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): October 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 October 14, 2009, Xilinx, Inc. issued a press release announcing results for the fiscal quarter ended September 26, 2009. 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 October 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: October 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 October 14, 2009

EX-99.1

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

XILINX SALES UP 10% SEQUENTIALLY;
QUARTERLY DIVIDEND INCREASED $0.02 PER SHARE

SAN JOSE, CA, OCTOBER 14, 2009-- Xilinx, Inc. (Nasdaq: XLNX) today announced second quarter fiscal 2010 sales of $415.0 million, up 10% sequentially and down 14% from the second quarter of the prior fiscal year. Second quarter net income was $64.0 million, or $0.23 per diluted share, including previously announced restructuring charges totaling $5.9 million, or approximately $0.02 per diluted share.

The Xilinx Board of Directors announced a $0.02 increase in the quarterly cash dividend to $0.16 per outstanding share of common stock, payable on November 24, 2009 to all stockholders of record at the close of business on November 4, 2009.

Additional second quarter comparisons are represented in the charts below:

GAAP Results
(In millions, except EPS)

							Growth Rates
	Q2		Q1		Q2
	FY 2010		FY 2010		FY 2009 (1)		Q-T-Q		Y-T-Y
Net revenues		$415.0		$376.2		$483.5		10%		-14%
Operating income		$82.1		$57.4		$124.6		43%		-34%
Net income		$64.0		$38.0		$81.1		68%		-21%
Diluted earnings per share		$0.23		$0.14		$0.29		64%		-21%

(1) As adjusted due to the retrospective adoption of the accounting standard for convertible debentures in the first quarter of fiscal 2010.

Sales growth in the September quarter was driven by strength from all end markets and geographic regions. New Product sales increased 36% sequentially during the quarter due primarily to strong growth from the Virtex®-5 and Spartan®-3 FPGA families.

“I am encouraged by the broad-based recovery in our business,” said Moshe Gavrielov, Xilinx President and Chief Executive Officer. “Strong sales growth coupled with continued operating expense control contributed to a significant improvement in operating margin. September quarter operating margin was 20%, up from 15% in the prior quarter.”

Net Revenues by Geography:
	Percentages						Growth Rates
	Q2		Q1		Q2
	FY 2010		FY 2010		FY 2009		Q-T-Q		Y-T-Y
North America		35%		35%		34%		12%		-10%
Asia Pacific		35%		37%		32%		3%		-8%
Europe		21%		20%		23%		15%		-23%
Japan		9%		8%		11%		26%		-23%
Net Revenues by End Market:
	Percentages							Growth Rates
	Q2		Q1		Q2
	FY 2010		FY 2010		FY 2009		Q-T-Q		Y-T-Y
Communications		46%		49%		43%		4%		-8%
Industrial & Other		31%		31%		32%		9%		-17%
Consumer & Automotive		16%		14%		17%		27%		-22%
Data Processing		7%		6%		8%		31%		-20%
Net Revenues by Product:
	Percentages						Growth Rates
	Q2		Q1		Q2
	FY 2010		FY 2010		FY 2009		Q-T-Q		Y-T-Y
New		31%		25%		16%		36%		63%
Mainstream		33%		36%		37%		4%		-22%
Base		31%		34%		42%		-1%		-37%
Support		5%		5%		5%		2%		-23%

Products are classified as follows:

New Products: Virtex-6, Virtex-5, Spartan-6, Spartan-3A and Spartan-3E product families
Mainstream Products: Virtex-4, Spartan-3, Spartan-II and CoolRunner™-II product families
Base Products: Virtex, Virtex-E, Virtex-II, Spartan, XC4000, CoolRunner and XC9500 product families
Support Products: Configuration products, HardWire, Software & Support/Services

Key Statistics:
(Dollars in millions)

	Q2		Q1		Q2
	FY 2010		FY 2010		FY 2009
Annual Return on Equity (%)*		10		8		17
Operating Cash Flow	$	118	$	147		$95
Depreciation Expense	$	12	$	13		$13
Capital Expenditures	$	4	$	5		$12
Combined Inventory Days		75		78		93
Revenue Turns (%)		57		57		59

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

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Highlights –Second Quarter Fiscal 2010

• Xilinx announced design support for Virtex-6 HXT FPGAs with Version 11.3 of the ISE® Design Suite software. Optimized for 40G/100G wired telecommunications and data communications, Virtex-6 HXT FPGAs deliver serial interface technology to designers of ultra-high bandwidth systems with line rates in excess of 11 Gigabits per second. As the leader in serial connectivity solutions for FPGAs, Xilinx estimates that it shipped over 75% of the PLD industry’s FPGAs with embedded transceivers in the September quarter.
   
• The Spartan-6 family continues to be the PLD industry’s only 45nm high-volume FPGA family. Manufactured by Samsung, this family marks the first time transceiver capability and high-performance PCIe and memory controller blocks have been integrated into a 45nm low-cost FPGA fabric. These key technologies enable customers to make FPGA-based products and platforms that are lower power, lower cost and easier to use.
   
• The Company’s consistent profitability and cash flow generation—even during challenging economic conditions, led to the Board’s recent decision to increase the quarterly cash dividend by $0.02 to $0.16 per common share. This is the fifth time Xilinx has increased its dividend since initiating the dividend program in April 2004.

