Exhibit 99.2

EXAR CORPORATION
SECOND QUARTER FISCAL YEAR 2016 EARNINGS ANNOUNCEMENT
PREPARED CONFERENCE CALL REMARKS

Please see the section “Discussion of Non-GAAP Financial Measures” later in this document for more details on non-GAAP data. Investors should also refer to the reconciliation of Non-GAAP Results to GAAP Results, which is contained in our press release.

Discussion of Business and Non-GAAP Financial Highlights

Today we reported the following non-GAAP results for our second quarter fiscal 2016:

Our net sales by end market in dollars and as a percentage of total net sales were as follows for the periods presented (in thousands, except percentages):

High-End Consumer (or “HeC”). In the second quarter, HeC revenue was 35% of sales, or $13.2 million, down 3% sequentially as compared to the $13.5 million reported in the first quarter of fiscal 2016. This sequential decline was attributable to anticipated softness in the Korea and Taiwan display markets.

Infrastructure. In the second quarter, Infrastructure revenue was 17% of sales, or $6.2 million, down 2% sequentially compared to $6.3 million in the first quarter of fiscal 2016.

Discussion of Non-GAAP Gross Margins, Operating Expenses, and Operating Margins

Our net sales and operating results as a percentage of net sales were as follows for the periods presented (in thousands, except percentages):

Gross Margin

On a non-GAAP basis, second quarter gross margin was 45.6%, compared with the first quarter gross margin of 49.5%. This equates to a gross profit of $17.0 million for the second quarter, compared with $20.0 million last quarter. This sequential decline was attributable in part to the reduction in IP sales from the first fiscal quarter of 2016 as well as a less favorable mix.

Operating Expenses

Operating expenses declined 4% sequentially in the second fiscal quarter from $14.7 million to $14.1 million. Second quarter R&D expenses were $7.1 million, down 4% sequentially as compared with the $7.4 million reported in the first quarter. SG&A expenses were $7.0 million, down 4% sequentially as compared with the $7.3 million reported in the first quarter. Operating expenses do not include charges for personnel whose positions were eliminated as part of a restructuring or whose principal activities supported the Data Compression product line.

Operating Margin

In the second quarter, operating income and operating margin were $2.9 million and 7.8%, respectively, compared to $5.3 million and 13.0% in the first quarter.

Discussion of Non-GAAP Net Income/EPS and Capital Structure

Net Income

Second quarter non-GAAP net income was $2.8 million, compared with $5.1 million for the first quarter.

EPS

Second quarter non-GAAP earnings per fully diluted share was $0.06, compared with the $0.10 reported last quarter.

Capital Structure

The number of shares used in the second quarter calculation of non-GAAP results was 49.2 million shares, down from 50.2 million shares. We did not repurchase any shares during the second quarter.

Discussion of GAAP Operating Results

The Company’s non-GAAP measures exclude certain recurring charges, such as stock-based compensation, amortization and impairment of acquired intangible assets, as well as certain one-time or non-recurring charges, such as charges from restructuring. Please see the section “Discussion of Non-GAAP Financial Measures” later in this document for more details on non-GAAP data.

In the second quarter, we took charges of (i) $3.4 million related to amortization, (ii) $2.5 million provision for dispute resolution related to our Data Compression products, which was classified as a reduction in revenue, (iii) $2.1 million related to ongoing restructuring activities, and (iv) $1.5 million related to stock-based compensation.

Additionally, in the second quarter, we recorded credits of $1.5 million decrease in cost of goods sold due to proceeds received from a legal settlement related to our Data Compression products, and $1.2 million due to the lapsing of the statute of limitations related to U.S. federal tax reserves.

Second quarter GAAP net loss was $4.2 million, or a loss of $0.09 per share, as compared with GAAP net loss of $2.5 million reported in the first quarter, or a loss of $0.05 per share.

