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): July 16, 2008

XILINX, INC.
(Exact name of registrant as specified in its charter)

Delaware	0-18548	77-0188631
(State or other	(Commission File	(IRS Employer
jurisdiction of	Number)	Identification No.)
incorporation)

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:

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

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

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

[ ] 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 July 16, 2008, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended June 28, 2008. A copy of this press release is furnished as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Press release of Xilinx, Inc. dated July 16, 2008.

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: July 16, 2008	By:	/s/	Jon A. Olson
			Jon A. Olson
			Senior Vice President, Finance
			and Chief Financial Officer

EXHIBIT INDEX
Exhibit No.	Description
99.1	Press release of Xilinx, Inc. dated July 16, 2008.

EX-99.1

Investor Relations Contact:	Exhibit 99.1
Lori Owen
Xilinx, Inc.
(408) 879-6911
ir@xilinx.com

XILINX ANNOUNCES FIRST QUARTER FISCAL 2009 RESULTS;
SALES INCREASE 3% SEQUENTIALLY

• Record sales of $488.2 million in fiscal Q1
  
  
• Gross margin of 63.8%
  
  
• Industrial and Other sales reach record level

SAN JOSE, CA, JULY 16, 2008-- Xilinx, Inc. (Nasdaq: XLNX) today announced record net revenues of $488.2 million in the first quarter of fiscal 2009, up 3% sequentially from the prior quarter and up 9% compared to the same quarter a year ago. First quarter net income was $83.9 million, or $0.30 per diluted share, including previously announced pre-tax restructuring charges of $19.5 million as well as a pre-tax charge of $4.6 million related to impairment losses on equity investments. Collectively these charges totaled $24.1 million, or approximately $0.07 per diluted share.

The Xilinx Board of Directors declared a quarterly cash dividend of $0.14 per outstanding share of common stock, payable on August 27, 2008 to all stockholders of record at the close of business on August 6, 2008.

Additional first quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

				Growth Rates
	Q1 FY 2009	Q4 FY 2008	Q1 FY 2008	Q-T-Q	Y-T-Y
Net revenues	$488.2	$475.8	$445.9	3%	9%
Operating income	$107.0	$117.0	$97.5	-9%	10%
Net income	$83.9	$96.5	$84.3	-13%	0%
Diluted earnings per share	$0.30	$0.34	$0.28	-12%	7%

Sales from New Products increased 15% sequentially in the June quarter representing 42% of total sales, up from 28% in the same quarter a year ago. Virtex®-4 FPGA sales were particularly strong during the quarter driven by applications in the communications, defense and medical end markets.

Sales from the Asia Pacific region increased 15% sequentially in the June quarter reaching a record 32% of total sales, up from 29% in the same quarter a year ago. Strong sales growth was driven primarily by communications customers within the region as well as US-based communications customers with manufacturing operations in Asia Pacific.

“We reported a solid quarter in spite of macroeconomic headwinds,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “In addition to achieving record sales in the June quarter, our gross margin continued to improve due to disciplined efforts in the areas of yield improvement and cost reduction. Gross margin in the June quarter was 63.8%, up from 63.4% in the prior quarter and up from 62.2% in the same quarter a year ago.”

Net Revenues by Geography:

	Percentages			Growth Rates
	Q1	Q4	Q1
	FY 2009	FY 2008	FY 2008	Q-T-Q	Y-T-Y
North America	35%	38%	39%	-4%	-1%
Asia Pacific	32%	28%	29%	15%	21%
Europe	23%	23%	22%	1%	14%
Japan	10%	11%	10%	-3%	9%

Net Revenues by End Market:

	Percentages			Growth Rates
	Q1	Q4	Q1
	FY 2009	FY 2008	FY 2008	Q-T-Q	Y-T-Y
Communications	42%	42%	45%	3%	2%
Industrial & Other	33%	33%	32%	5%	16%
Consumer & Automotive	16%	17%	15%	-2%	13%
Data Processing	9%	8%	8%	3%	17%

Net Revenues by Product*:

	Percentages			Growth Rates
	Q1	Q4	Q1
	FY 2009	FY 2008	FY 2008	Q-T-Q	Y-T-Y
New	42%	38%	28%	15%	64%
Mainstream	40%	42%	50%	-2%	-12%
Base	12%	14%	16%	-14%	-19%
Support	6%	6%	6%	-5%	8%

*Products are classified as follows:

New Products: Virtex-5, Virtex-4, Spartan®-3, and CoolRunner™-II products
Mainstream Products: Virtex-II, Spartan-II, CoolRunner and Virtex-E products
Base Products: Virtex, Spartan, XC4000 and XC9500 products
Support Products: Configuration solutions, HardWire, Software & Support/Services

Highlights – June Quarter Fiscal 2009

Ø

Sales from products manufactured using 90nm and 65nm process technologies reached record levels in the June quarter exceeding 40% of total sales, up from 26% in the same quarter a year ago. Xilinx’s successful introduction of the Virtex-5 family in May 2006 has enabled the Company to achieve significant 65nm sales leadership over PLD competitors. Xilinx estimates that it currently supplies approximately 90% of the PLD industry’s 65nm sales. Virtex-5 devices continue to generate strong design win momentum across a broad range of end markets.

