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): March 5, 2014

XILINX, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-18548	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 8.01 Other Events.

On March 5, 2014, Xilinx, Inc. issued a press release announcing the pricing of its public offering of $1.0 billion aggregate principal amount of its senior unsecured notes pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release of Xilinx, Inc. dated March 5, 2014

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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: March 5, 2014	By:	/s/ Jon A. Olson
		Jon A. Olson
		Senior Vice President, Finance and Chief Financial Officer

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EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Xilinx, Inc. dated March 5, 2014

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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 PRICING OF SENIOR UNSECURED NOTES OFFERING

San Jose, Calif., March 5, 2014 — Xilinx, Inc. today announced the pricing of its public offering of $1.0 billion aggregate principal amount of its senior unsecured notes pursuant to an effective shelf registration statement previously filed with the Securities and Exchange Commission.

Of these notes, $500 million will mature on March 15, 2019 with a coupon rate of 2.125% and $500 million will mature on March 15, 2021 with a coupon rate of 3.000%. The notes were offered to the public at a price of 99.477% of par in the case of the 2019 notes and 99.281% of par in the case of the 2021 notes. The offering is expected to close on March 12, 2014, subject to customary closing conditions.

Xilinx expects to receive net proceeds from this offering of approximately $991.8 million, after deducting underwriting discounts. Xilinx intends to use the net proceeds of this offering to pay a substantial portion of the redemption and/or conversion price of its 3.125% Junior Subordinated Convertible Debentures due 2037 which will be redeemed by Xilinx on March 17, 2014.

J.P. Morgan Securities LLC is acting as sole book-running manager for the offering of the notes.  J. Wood Capital Advisors LLC is acting as financial advisor for the offering.

This offering is being made only by means of a prospectus and related prospectus supplement, which may be obtained for free by visiting www.sec.gov.

Alternatively, copies may be obtained by contacting J.P. Morgan Securities LLC at:

383 Madison Avenue, 3rd Floor

New York, New York 10179

Attention: High Grade Syndicate Desk

Call collect: 1-212-834-4533

This news release shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

This press release contains certain forward-looking statements that are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the anticipated use of the proceeds of the offering. Xilinx does not undertake any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of this press release.

About Xilinx

Xilinx (NASDAQ: XLNX) develops All Programmable technologies and devices, beyond hardware to software, digital to analog, and single to multiple die in 3D ICs.  These industry leading devices are coupled with a next-generation design environment and IP to serve a broad range of customer needs, from programmable logic to programmable systems integration.  For more information visit www.xilinx.com.

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Xilinx, the Xilinx logo, Artix, ISE, Kintex, Spartan, Virtex, Zynq, Vivado, and other designated brands included herein are trademarks of Xilinx in the United States and other countries. All other trademarks are the property of their respective owners.

XLNX-F

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