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): January 14, 2009

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 January 14, 2009, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended December 27, 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 January 14, 2009

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: January 14, 2009	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 January 14, 2009

EX-99.1

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

XILINX ANNOUNCES THIRD QUARTER FISCAL 2009 RESULTS

• Operating margin of 26.1% is highest reported in three years
• Virtex-5® sales post strong growth

SAN JOSE, CA, JANUARY 14, 2009-- Xilinx, Inc. (Nasdaq: XLNX) today announced net revenues of $458.4 million in the third quarter of fiscal 2009, down 5% sequentially from the prior quarter and down 3% compared to the same quarter a year ago. Third quarter net income was $139.4 million, or $0.51 per diluted share, including an $89.7 million pre-tax gain on the early extinguishment of convertible debentures and a $19.5 million pre-tax impairment charge on investments. Collectively, these income and expense items represented approximately $0.19 per diluted share after tax.

The Xilinx Board of Directors declared a quarterly cash dividend of $0.14 per outstanding share of common stock, payable on February 25, 2009 to all stockholders of record at the close of business on February 4, 2009.

Additional third quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

				Growth Rates
	Q3 FY 2009	Q2 FY 2009	Q3 FY 2008	Q-T-Q			Y-T-Y
Net revenues	$458.4	$483.5	$474.8		-5	%		-3	%
Operating income	$119.6	$124.6	$115.3		-4	%		4	%
Net income	$139.4	$81.8	$103.6		70	%		35	%
Diluted earnings per share	$0.51	$0.29	$0.35		76	%		46	%

Sales in the month of December were particularly weak as the current economic recessionary environment began impacting customers in most Xilinx end markets. With the exception of sales to Industrial and Other which were flat, sales to other end markets declined sequentially in the December quarter.

Continued cost reduction efforts contributed to improved gross and operating margins during the quarter. Operating margin of 26.1% was up from 24.3% in the same quarter of the prior year and the highest reported in over three years. Gross margin of 63.9% was up from 63.3% in the same quarter of the prior year and the highest reported in over four years.

“Sales from the Company’s flagship Virtex-5 family posted exceptionally strong growth in the December quarter increasing 35% sequentially and representing 15% of total sales, up from 10% in the prior quarter.” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “The success of this product family in today’s challenging economic environment underscores a growing affinity for programmable solutions versus ASIC alternatives. Programmable solutions provide customers with lower risk, greater flexibility and, in many cases, lower total overall cost.”

Net Revenues by Geography:
	Percentages									Growth Rates
	Q3			Q2			Q3
	FY 2009			FY 2009			FY 2008			Q-T-Q			Y-T-Y
North America		34	%		34	%		41	%		-4	%		-20	%
Asia Pacific		33	%		32	%		27	%		-1	%		20	%
Europe		22	%		23	%		22	%		-12	%		-4	%
Japan		11	%		11	%		10	%		-4	%		1	%
Net Revenues by End Market:
	Percentages									Growth Rates
	Q3			Q2			Q3
	FY 2009			FY 2009			FY 2008			Q-T-Q			Y-T-Y
Communications		44	%		43	%		41	%		-3	%		4	%
Industrial & Other		33	%		32	%		33	%		0	%		-2	%
Consumer & Automotive		16	%		17	%		17	%		-12	%		-11	%
Data Processing		7	%		8	%		9	%		-21	%		-27	%
Net Revenues by Product*:
	Percentages									Growth Rates
	Q3			Q2			Q3
	FY 2009			FY 2009			FY 2008			Q-T-Q			Y-T-Y
New		48	%		45	%		35	%		2	%		34	%
Mainstream		36	%		38	%		45	%		-9	%		-22	%
Base		11	%		12	%		14	%		-17	%		-29	%
Support		5	%		5	%		6	%		-11	%		-19	%

*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 – December Quarter Fiscal 2009

• For the second consecutive quarter, sales to customers in wireless communications were particularly strong, increasing over 10% sequentially. Most of this growth was attributable to the next generation rollout of wireless technologies in China. Xilinx FPGA solutions, most notably Virtex-5 FPGAs, are key beneficiaries of this next generation wireless technology rollout due to their high performance, functionality and system integration capabilities.

• Xilinx continues to have one of the most stable and resilient business models in the technology industry in terms of profitability and cash flow generation. In the December quarter, Xilinx generated $128.5 million in operating cash flow and paid $146.3 million in cash to repurchase $241.1 million (principal amount) of convertible debentures and $38.4 million in cash dividends. Xilinx currently has among the highest dividend yields in the technology industry.

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Key Statistics:
	Q3	Q2	Q3
	FY 2009	FY 2009	FY 2008
Annual Return on Equity (%)*	24	21	21
Operating Cash Flow (millions)	$128	$95	$208
Depreciation Expense (millions)	$13	$13	$13
Capital Expenditures (millions)	$11	$12	$11
Combined Inventory Days	99	93	91
Revenue Turns (%)	54	59	59

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

Business Outlook – March Quarter Fiscal 2009

• Sales are expected to be down 15% to 25% sequentially.
• Gross margin is expected to be in the range of 61% to 63%.
• Operating expenses are expected to be flat to slightly down sequentially from the December quarter.
• Interest and other is expected to be a net expense of $3 million.
• Fully diluted share count is expected to be approximately 275 million shares.
• March quarter tax rate is expected to be approximately 21%.