Ø

Industrial and Other sales reached record levels in the June quarter driven by growth from the defense, industrial, scientific and medical applications. Xilinx FPGAs are ideally suited for many of the applications in this space due to their high DSP performance, embedded processing functionality and integration capabilities. Sales from Industrial and Other applications represented 33% of total sales in the June quarter, up from 22% three years ago.

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Key Statistics:

	Q1	Q4	Q1
	FY 2009	FY 2008	FY 2008
Annual Return on Equity (%)*	20	22	18
Operating Cash Flow ($M)	158	102	126
Depreciation Expense ($M)	15	14	12
Capital Expenditures ($M)	10	6	16
Combined Inventory Days	93	92	101
Revenue Turns (%)	59	60	57

*Return on equity calculation: Annualized net income/average stockholders’ equity

Business Outlook – September Quarter Fiscal 2009

Ø	Revenues are expected to be between up 1% to down 3% sequentially.
Ø	Gross margin is expected to be in the range of 63% to 64%.
Ø	Operating expenses are expected to be approximately $180 million including $1 million to $2 million of previously announced restructuring charges.
Ø	Other income including interest expense is expected to be approximately $5 million.
Ø	Tax rate is expected to be approximately 22%.
Ø	Fully diluted share count is expected to be approximately 277 million shares.

This release contains forward-looking statements and projections. Forward-looking statements and projections can often be identified by the use of forward-looking words such as “expect,” “may,” “will,” “could,” “believe,” “anticipate,” “estimate,” “continue,” “plan,” “intend,” “project” or other similar words. Undue reliance should not be placed on such forward-looking statements and projections, which speak only as of the date they are made. We undertake no obligation to update such forward-looking statements. Actual events and results may differ materially from those in the forward-looking statements and are subject to risks and uncertainties including the general health of global economies as well as of the 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, more customer volume discounts than expected, greater product mix changes than anticipated, fluctuations in manufacturing yields, our ability to deliver product in a timely manner, our ability to successfully manage production at multiple foundries, 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 at http://www.xilinx.com. Xilinx, the Xilinx logo, Virtex, Spartan, ISE, and other brands designated herein are trademarks of Xilinx in the United States and other countries. All other trademarks are the property of their respective owners.

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XILINX, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)

	Three Months Ended
	June 28,			March 29,			June 30,
	2008			2008			2007
Net revenues	$	488,246		$	475,760		$	445,912
Cost of revenues		176,506			173,974			168,478
Gross margin		311,740			301,786			277,434
Operating expenses:
Research and development		90,734			90,888			87,870
Selling, general and administrative		93,004			92,469			90,199
Amortization of acquisition-related intangibles		1,425			1,426			1,897
Restructuring charges		19,536			-			-
Total operating expenses		204,699			184,783			179,966
Operating income		107,041			117,003			97,468
Impairment loss on investments		(4,621	)		(2,850	)		-
Interest and other, net		5,705			5,328			13,533
Income before income taxes		108,125			119,481			111,001
Provision for income taxes		24,196			23,002			26,723
Net income	$	83,929		$	96,479		$	84,278
Net income per common share:
Basic	$	0.30		$	0.34		$	0.28
Diluted	$	0.30		$	0.34		$	0.28
Cash dividends declared per common share	$	0.14		$	0.12		$	0.12
Shares used in per share calculations:
Basic		278,165			284,523			297,720
Diluted		280,881			286,321			303,198

XILINX, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	June 28,		March 29,
	2008		2008
	(Unaudited)		(1)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,238,713	$	1,296,435
Accounts receivable, net		205,480		249,147
Inventories		140,372		130,250
Deferred tax assets and other current assets		147,933		144,364
Total current assets		1,732,498		1,820,196
Net property, plant and equipment		398,882		404,430
Long-term investments		607,253		564,269
Other assets		352,422		348,212
Total Assets	$	3,091,055	$	3,137,107
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	237,681	$	228,988
Deferred income on shipments to distributors		99,789		111,678
Total current liabilities		337,470		340,666
Convertible debentures		999,552		999,851
Deferred tax liabilities		100,548		84,486
Other long-term liabilities		43,894		40,281
Stockholders’ equity		1,609,591		1,671,823
Total Liabilities and Stockholders’ Equity	$	3,091,055	$	3,137,107

     (1) Derived from audited financial statements

XILINX, INC.
SUPPLEMENTALFINANCIALINFORMATION
(Unaudited)
(In thousands)

	Three Months Ended
	June 28,			March 29,			June 30,
	2008			2008			2007
SELECTED CASH FLOW INFORMATION:
Depreciation	$	15,420		$	13,876		$	12,446
Amortization		4,226			4,219			4,605
Stock-based compensation		14,164			17,697			16,521
Net cash provided by operating activities		158,497			101,841			126,324
Purchases of property, plant and equipment		(9,873	)		(6,238	)		(15,599	)
Payment of dividends to stockholders		(38,928	)		(34,093	)		(35,718	)
Repurchases of common stock		(150,000	)		(200,000	)		-
Proceeds from issuance of common stock to employees and excess tax benefit		31,531			57,700			48,046
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,582		$	1,820		$	2,171
Research and development		6,354			8,908			7,301
Selling, general and administrative		6,228			6,969			7,049