8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  April 26, 2006

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2100 Logic Drive, San Jose, California		95124
(Address of principal executive offices)		(Zip Code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On April 26, 2006, Xilinx, Inc. issued a press release announcing results for both the fiscal quarter ended and the fiscal year ended April 1, 2006. A copy of this press release is furnished as Exhibit 99.1 to this report.

Item 8.01 Other Events

Through the press release issued on April 26, 2006, Xilinx also announced an increase in the quarterly dividend from $0.07 to $0.09 per common share for the first quarter of fiscal 2007.

Item 9.01Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated April 26, 2006.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XILINX, INC.
Date: April 26, 2006	By:	/s/ Thomas R. Lavelle
			Thomas R. Lavelle
			Vice President, Secretary and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated April 26, 2006.

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EX-99.1

Exhibit 99.1

Investor Relations Contact:

Lori Owen

Xilinx, Inc.

(408) 879-6911

ir@xilinx.com

XILINX ANNOUNCES RECORD REVENUES AND RAISES QUARTERLY DIVIDEND;

NEW PRODUCT SALES INCREASE 18% SEQUENTIALLY.

SAN JOSE, CA, APRIL 26, 2006 — Xilinx, Inc. (Nasdaq: XLNX) today announced net revenues of $472.3 million in the fourth quarter of fiscal 2006, up 5% sequentially from the prior quarter and up 21% from the same quarter a year ago. Fourth quarter net income was $110.7 million, or $0.32 per diluted share, including a $4.5 million acquisition-related charge. The tax provision for the fourth quarter includes an $8.9 million, or $0.03 per diluted share, benefit related to prior year adjustments driven primarily by an over provision of state income taxes. This is compared to net income of $81.0 million or $0.23 per diluted share in the prior quarter.

Xilinx also announced today that the Company’s Board of Directors increased its quarterly cash dividend from $0.07 to $0.09 per outstanding share of common stock, payable on May 31, 2006 to all stockholders of record at the close of business on May 10, 2006.

Additional fourth quarter comparisons are represented in the chart below.

Quarterly Information

(In millions, except EPS)

							Growth Rates
	Q4 FY 2006		Q3 FY 2006		Q4 FY 2005		Q-T-Q		Y-T-Y
Net revenues	$	472.3	$	449.6	$	391.0	5	%	21	%
Operating income	$	119.4	$	119.8	$	83.1	0	%	44	%
Net income	$	110.7	$	81.0	$	67.2	37	%	65	%
Diluted earnings per share	$	0.32	$	0.23	$	0.19	39	%	68	%

“Strong European sales coupled with solid New Product growth enabled Xilinx to exit the fiscal year with record revenues,” said Wim Roelandts, Chief Executive Officer and Chairman of the Board. “European sales increased 15% sequentially and 24% versus the same quarter a year ago, driven by customers in the Communications end market. I am also pleased with the sales growth of New Products which increased 18% sequentially during the March quarter. Sales from most products in this category surpassed internal forecasts. Sales of the Virtex™-4 family were exceptionally strong during the quarter, increasing more than 70% sequentially.”

Business Review – March Quarter FY06

•Total inventory days at Xilinx and distribution were 134 days, down from 144 days last quarter.

•Accounts receivable days sales outstanding were 37, up from 29 in the prior quarter.

•Capital expenditures and depreciation were $22 million and $14 million, respectively.

Net revenues by Geography:

	Percentages
	Q4 FY 2006		Q3 FY 2006		Q4 FY 2005		Growth Rates
							Q-T-Q		Y-T-Y
North America	41	%	43	%	40	%	0	%	23	%
Europe	22	%	20	%	21	%	15	%	24	%
Japan	14	%	14	%	14	%	4	%	23	%
Asia Pacific/ROW	23	%	23	%	25	%	7	%	13	%

Net revenues by End Market:

	Percentages
	Q4 FY 2006		Q3 FY 2006		Q4 FY 2005		Growth Rates
							Q-T-Q		Y-T-Y
Communications	48	%	48	%	47	%	5	%	23	%
Storage & Servers	10	%	11	%	17	%	0	%	-28	%
Consumer & Automotive	15	%	14	%	14	%	14	%	31	%
Industrial & Other	27	%	27	%	22	%	3	%	47	%

