced systems, procedures or controls, could harm our ability to record and report financial, management, or operational information on a timely and accurate basis. In addition, hardware and software tools and products procured from third parties included in our IT systems could contain design or manufacturing defects, including flaws that could unexpectedly interfere with the operation of our IT systems. These systems are also subject to power and telecommunication outages or other general system failures. Failure of our IT systems or difficulties in managing them could result in business disruption.

Cyber-attacks and data breaches could have an adverse effect on our business and reputation and negatively impact our financial condition and results of operations.

Security breaches, including cyber-attacks, phishing attacks or attempts to misappropriate or compromise confidential or proprietary information or sabotage enterprise IT systems, are becoming increasingly frequent and more sophisticated. We depend on the uninterrupted operation of our IT systems to manage our operations, store and retrieve business and financial data and facilitate internal communications and communications with customers, subcontractors, suppliers and distribution partners. We experience security incidents of varying degrees on an ongoing basis. We take steps to detect and investigate any security incidents

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and prevent their recurrence, but, in some cases, we might be unaware of an incident or its magnitude and effects. Because the techniques used to obtain unauthorized access to or sabotage networks and systems change frequently, we may be unable to anticipate these techniques or to implement adequate protections. These security incidents may involve unauthorized access, misuse or disclosure of intellectual property or confidential or proprietary information regarding our business or that of our customers or business partners. We also may be subject to unauthorized access to our IT systems through a security breach or cyber-attack. In the past, there have been attempts by third parties to penetrate and/or infect our network and systems with malicious software in an effort to gain access to our network and systems. Recently, several large organizations have been infected by “ransomware,” through which an attacker gains access to the organization’s computer files, renders them temporarily inaccessible and threatens to permanently delete them if a cash ransom is not paid by a specified deadline. Third parties may continue to attempt to fraudulently induce employees, users, or customers to disclose sensitive information in order to gain access to our network and systems. The IT systems of our customers, suppliers, and distribution partners and the links between our IT systems and our customers are subject to the same risks as those of our IT systems. In the event of a security breach, our business and reputation could be harmed and we could be subject to legal and regulatory claims which could negatively impact our financial condition and results of operations.

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

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

an acquisition or strategic investment may not further our business strategy as we expected, and we may not integrate an acquired company or technology as successfully as we expected;

our operating results or financial condition may be adversely impacted by claims or liabilities that we assume from an acquired company or technology or that are otherwise related to an acquisition;

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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 functions that support such products;

our strategic investments may not perform as ~~expected;~~expected, and we may be required to recognize a loss on any or all of our strategic investments; and

we may experience unexpected changes in how we are required to account for our acquisitions and strategic investments pursuant to U.S. GAAP.

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

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

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

We depend on the efforts and abilities of certain key members of management and other technical personnel. Our future success depends, in part, upon our ability to retain, develop and transition such personnel and attract and retain other highly qualified personnel, particularly product engineers. Competition for such personnel is intense and we may not be successful in hiring or retaining new or existing qualified personnel. Changes to the U.S. immigration laws may also impact the availability of qualified personnel. From time to time we have effected ~~restructuring~~restructurings that eliminate a number of positions. Even if such personnel are not directly affected by the restructuring effort, such terminations can have a negative impact on morale and our ability to attract and hire new qualified personnel in the future. If we are unable to retain or develop 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. Further, changes to our qualified personnel, including key members of management, may be disruptive to our business, and any failure to successfully assimilate key new hires, or to successfully retain, develop and transition promoted employees, could adversely affect our business and results of operations.

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 in certain legal claims may be significant. Certain other claims involving the Company are not yet resolved, including those that are discussed under "Note 17. Contingencies" to our condensed consolidated financial statements, ~~included in~~ included in Item 1. "Financial Statements" of this Form 10-Q, and additional claims may arise in the future. Results of legal proceedings cannot be predicted with certainty. Regardless of its merit, litigation may be both time-consuming and disruptive to our operations and cause significant expense and diversion of management attention and we may enter into material settlements to avoid these risks. Entering into settlements may result in payment of significant amounts which may materially and adversely affect our financial condition and operation results. Should we fail to prevail in certain matters, or should several of these matters be resolved against us, we may be faced with significant monetary damages or injunctive relief against us that would materially and adversely affect a portion of our business and might materially and adversely affect our financial condition and operating results.