Business Outlook – December Quarter Fiscal 2010

• Sales are expected to be up approximately 6% to 10% sequentially.
   
• Gross margin is expected to be approximately 62% to 63%.
   
• Operating expenses are expected to be approximately $186 million, including $3 million in charges relating to restructuring activity announced on April 15, 2009.
   
• Other income and expense is expected to be a net expense of approximately $1 million.
   
• Fully diluted share count is expected to be approximately 278 million.
   
• December quarter tax rate is expected to be approximately 19%.

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 December 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 32161500. The telephonic replay will be available for two weeks following the live call.

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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 the Company to generate cost and operating expense savings in an efficient and timely fashion, the ability of our customers to manage their inventories, a high dependence on turns business, the ability of our foundry suppliers to deliver sufficient wafer volumes in a timely manner, 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 athttp://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.

#0952F

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

	Three Months Ended									Six Months Ended
	Sept. 26,			Sept. 27,			June 27,			Sept. 26,			Sept. 27,
	2009			2008*			2009			2009			2008*
Net revenues	$	414,950		$	483,537		$	376,235		$	791,185		$	971,783
Cost of revenues		158,177			177,407			143,822			301,999			353,913
Gross margin		256,773			306,130			232,413			489,186			617,870
Operating expenses:
Research and development		90,145			89,501			83,233			173,378			180,235
Selling, general and administrative		78,621			88,080			73,556			152,177			181,084
Amortization of acquisition-related intangibles		-			1,426			2,493			2,493			2,851
Restructuring charges		5,915			2,487			15,771			21,686			22,023
Total operating expenses		174,681			181,494			175,053			349,734			386,193
Operating income		82,092			124,636			57,360			139,452			231,677
Impairment loss on investments		-			(29,001	)		-			-			(33,622	)
Interest and other income (expense), net		(1,782	)		7,240			(10,910	)		(12,692	)		11,718
Income before income taxes		80,310			102,875			46,450			126,760			209,773
Provision for income taxes		16,272			21,815			8,444			24,716			45,535
Net income	$	64,038		$	81,060		$	38,006		$	102,044		$	164,238
Net income per common share:
Basic	$	0.23		$	0.29		$	0.14		$	0.37		$	0.59
Diluted	$	0.23		$	0.29		$	0.14		$	0.37		$	0.59
Cash dividends declared per common share	$	0.14		$	0.14		$	0.14		$	0.28		$	0.28
Shares used in per share calculations:
Basic		276,353			276,169			275,523			275,735			277,357
Diluted		276,988			277,714			276,258			276,271			279,258

* As adjusted due to the retrospective adoption of the accounting standard for convertible debentures in the first quarter of fiscal 2010

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

	Sept. 26,		March 28,
	2009		2009*
	(Unaudited)
ASSETS
Current assets:
Cash, cash equivalents and short-term investments	$	1,517,610	$	1,324,933
Accounts receivable, net		226,673		216,390
Inventories		100,957		119,832
Deferred tax assets and other current assets		99,192		91,313
Total current assets		1,944,432		1,752,468
Net property, plant and equipment		371,689		387,907
Long-term investments		352,375		347,787
Other assets		292,189		323,739
Total Assets	$	2,960,685	$	2,811,901
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	216,701	$	170,702
Deferred income on shipments to distributors		75,755		62,364
Total current liabilities		292,456		233,066
Convertible debentures		353,471		352,110
Deferred tax liabilities		206,714		196,189
Other long-term liabilities		141,906		81,776
Stockholders' equity		1,966,138		1,948,760
Total Liabilities and Stockholders' Equity	$	2,960,685	$	2,811,901

* Derived from audited financial statements and adjusted due to the retrospective adoption of the accounting standard for convertible debentures in the first quarter of fiscal 2010

XILINX,INC.SUPPLEMENTAL FINANCIAL INFORMATION (Unaudited)
(In thousands)

	Three Months Ended									Six Months Ended
	Sept. 26,			Sept. 27,			June 27,			Sept. 26,			Sept. 27,
	2009			2008*			2009			2009			2008*
SELECTED CASH FLOW INFORMATION:
Depreciation	$	12,056		$	13,309		$	13,009		$	25,065		$	28,729
Amortization		3,260			4,176			5,307			8,567			8,351
Stock-based compensation		11,762			13,724			13,729			25,491			28,147
Net cash provided by operating activities		117,976			94,700			146,967			264,943			253,197
Purchases of property, plant and equipment		(4,133	)		(11,777	)		(4,714	)		(8,847	)		(21,650	)
Payment of dividends to stockholders		(38,744	)		(38,697	)		(38,574	)		(77,318	)		(77,625	)
Repurchases of common stock		-			(125,000	)		-			-			(275,000	)
Proceeds from issuance of common stock
to employees and excess tax benefit		15,677			49,856			(16,056	)		(379	)		81,387
STOCK-BASED COMPENSATION INCLUDED IN:
Cost of revenues	$	1,272		$	1,497		$	1,115		$	2,387		$	3,079
Research and development		5,205			6,293			5,996			11,201			12,647
Selling, general and administrative		5,285			5,629			5,673			10,958			11,857
Restructuring charges		-			305			945			945			564

* As adjusted due to the retrospective adoption of the accounting standard for convertible debentures in the first quarter of fiscal 2010