Net revenues by Product*:

	Percentages
	Q4 FY 2006		Q3 FY 2006		Q4 FY 2005		Growth Rates
							Q-T-Q		Y-T-Y
New	37	%	33	%	22	%	18	%	99	%
Mainstream	43	%	47	%	54	%	-5	%	-4	%
Base	14	%	14	%	17	%	8	%	1	%
Support	6	%	6	%	7	%	4	%	5	%

*Products are classified as follows:

New products: Virtex-4, Virtex-II Pro, Spartan™-IIE, Spartan-3™, Spartan-3E, Easypath^ä and CoolRunner™^- II products

Mainstream products: Virtex-II, Spartan™-II, Spartan-XL, CoolRunner, Virtex-E and Virtex products

Base products: XC3000, XC3100, XC4000, XC4000XL, XC4000XLA, XC4000XV, XC4000E, XC4000EX, XC5200, XC9500, XC9500XL, XC9500XV and Spartan products

Support products: Configuration solutions, HardWire, Software & Support/Services

Highlights – Fiscal Year 2006:

•Introduced in September 2004, the Virtex-4 family of FPGAs now generates more in 90nm sales than any other PLD family. Strong design win activity from broad-based end markets drove significant sales growth from all three domain-optimized platforms in fiscal 2006. Virtex-4 FPGAs were named Ultimate Product of the Year at the EE Times Annual Creativity in Electronics (ACE) 2006 Award Gala, which recognized the electronics engineering industry’s most innovative companies and breakthrough technologies.

•For the 8th consecutive year, sales from the Xilinx Spartan Series increased as a percentage of total sales representing a record 24% of total net revenues in fiscal year 2006, up from 21% last year and up from 8% five years ago. The success of the Spartan series is reflected in increased sales exposure to high-volume applications such as consumer, automotive and high-volume networking as well as in the total number of Spartan customers which has increased by almost 60% over the last five years. While

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the Virtex-4 family claims 90nm FPGA sales leadership, the Spartan-3 family maintains leadership in number of 90nm units shipped.

•Fiscal 2006 marked the 5th consecutive year of market segment share gains for Xilinx CPLDs. Currently, Xilinx estimates its share of the CPLD segment to be over 28%, up from 12% five years ago. Market segment share gains and record CPLD sales are primarily due to the success of the Xilinx low-power CoolRunner Series, which has made significant advances into the portable applications space, most notably handheld devices.

•In March 2006, Xilinx demonstrated first silicon of its new 65nm generation Virtex FPGA family and has started delivering software and engineering samples to early access customers.

•Xilinx unveiled a strategy and set of product roadmaps to address the $2 billion high-performance DSP market, including XtremeDSP™ solutions that accelerate the development of multimedia, video and imaging systems. Additionally, Xilinx strengthened its commitment to FPGA-based DSP system design with the acquisition of AccelChip, Inc., a provider of DSP design tools.

•In December 2005, Xilinx announced the 8.1i release of its popular Integrated Software Environment (ISE™) design tool suite with enhanced physical synthesis capabilities to improve performance and timing closure for both the Virtex-4 and Spartan-3 architectures. Earlier in the year, Xilinx introduced version 4.00 of its MicroBlaze™ soft processor, which enables embedded developers to accelerate system performance by as much as 120 times over software emulation.

Business Outlook – June Quarter FY07

•Revenues expected to be up 1% - 5% sequentially.

•Gross margin expected to be approximately 62.5%, including approximately $4 million of stock-based compensation charges.

•Operating expenses will include approximately $23 million of stock-based compensation charges. Including those charges, R&D and SG&A expense are expected to be approximately $196 million.

•Other income expected to be approximately $13 million.

•Tax rate is expected to be approximately 23%.

•Fully diluted share count expected to decrease to approximately 348 million shares.

Business Update – June Quarter FY07

A first quarter business update will be issued in the form of a press release after the market closes on Thursday, June 8, 2006. Financial guidance to the investment community will be limited to the points mentioned in the business update document. Please sign up for a push email alert, which is available from our investor relations web site at http://www.investor.xilinx.com.