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

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

~~Table of Contents~~

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

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

In preparing our financial statements in conformity with accounting principles generally accepted in the U.S., we must make estimates and judgments in applying our 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, ~~business combination,~~ taxes and stock-based compensation. We base our estimates on historical experience, input from outside experts and various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We also have other key accounting policies that are not as subjective, and therefore, their application would not require us to make estimates or judgments that are as difficult, but which nevertheless could significantly affect our financial reporting. Actual results may differ materially from these estimates. If these estimates or their related assumptions change, our operating results for the periods in which we revise our estimates or assumptions could be adversely and 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.

Our FPGAs and related technologies are subject to EAR, which are administered by the U.S. Department of Commerce. In addition, we may, from time to time, 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 the export 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 maintain an 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, security or compliance program failures that could result in penalties or a loss of export privileges, as well as stringent licensing restrictions that may make our products less attractive to overseas customers, could have a material adverse effect on our business, financial condition and/or operating results.

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

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

~~Table of Contents~~

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 companies whose products incorporate "conflict" minerals mined from the Democratic Republic of Congo and adjoining countries, regardless of whether such products are manufactured by those companies or by third parties. These requirements could affect the sourcing and availability of minerals used in the manufacture of our semiconductor products. The costs associated with complying with the disclosure requirements include those for due diligence in regard to the sources of any conflict minerals used in our products, remediation and other changes to products, processes, or sources of supply as a consequence of such verification activities. We may face reputational challenges if we are unable to sufficiently verify the origins for all minerals used in our products through the due diligence process we implement. Moreover, some of our customers may require that all of the components of our products are certified as conflict-free, and we may be unable to verify the origin of the raw materials used in our products to the extent necessary to make this certification.

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Exposure to ~~greater than anticipated~~greater-than-anticipated income tax liabilities, changes in tax rules and regulations, changes in interpretation of tax rules and regulations, or unfavorable 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 many factors, including but not limited to changes to our corporate operating structure and intercompany arrangements and implementation of tax planning strategies.

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 results from 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 or the 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.

~~Recently~~The TCJA enacted ~~U.S.~~in December 2017 had a significant impact on our tax ~~legislation significantly changed~~obligations. The issuance of additional regulatory guidance related to the ~~taxation of U.S.-based multinational corporations, by, among other things, reducing the U.S. corporate income~~TCJA could materially affect our tax obligations and effective tax rate adopting elements of a territorial tax system, assessing a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred, and imposing new taxes on certain foreign-sourced earnings.in the period issued. The ~~legislation is unclear in some respects and will require interpretations and implementing regulations by the Internal Revenue Service, as well as state tax authorities, and the legislation~~TCJA could also be subject to amendments and technical corrections, any of which could lessen or increase certain adverse ~~impacts of the legislation.~~impacts. A significant portion of our earnings are earned by our subsidiaries outside the U.S. Changes to the taxation of certain foreign earnings resulting from the ~~newly enacted U.S. tax legislation,~~TCJA, along with the state tax impact of these changes, may have an adverse effect on our effective tax rate. Furthermore, changes to the taxation of undistributed foreign earnings could change our future intentions regarding reinvestment of such earnings. The foregoing items could have a material effect on our business, cash flow, results of operations or financial condition.

In addition, we are subject to examinations of our income tax returns by domestic and foreign tax authorities. We regularly assess the likelihood of outcomes resulting from these examinations to determine the adequacy of our provision or benefit for income taxes and have reserved for potential adjustments that may result from the current examinations. There can be no assurance that the final determination of any of these examinations will not have an adverse effect on our effective tax rates, financial condition and results of operations.

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

As of September ~~29, 2018,~~28, 2019 we had 2.00 billion authorized common shares, of which ~~253.0~~251.5 million shares were outstanding. In addition, ~~31.0~~35.4 million shares of common stock were reserved for issuance pursuant to our equity incentive plans and Amended and Restated 1990 Employee Qualified Stock Purchase Plan. The availability of substantial amounts of our common stock resulting from the exercise or settlement of equity awards outstanding under our equity incentive plans, which would be dilutive to existing stockholders, could adversely affect the prevailing market price of our common stock 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 preventus from fulfilling our debt obligations.