Balance Sheet and Cash Flow Highlights

Cash and Equivalents

We ended the second fiscal quarter with $53.5 million in cash and cash equivalents, down from $55.8 million in the first quarter. Cash balance was negatively impacted by an increase in accounts receivable, which is discussed in the next section.

Net Accounts Receivable

Second quarter net accounts receivable increased to $32.0 million from $26.0 million last quarter. In the second quarter, DSO was 84 days, compared to 58 days last quarter. Several large payments were made shortly after the quarter end. At the end of October 2015, net accounts receivable was approximately $25.5 million and DSO was approximately 67 days.

Net Inventory

Second quarter net inventory decreased to $32.4 million, compared with $33.3 million in the first quarter. This decrease was principally attributable to additional reserves provided for Data Compression products. In the second quarter, days inventory was 135 days, compared to 125 days last quarter.

Deferred Margin

Second quarter deferred margin decreased to $6.8 million, compared with $7.2 million in the first quarter and $14.4 million a year ago. Deferred margin has declined as our distribution partners look to reduce inventory and we move parts of our commodity business to market price programs, and as a result of our lowering of the book costs on many parts in an effort to allow our distributors to increase turns.

Cash Flow

Second quarter total depreciation and amortization was $4.8 million, of which $1.5 million was included in the non-GAAP results. This translates to a Non-GAAP EBITDA of $4.4 million for the second quarter of fiscal year 2016. Year- to-date, operating cash flow was break-even.

Discussion of Third Quarter and Full Fiscal Year 2016 Non-GAAP Guidance

For the third quarter ending December 27, 2015, the Company expects revenue to be flat to up 3% sequentially, non-GAAP gross margin to be in the range of 46% to 48%, and non-GAAP EPS on a fully diluted basis to be in the range of $0.06 to $0.08. For fiscal year 2016 the Company expects non-GAAP revenue to be in the range of $153 million to $156 million and Non-GAAP EPS on a fully diluted basis to be in the range of $0.30 to $0.34.

Safe Harbor and Forward-Looking Statements

There can be no assurance that Exar’s review of strategic alternatives will result in any specific action. Exar does not currently intend to disclose further developments with respect to this process unless and until its Board of Directors approves a specific action or otherwise concludes the review of strategic alternatives.

Discussion of Non-GAAP Financial Measures

The Company’s non-GAAP measures exclude charges related to stock-based compensation, amortization of acquired intangible assets and inventory step-up, impairment charges, technology licenses, restructuring charges and exit costs which include costs for personnel whose positions have been eliminated as part of a restructuring or are in the process of being eliminated as part of the discontinuation of a product line, provisions for & proceeds received from dispute resolutions, merger and acquisition and related integration costs, certain income tax benefits and credits, certain warranty charges, net change in the fair value of contingent consideration, the write-down of deferred revenue under business combination accounting, and related income tax effects on certain excluded items. The Company excludes these items primarily because they are significant special expense and gain estimates, which management separates for consideration when evaluating and managing business operations. The Company’s management uses non-GAAP net income and non-GAAP earnings per share to evaluate its current operating results and financial results and to compare them against historical financial results.  Additionally, we disclose below the non-GAAP measure of free cash flow, which is derived from our net cash provided (used) by operations, less purchases of fixed assets and IP, plus proceeds from the sale of IP. Management believes these non-GAAP measures are useful to investors because they are frequently used by securities analysts, investors and other interested parties in evaluating the Company and provides further clarity on its profitability.

In addition, the Company believes that providing investors with these non-GAAP measurements enhances their ability to compare the Company’s business against that of its many competitors who employ and disclose similar non-GAAP measures.  This financial measure may be different from non-GAAP methods of accounting and reporting used by the Company’s competitors to the extent their non-GAAP measures include or exclude other items.  The presentation of this additional information should not be considered a substitute for net income or net income per diluted share or other measures prepared in accordance with GAAP.

Investors should refer to the reconciliation of Non-GAAP Results to GAAP Results, which is contained in our press release.

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