Conference Call

A conference call will be held today at 2:00 p.m. Pacific Time to discuss the quarter's results and management's outlook for the March quarter. The webcast and subsequent replay will be available in the investor relations section of the company's web site at www.investor.xilinx.com. A telephonic replay of the call may be accessed later in the day by calling (800) 642-1687 and referencing confirmation code 76849026. The telephonic replay will be available for two weeks following the live call.

Business Update - March Quarter Fiscal 2009

The Company expects to issue a fourth quarter business update press release before the market opens on Tuesday, March 3, 2009. 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 www.investor.xilinx.com.

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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 Forms 10-K and 10-Q.

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								Nine Months Ended
	Dec. 27,			Dec. 29,		Sept. 27,			Dec. 27,			Dec. 29,
		2008			2007		2008			2008			2007
Net revenues	$	458,387		$	474,806	$	483,537		$	1,430,170		$	1,365,612
Cost of revenues		165,331			174,414		177,407			519,244			513,014
Gross margin		293,056			300,392		306,130			910,926			852,598
Operating expenses:
Research and development		86,967			91,011		89,501			267,202			267,175
Selling, general and administrative		85,032			92,453		88,080			266,116			272,856
Amortization of acquisition-related intangibles		1,475			1,582		1,426			4,326			5,376
Restructuring charges		-			-		2,487			22,023			-
Total operating expenses		173,474			185,046		181,494			559,667			545,407
Operating income		119,582			115,346		124,636			351,259			307,191
Gain on early extinguishment of convertible debentures		89,672			-		-			89,672			-
Impairment loss on investments		(19,540	)		-		(29,001	)		(53,162	)		-
Interest and other, net		(575	)		14,385		8,490			13,620			47,422
Income before income taxes		189,139			129,731		104,125			401,389			354,613
Provision for income taxes		49,765			26,139		22,300			96,261			77,045
Net income	$	139,374		$	103,592	$	81,825		$	305,128		$	277,568
Net income per common share:
Basic	$	0.51		$	0.36	$	0.30		$	1.10		$	0.94
Diluted	$	0.51		$	0.35	$	0.29		$	1.10		$	0.92
Cash dividends declared per common share	$	0.14		$	0.12	$	0.14		$	0.42		$	0.36
Shares used in per share calculations:
Basic		273,997			289,703		276,169			276,584			296,714
Diluted		274,223			293,036		277,714			277,603			301,030

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

	Dec. 27,		March 29,
	2008		2008
	(Unaudited)		(1)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,289,930	$	1,296,435
Accounts receivable, net		213,590		249,147
Inventories		149,421		130,250
Deferred tax assets and other current assets		101,327		144,364
Total current assets		1,754,268		1,820,196
Net property, plant and equipment		394,973		404,430
Long-term investments		388,972		564,269
Other assets		343,248		348,212
Total Assets	$	2,881,461	$	3,137,107
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	207,786	$	228,988
Deferred income on shipments to distributors		71,510		111,678
Total current liabilities		279,296		340,666
Convertible debentures		760,107		999,851
Deferred tax liabilities		102,425		84,486
Other long-term liabilities		71,150		40,281
Stockholders' equity		1,668,483		1,671,823
Total Liabilities and Stockholders' Equity	$	2,881,461	$	3,137,107

(1) Derived from audited financial statements

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

	Three Months Ended									Nine Months Ended
	Dec. 27,			Dec. 29,			Sept. 27,			Dec. 27,			Dec. 29,
	2008			2007			2008			2008			2007
SELECTED CASH FLOW INFORMATION:
Depreciation	$	13,438		$	13,497		$	13,309		$	42,167		$	40,323
Amortization		4,120			4,328			4,227			12,573			13,537
Stock-based compensation		13,041			16,456			13,724			41,188			48,730
Net cash provided by operating activities		128,479			207,744			94,700			381,676			479,134
Purchases of property, plant and equipment		(11,061	)		(10,737	)		(11,777	)		(32,711	)		(39,355	)
Payment of dividends to stockholders		(38,357	)		(34,480	)		(38,697	)		(115,982	)		(105,881	)
Repurchases of common stock		-			(200,000	)		(125,000	)		(275,000	)		(350,000	)
Repurchases of convertible debentures		(146,324	)		-			-			(146,324	)		-
Proceeds from issuance of common stock to  employees and excess tax benefit		2,992			11,610			49,856			84,379			90,394
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,337		$	1,937		$	1,497		$	4,416		$	5,785
Research and development		6,055			7,977			6,293			18,702			22,526
Selling, general and administrative		5,649			6,542			5,629			17,506			20,419
Restructuring charges		-			-			305			564			-