The aggregate amount of our consolidated indebtedness as of September ~~29, 2018~~28, 2019 was ~~$1.75~~$1.25 billion (principal amount), which consists of $500.0 million in aggregate ~~principal amount of our 2.125% Notes due 2019 (2019 Notes), $500.0 million in aggregate~~

~~Table of Contents~~

principal amount of our 3.000% Notes due 2021 (2021 Notes) and $750.0 million in aggregate principal amount of our 2.950% senior notes due 2024 (2024 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 other indebtedness;

limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions or other general corporate purposes;

limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions or other general business purposes;

require us to use a portion of our cash flow from operations to make debt service payments;

limit our flexibility to plan for, or react to, changes in our business and industry;

place us at a competitive disadvantage compared to our less leveraged competitors; and

increase our vulnerability to the impact of adverse economic and industry ~~conditions;~~conditions.

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

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The agreements governing the ~~2019 Notes,~~ 2021 Notes and 2024 Notes contain covenants that may adversely affect our ability to operate our business.

The indentures governing the ~~2019 Notes,~~ 2021 Notes and 2024 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 permit acceleration of ~~the 2019 Notes,~~ the 2021 Notes and the 2024 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.


Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds

On May 16, 2016, the Board authorized the 2016 Repurchase Program to repurchase of up to $1.00 billion of shares of our common stock and debentures. The 2016 Repurchase Program has no stated expiration date. Through September 29, 2018, we have used $952.7 million of the $1.00 billion authorized under the 2016 Repurchase Program, leaving $47.3 million available for future purchases. On May 16, 2018, the Board authorized the 2018 Repurchase Program to repurchase the Company's common stock and debentures up to $500.0 million. The 2018 Repurchase Program has no stated expiration date. Through September 28, 2019, the Company had used $430.9 million out of the $500.0 million authorized under the 2018 Repurchase Program, leaving $69.1 million available for future purchases.

The following table summarizes our repurchase of shares of our common stock during the second quarter of fiscal ~~2019:~~2020:


	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program		Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Program	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Program
(In thousands, except per share amounts)
Period
July 1, 2018 to August 4, 2018	309	$	65.29	309	$	50,411
August 5, 2018 to September 1, 2018	42	$	71.73	42	$	47,403
September 2, 2018 to September 29, 2018	1	$	74.93	1	$	47,343
June 30, 2019 to August 3, 2019							179	$	114.77	179	$	201,333
August 4, 2019 to August 31, 2019							556	$	103.63	556	$	143,718
September 1, 2019 to September 28, 2019							740	$	100.88	740	$	69,083
Total for the Quarter	352			352			1,475			1,475



Delaware	2100 Logic Drive	77-0188631
(State or other jurisdiction of incorporation or organization)	San Jose	(I.R.S. Employer Identification No.)

~~2100 Logic Drive, San Jose,~~ California		95124
	(Address of principal executive offices)		(Zip Code)



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



Large accelerated filer	x	Accelerated filer	o	~~Accelerated filer~~ o	Non-accelerated filero	o
Smaller reporting companyo	☐	Emerging growth companyo	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o



Class		Shares Outstanding as of October ~~12, 2018~~11, 2019
Common Stock, $0.01 par value		~~253,043,435~~251,467,392




PART I. FINANCIAL INFORMATION	3
ITEM 1. FINANCIAL STATEMENTS	3
CONDENSED CONSOLIDATED STATEMENTS OF INCOME	3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME	4
CONDENSED CONSOLIDATED BALANCE SHEETS	5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	6
~~NOTES TO~~ CONDENSED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF STOCKHOLDERS' EQUITY	7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS	9
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2627
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	3334
ITEM 4. CONTROLS AND PROCEDURES	3536

PART II. OTHER INFORMATION	3637
ITEM 1. LEGAL PROCEEDINGS	3637
ITEM 1A. RISK FACTORS	3637
ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS	46
~~ITEM 6. EXHIBITS~~	47
~~SIGNATURES~~ITEM 6. EXHIBITS	48
SIGNATURES	49



x☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



	Three Months Ended					Six Months Ended
(In thousands, except per share amounts)	September 28, 2019			September 29, 2018		September 28, 2019		September 29, 2018
Net revenues	$	833,366		$	746,252	$	1,682,998	$	1,430,622
Cost of revenues:
Cost of products sold	287,372			231,620		570,872		438,508
Amortization of acquisition-related intangibles	5,734			—		9,003		—
Total cost of revenues	293,106			231,620		579,875		438,508
Gross margin	540,260			514,632		1,103,123		992,114
Operating expenses:
Research and development	222,979			183,372		427,079		354,198
Selling, general and administrative	111,596			97,685		219,021		188,217
Amortization of acquisition-related intangibles	2,169			839		2,569		1,199
Total operating expenses	336,744			281,896		648,669		543,614
Operating income	203,516			232,736		454,454		448,500
Interest and other income, net	12,329			6,408		23,941		3,561
Income before income taxes	215,845			239,144		478,395		452,061
Provision (benefit) for income taxes	(11,148		)	23,432		9,943		46,311
Net income	$	226,993		$	215,712	$	468,452	$	405,750
Net income per common share:
Basic	$	0.90		$	0.85	$	1.85	$	1.61
Diluted	$	0.89		$	0.84	$	1.83	$	1.59
Cash dividends per common share	$	0.37		$	0.36	$	0.74	$	0.72
Shares used in per share calculations:
Basic	252,399			252,988		252,728		252,541
Diluted	255,269			255,522		256,509		255,057



(In thousands, except par value amounts)	September 28, 2019			March 30, 2019
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,603,813		$	1,544,490
Short-term investments	912,030			1,631,194
Accounts receivable, net	335,499			335,165
Inventories	335,258			315,358
Prepaid expenses and other current assets	71,400			65,771
Total current assets	3,258,000			3,891,978
Property, plant and equipment, at cost	960,101			902,993
Accumulated depreciation and amortization	(597,941		)	(574,064		)
Net property, plant and equipment	362,160			328,929
Long-term investments	—			53,433
Goodwill	620,852			340,718
Acquisition-related intangibles, net	220,057			80,723
Other assets	558,829			455,567
Total Assets	$	5,019,898		$	5,151,348

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	107,105		$	117,491
Accrued payroll and related liabilities	246,310			247,268
Income taxes payable	17,176			28,718
Other accrued liabilities	135,237			81,559
Total current liabilities	505,828			475,036
Long-term debt	1,245,631			1,234,807
Long-term income taxes payable	476,641			515,192
Other long-term liabilities	95,893			64,804
Commitments and contingencies (Note 17)
Stockholders' equity:
Preferred stock, $.01 par value (none issued and outstanding)	—			—
Common stock, $.01 par value	2,515			2,539
Additional paid-in capital	978,222			1,005,411
Retained earnings	1,732,304			1,876,969
Accumulated other comprehensive loss	(17,136		)	(23,410		)
Total stockholders’ equity	2,695,905			2,861,509
Total Liabilities and Stockholders’ Equity	$	5,019,898		$	5,151,348



(In thousands, except par value amounts)	September 29, 2018			March 31, 2018^[1]
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	1,974,638		$	2,179,328
Short-term investments	1,305,922			1,268,242
Accounts receivable, net	372,983			382,246
Inventories	243,642			236,077
Prepaid expenses and other current assets	68,098			88,695
Total current assets	3,965,283			4,154,588
Property, plant and equipment, at cost	867,175			855,023
Accumulated depreciation and amortization	(554,365		)	(550,906		)
Net property, plant and equipment	312,810			304,117
Long-term investments	91,627			97,896
Goodwill	342,456			162,421
Acquisition-related intangibles, net	84,455			4,123
Other assets	350,905			337,402
Total Assets	$	5,147,536		$	5,060,547

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	107,099		$	98,999
Accrued payroll and related liabilities	232,410			206,367
Income taxes payable	31,435			47,713
Other accrued liabilities	60,965			59,680
Current portion of long-term debt	499,629			499,186
Total current liabilities	931,538			911,945
Long-term debt	1,201,884			1,214,440
Long-term income taxes payable	493,655			523,864
Other long-term liabilities	75,573			49,945
Commitments and contingencies (Note 17)
Stockholders' equity:
Preferred stock, $.01 par value (none issued and outstanding)	—			—
Common stock, $.01 par value	2,530			2,534
Additional paid-in capital	906,618			878,672
Retained earnings	1,576,476			1,513,656
Accumulated other comprehensive loss	(40,738		)	(34,509		)
Total stockholders’ equity	2,444,886			2,360,353
Total Liabilities and Stockholders’ Equity	$	5,147,536		$	5,060,547