This release contains forward-looking statements and projections. Actual events and results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including the general health of global economies as well as of the

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semiconductor industry, the health of our end markets and our customers’ customers, our ability to forecast end customer demand, customer acceptance of our new products, the ability of our customers to manage their inventories, a high dependence on turns business, higher-than-anticipated product delinquencies, more customer volume discounts than expected, greater product mix changes than anticipated, fluctuations in manufacturing yields, our ability to deliver product in a timely manner, our ability to secure meaningful wafer capacity from our suppliers, our ability to secure adequate test, packaging and assembly capacity from our suppliers, our ability to successfully manage production at multiple foundries, variability in wafer pricing, and other risk factors listed in our most recent Form 10-K.

About Xilinx

Xilinx, Inc. (NASDAQ: XLNX) is the worldwide leader of programmable logic solutions. Additional information about Xilinx is available athttp://www.xilinx.com.

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XILINX, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Three Months Ended							Year Ended
	Apr. 01, 2006			Apr. 02, 2005		Dec. 31, 2005		Apr. 01, 2006			Apr. 02, 2005
	(Unaudited)			(Unaudited)		(Unaudited)		(Unaudited)			(1)
Net revenues	$	472,337		$	390,977	$	449,605	$	1,726,250		$	1,573,233
Cost of revenues	178,193			152,001		166,476		657,119			576,284
Gross margin	294,144			238,976		283,129		1,069,131			996,949
Operating expenses:
Research and development	86,396			80,034		81,073		326,126			307,448
Selling, general and administrative	81,888			74,063		80,683		316,302			303,595
Amortization of acquisition-related intangibles	1,929			1,750		1,536		6,976			6,668
Litigation settlements and contingencies	—			—		—		3,165			—
Write-off of acquired in-process research and development	4,500			—		—		4,500			7,198
Total operating expenses	174,713			155,847		163,292		657,069			624,909
Operating income	119,431			83,129		119,837		412,062			372,040
Impairment loss on investments	(1,418		)	—		—		(1,418		)	(3,099		)
Interest income and other, net	9,762			9,628		10,943		45,958			31,603
Income before income taxes	127,775			92,757		130,780		456,602			400,544
Provision for income taxes	17,034			25,552		49,811		102,453			87,821
Net income	$	110,741		$	67,205	$	80,969	$	354,149		$	312,723
Basic net income per common share	$	0.32		$	0.19	$	0.23	$	1.01		$	0.90
Diluted net income per common share	$	0.32		$	0.19	$	0.23	$	1.00		$	0.87
Cash dividends declared per common share	$	0.07		$	0.05	$	0.07	$	0.28		$	0.20
Common and equivalent shares used in computing net income per share amounts:
Basic	344,683			349,795		348,203		349,026			347,810
Diluted	350,241			358,460		353,237		355,065			358,230

(1) Derived from audited financial statements

XILINX, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	Apr. 1, 2006		Apr. 2, 2005
	(Unaudited)		(1)
ASSETS
Current assets
Cash, cash equivalents and short-term investments	$	984,917	$	861,558
Investment in United Microelectronics Corporation, current portion	37,285		—
Accounts receivable, net	194,205		213,459
Inventories	201,029		185,722
Deferred tax assets and other current assets	230,812		205,625
Total current assets	1,648,248		1,466,364
Net property, plant and equipment	358,257		344,516
Long-term investments	616,296		766,596
Investment in United Microelectronics Corporation, net of current portion	239,209		246,110
Other assets	311,537		215,610
Total Assets	$	3,173,547	$	3,039,196
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued  liabilities	$	218,466	$	195,883
Deferred income on shipments to distributors	126,558		102,511
Total current liabilities	345,024		298,394
Deferred tax liabilities	92,153		67,294
Other long-term liabilities	7,485		—
Stockholders’ equity	2,728,885		2,673,508
Total Liabilities and Stockholders’ Equity	$	3,173,547	$	3,039,196

(1) Derived from audited financial statements