	Six Months Ended						Six Months Ended
(In thousands)	September 29, 2018			September 30, 2017 ^[1]			September 28, 2019			September 29, 2018
Cash flows from operating activities:
Net income	$	405,750		$	330,995		$	468,452		$	405,750
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	31,123			22,964
Amortization	15,477			7,161
Depreciation and amortization of software							42,551			31,123
Amortization - others							22,050			15,477
Stock-based compensation	70,553			68,408			92,575			70,553
Amortization of debt discounts	591			1,964
Provision for deferred income taxes	4,825			37,640
Benefit for deferred income taxes							11,342			4,825
Others	1,884			744			(19,580		)	2,475
Changes in assets and liabilities:
Accounts receivable, net	9,263			(42,105		)	5,523			9,263
Inventories	(6,887		)	11,504			(14,675		)	(6,887		)
Prepaid expenses and other current assets	(5,744		)	(18,383		)	(1,860		)	(5,744		)
Other assets	(17,616		)	(12,645		)	(12,539		)	(17,616		)
Accounts payable	4,525			(20,585		)	(19,786		)	4,525
Accrued liabilities	13,116			23,346			21			13,116
Income taxes payable	(37,569		)	(17,960		)	(52,164		)	(37,569		)
Net cash provided by operating activities	489,291			393,048			521,910			489,291
Cash flows from investing activities:
Purchases of available-for-sale securities	(819,512		)	(1,367,972		)	(671,515		)	(819,512		)
Proceeds from sale and maturity of available-for-sale securities	780,567			1,257,571
Purchases of property, plant and equipment and other intangibles	(40,533		)	(22,149		)
Acquisition of business, net of cash acquired	(223,535		)	—
Proceeds from sale and maturity of available-for-sale and equity securities							1,458,286			780,567
Purchases of property, plant and equipment and software							(62,842		)	(40,533		)
Other investing activities	(25,277		)	(8,461		)	(5,453		)	(25,277		)
Net cash used in investing activities	(328,290		)	(141,011		)
Acquisition of businesses, net of cash acquired							(454,613		)	(223,535		)
Net cash provided by (used in) investing activities							263,863			(328,290		)
Cash flows from financing activities:
Repurchases of common stock	(160,536		)	(237,516		)	(477,245		)	(160,536		)
Taxes paid related to net share settlements of restricted stock units	(39,494		)	(42,053		)	(71,778		)	(39,494		)
Proceeds from issuance of common stock through various stock plans	18,416			19,358			19,802			18,416
Payment of dividends to stockholders	(181,752		)	(174,260		)	(187,445		)	(181,752		)
Repayment of convertible debt	—			(457,918		)
Proceeds from issuance of long-term debt, net	—			745,175
Other financing activities	(2,325		)	(1,325		)	(9,784		)	(2,325		)
Net cash used in financing activities	(365,691		)	(148,539		)	(726,450		)	(365,691		)
Net (decrease) increase in cash and cash equivalents	(204,690		)	103,498
Net increase (decrease) in cash and cash equivalents							59,323			(204,690		)
Cash and cash equivalents at beginning of period	2,179,328			966,695			1,544,490			2,179,328
Cash and cash equivalents at end of period	$	1,974,638		$	1,070,193		$	1,603,813		$	1,974,638
Supplemental disclosure of cash flow information:
Interest paid	$	33,986		$	18,608		$	30,513		$	33,986
Income taxes paid, net	$	78,948		$	14,789		$	50,332		$	78,948



Three Months Ended September 28, 2019	Common Stock Outstanding					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
(In thousands, except per share amounts)	Shares		Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of June 29, 2019	251,020		$	2,510		$	880,305		$	1,743,241		$	(13,472	)	$	2,612,584
Components of comprehensive income:
Net income	—		—			—			226,993			—			226,993
Other comprehensive loss	—		—			—			—			(3,664		)	(3,664		)
Tax withholding related to vesting of restricted stock units and other	1,921		20			(47,876		)	—			—			(47,856		)
Repurchase and retirement of common stock, including settlement of stock repurchase agreement	(1,475	)	(15		)	95,971			(144,446		)	—			(48,490		)
Stock-based compensation expense	—		—			49,822			—			—			49,822
Cash dividends declared ($0.37 per common share)	—		—			—			(93,484		)	—			(93,484		)
Balance as of September 28, 2019	251,466		$	2,515		$	978,222		$	1,732,304		$	(17,136	)	$	2,695,905



Six Months Ended September 28, 2019	Common Stock Outstanding					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
(In thousands, except per share amounts)	Shares		Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of March 30, 2019	253,891		$	2,539		$	1,005,411		$	1,876,969		$	(23,410	)	$	2,861,509
Components of comprehensive income:
Net income	—		—			—			468,452			—			468,452
Other comprehensive income	—		—			—			—			6,274			6,274
Tax withholding related to vesting of restricted stock units and other	2,018		20			(51,996		)	—			—			(51,976		)
Repurchase and retirement of common stock	(4,443	)	(44		)	(67,768		)	(425,672		)	—			(493,484		)
Stock-based compensation expense	—		—			92,575			—			—			92,575
Cash dividends declared ($0.74 per common share)	—		—			—			(187,445		)	—			(187,445		)
Balance as of September 28, 2019	251,466		$	2,515		$	978,222		$	1,732,304		$	(17,136	)	$	2,695,905



Three Months Ended September 29, 2018	Common Stock Outstanding					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
(In thousands, except per share amounts)	Shares		Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of June 30, 2018	251,450		$	2,515		$	894,588		$	1,457,467		$	(35,931	)	$	2,318,639
Components of comprehensive income:
Net income	—		—			—			215,712			—			215,712
Other comprehensive loss	—		—			—			—			(4,807		)	(4,807		)
Tax withholding related to vesting of restricted stock units and other	1,921		19			(15,816		)	—			—			(15,797		)
Repurchase and retirement of common stock	(352	)	(4		)	(7,099		)	(5,626		)	—			(12,729		)
Stock-based compensation expense	—		—			34,945			—			—			34,945
Cash dividends declared ($0.36 per common share)	—		—			—			(91,077		)	—			(91,077		)
Balance as of September 29, 2018	253,019		$	2,530		$	906,618		$	1,576,476		$	(40,738	)	$	2,444,886



Six Months Ended September 29, 2018	Common Stock Outstanding					Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
(In thousands, except per share amounts)	Shares		Amount			Additional Paid-in Capital			Retained Earnings			Accumulated Other Comprehensive Income (Loss)			Total Stockholders' Equity
Balance as of March 31, 2018	253,377		$	2,534		$	878,672		$	1,513,656		$	(34,509	)	$	2,360,353
Components of comprehensive income:
Net income	—		—			—			405,750			—			405,750
Other comprehensive loss	—		—			—			—			(14,628		)	(14,628		)
Cumulative-effect of equity investments adoption	—		—			—			(8,399		)	8,399			—
Tax withholding related to vesting of restricted stock units and other	2,064		21			(21,099		)	—			—			(21,078		)
Repurchase and retirement of common stock	(2,422	)	(25		)	(21,508		)	(139,003		)	—			(160,536		)
Stock-based compensation expense	—		—			70,553			—			—			70,553
Cumulative-effect of deferred tax from intra-entity asset transfer adoption	—		—			—			(13,776		)	—			(13,776		)
Cash dividends declared ($0.72 per common share)	—		—			—			(181,752		)	—			(181,752		)
Balance as of September 29, 2018	253,019		$	2,530		$	906,618		$	1,576,476		$	(40,738	)	$	2,444,886


Note 1.	Basis of Presentation


Note 2.	Recent Accounting Changes and Accounting Pronouncements



	Three Months Ended September 30, 2017							Six Months Ended September 30, 2017
(In thousands, except per share amounts)	As Reported		Adjustment			As Adjusted		As Reported		Adjustment			As Adjusted
Net revenues	$	619,503	$	7,916		$	627,419	$	1,234,949	$	(4,720	)	$	1,230,229
Cost of revenues	184,786		899			185,685		376,881		(372		)	376,509
Gross margin	434,717		7,017			441,734		858,068		(4,348		)	853,720
Operating expenses:
Research and development	157,985		—			157,985		311,036		—			311,036
Selling, general and administrative	91,053		—			91,053		180,228		—			180,228
Amortization of acquisition-related intangibles	510		—			510		1,215		—			1,215
Total operating expenses	249,548		—			249,548		492,479		—			492,479
Operating income	185,169		7,017			192,186		365,589		(4,348		)	361,241
Interest and other income, net	1,831		—			1,831		3,669		—			3,669
Income before income taxes	187,000		7,017			194,017		369,258		(4,348		)	364,910
Provision for income taxes	19,468		798			20,266		34,481		(566		)	33,915
Net income	$	167,532	$	6,219		$	173,751	$	334,777	$	(3,782	)	$	330,995
Net income per common share:
Basic	$	0.68	$	(0.02	)	$	0.70	$	1.35	$	(0.02	)	$	1.33
Diluted	$	0.65	$	(0.02	)	$	0.67	$	1.28	$	(0.02	)	$	1.26
Shares used in per share calculations:
Basic	248,094					248,094		247,960					247,960
Diluted	258,217					258,217		261,739					261,739


Note 3.	Significant Customers and Concentrations of Credit Risk



	March 31, 2018
(In thousands)	As Reported		Adjustment			As Adjusted
Accounts receivable	$	372,144	$	10,102		$	382,246
Other assets	342,644		(5,242		)	337,402
Deferred income on shipments to distributors	25,166		(25,166		)	—
Other accrued liabilities	59,772		(92		)	59,680
Retained earnings	1,483,538		30,118			1,513,656



	March 30, 2019
(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 Value
Assets
Cash equivalents:
Money market funds	$	428,150	$	—	$	—	$	428,150
Financial institution securities	—		287,945		—		287,945
Non-financial institution securities	—		461,884		—		461,884
U.S. government and agency securities	149,578		53,520		—		203,098
Foreign government and agency securities	—		99,750		—		99,750
Short-term investments:
Financial institution securities	—		249,850		—		249,850
Non-financial institution securities	—		240,040		—		240,040
U.S. government and agency securities	93,149		37,838		—		130,987
Foreign government and agency securities	—		114,705		—		114,705
Mortgage-backed securities	—		670,770		—		670,770
Debt mutual fund	—		31,934		—		31,934
Asset-backed securities	—		76,369		—		76,369
Commercial mortgage-backed securities	—		116,539		—		116,539
Long-term investments:
Debt mutual fund	—		53,433		—		53,433
Total assets measured at fair value	$	670,877	$	2,494,577	$	—	$	3,165,454
Liabilities
Derivative financial instruments, net	$	—	$	9,009	$	—	$	9,009
Total liabilities measured at fair value	$	—	$	9,009	$	—	$	9,009
Net assets measured at fair value	$	670,877	$	2,485,568	$	—	$	3,156,445


	September 29, 2018															September 28, 2019
	Less Than 12 Months					12 Months or Greater					Total					Less Than 12 Months					12 Months or Greater					Total
(In thousands)	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Non-financial institution securities	$	44,067	$	(748	)	$	19,640	$	(546	)	$	63,707	$	(1,294	)	$	3,705	$	(10	)	$	4,184	$	(50	)	$	7,889	$	(60	)
U.S. government and
agency securities	—		—			15,507		(337		)	15,507		(337		)	9,981		(2		)	13,127		(21		)	23,108		(23		)
Mortgage-backed securities	222,604		(5,996		)	497,433		(20,860		)	720,037		(26,856		)	76,433		(277		)	236,370		(3,141		)	312,803		(3,418		)
Asset-backed securities	18,472		(278		)	65,425		(974		)	83,897		(1,252		)	3,180		(4		)	18,583		(42		)	21,763		(46		)
Debt mutual funds	—		—			84,926		(16,424		)	84,926		(16,424		)
Commercial mortgage-
backed securities	44,231		(950		)	88,823		(2,629		)	133,054		(3,579		)	11,879		(24		)	45,714		(415		)	57,593		(439		)
Marketable equity securities	6,701		(799		)	—		—			6,701		(799		)
	$	336,075	$	(8,771	)	$	771,754	$	(41,770	)	$	1,107,829	$	(50,541	)	$	105,178	$	(317	)	$	317,978	$	(3,669	)	$	423,156	$	(3,986	)



	September 28, 2019
(In thousands)	Amortized Cost		Estimated Fair Value
Due in one year or less	$	1,134,474	$	1,134,470
Due after one year through five years	50,267		50,118
Due after five years through ten years	100,199		100,173
Due after ten years	402,510		400,369
	$	1,687,450	$	1,685,130



	RSUs Outstanding
(Shares in thousands)	Number of Shares		Weighted-Average Grant-Date Fair Value Per Share
March 31, 2018	6,989		$	51.39
Granted	3,559		$	66.94
Vested	(2,681	)	$	49.05
Cancelled	(536	)	$	55.09
March 30, 2019	7,331		$	59.54
Granted	2,556		$	111.20
Vested	(2,405	)	$	53.40
Cancelled	(172	)	$	69.99
September 28, 2019	7,310		$	79.38



	2020		2019
Expected life of options (years)	1.25		1.25
Expected stock price volatility	0.37		0.29
Risk-free interest rate	1.9	%	2.5	%
Dividend yield	1.3	%	2.0	%



	2019		2018
Expected life of options (years)	1.25		1.25
Expected stock price volatility	0.29		0.28
Risk-free interest rate	2.5	%	1.3	%
Dividend yield	2.0	%	2.2	%



Fiscal	(In thousands)
2020 (remaining six months)	$	6,631
2021	11,382
2022	10,100
2023	6,778
2024	6,118
Thereafter	35,505
Total lease payments	76,514
Less: Imputed interest	(17,507		)
Total lease liabilities	$	59,007



Fiscal	(In thousands)
2019 (remaining six months)	$	4,613
2020	10,124
2021	7,231
2022	5,891
2023	4,699
Thereafter	30,708
Total	$	63,266



	September 28, 2019
Weighted-average remaining lease term - operating leases (in years)	7.9
Weighted-average remaining discount rate - operating leases	5.8	%



							Weighted-Average
(In thousands)	September 28, 2019			March 30, 2019			Amortization Life
Goodwill	$	620,852		$	340,718
Core technology, gross	$	201,216		$	107,250
Less accumulated amortization	(91,614		)	(82,611		)
Core technology, net	109,602			24,639			4.4 years
Other intangibles, gross	95,759			51,016
Less accumulated amortization	(50,211		)	(47,642		)
Other intangibles, net	45,548			3,374			4.3 years

In-process research and development	64,907			52,710
Total acquisition-related intangibles, gross	361,882			210,976
Less total accumulated amortization	(141,825		)	(130,253		)
Total acquisition-related intangibles, net	$	220,057		$	80,723


Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations



	Three Months Ended						Six Months Ended
(% of total net revenues)	September 29, 2018		% Change in Dollars		September 30, 2017		September 29, 2018		% Change in Dollars	September 30, 2017
Data Center and TME	21	%	28		20	%	20	%	20	20	%
Automotive, Broadcast and Consumer	16		17		16		16		15	16
Communications	35		33		31		33		11	34
Industrial, Aerospace & Defense	25		(5	)	32		29		12	30
Channel	3		142		1		2		—	—
Total net revenues	100	%	19		100	%	100	%	16	100	%



	Three Months Ended						Six Months Ended
(In millions)	September 28, 2019		% Change		September 29, 2018		September 28, 2019		% Change		September 29, 2018
North America	$	233.6	12		$	207.9	$	432.4	8		$	401.3
Asia Pacific	422.9		29		326.9		854.1		35		630.8
Europe	123.8		(19	)	153.5		277.1		(3	)	285.4
Japan	53.1		(8	)	58.0		119.4		6		113.1
Total net revenues	$	833.4	12		$	746.3	$	1,683.0	18		$	1,430.6



	Three Months Ended								��	Six Months Ended
(In millions)	September 29, 2018			Change		September 30, 2017				September 29, 2018			Change		September 30, 2017
Provision for income taxes	$	23.4		16	%	$	20.3			$	46.3		37	%	$	33.9
Percentage of net revenues	3		%			3		%		3		%			3		%
Effective tax rate	10		%			10		%		10		%			9		%


Item 3.	Quantitative and Qualitative Disclosures About Market Risk


(In millions and U.S. dollars)	September 29, 2018		March 31, 2018		September 28, 2019		March 30, 2019
Singapore Dollar	$	26.8	$	24.9	$	29.8	$	29.4
Euro	38.9		39.0		46.3		39.4
Indian Rupee	71.8		62.5		75.0		78.0
British Pound	9.7		8.1		19.6		10.6
Japanese Yen	3.9		3.8		3.9		3.8
Chinese Yuan	25.0		8.3		35.4		34.4
	$	176.1	$	146.6	$	210.0	$	195.6



⁺	Portions of this Exhibit have been ~~omitted pursuant to a request for confidential treatment.~~omitted.



			XILINX, INC.

Date: October ~~25, 2018~~24, 2019			/s/ Lorenzo A. Flores
			Lorenzo A. Flores
			Executive Vice President and Chief Financial Officer (as principal ~~accounting and~~ financial officer and on behalf of Registrant)