10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 27, 2009

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to            

Commission File No. 0-14225

EXAR CORPORATION

(Exact Name of Registrant as specified in its charter)

Delaware	94-1741481
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

48720 Kato Road, Fremont, CA 94538

(Address of principal executive offices, Zip Code)

(510) 668-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on it corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ¨    No  ¨

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨		Accelerated filer                   x
Non-accelerated filer    ¨	(Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The number of shares outstanding of the Registrant’s Common Stock was 43,618,329 as of October 30, 2009, net of 19,924,369 treasury shares.

EXAR CORPORATION AND SUBSIDIARIES

INDEX TO

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 27, 2009

		Page
	PART I—FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	37
	PART II—OTHER INFORMATION
Item 1.	Legal Proceedings	38
Item 1A.	Risk Factors	38
Item 4.	Submission of Matters to a Vote of Security Holders	53
Item 6.	Exhibits	54
	Signatures	55
	Index to Exhibits	56

2

PART I—FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

(Unaudited)

	September 27, 2009			March 29, 2009
ASSETS
Current assets:
Cash and cash equivalents	$	32,034		$	89,002
Short-term marketable securities		189,411			167,341
Accounts receivable (net of allowances of $636 and $572)		12,975			7,452
Accounts receivable, related party (net of allowances of $407 and $736)		3,366			1,796
Inventories		13,016			15,678
Other current assets		4,264			3,274
Deferred income taxes		314			62
Total current assets		255,380			284,605
Property, plant and equipment, net		43,546			42,549
Goodwill		2,621			—
Intangible assets, net		25,694			7,359
Other non-current assets		3,023			1,876
Total assets	$	330,264		$	336,389
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	8,515		$	5,391
Accrued compensation and related benefits		6,300			4,773
Deferred income and allowances on sales to distributors		3,197			3,208
Deferred income and allowances on sales to distributors, related party		7,676			7,040
Short-term lease financing obligations		2,851			2,460
Other accrued expenses		6,741			4,554
Total current liabilities		35,280			27,426
Long-term lease financing obligations		15,160			15,633
Other non-current obligations		1,646			1,236
Total liabilities		52,086			44,295
Commitments and contingencies (Notes 16 and 17)
Stockholders’ equity:
Preferred stock, $.0001 par value; 2,250,000 shares authorized; no shares outstanding		—			—
Common stock, $.0001 par value; 100,000,000 shares authorized; 43,582,508 and 43,036,271 shares outstanding at September 27, 2009 and March 29, 2009, respectively		4			4
Additional paid-in capital		716,997			710,787
Accumulated other comprehensive income		1,714			802
Treasury stock at cost, 19,924,369 shares at September 27, 2009 and March 29, 2009		(248,983	)		(248,983	)
Accumulated deficit		(191,554	)		(170,516	)
Total stockholders’ equity		278,178			292,094
Total liabilities and stockholders’ equity	$	330,264		$	336,389

See accompanying Notes to Condensed Consolidated Financial Statements

3

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended						Six Months Ended
	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Sales:
Net sales	$	23,118		$	21,581		$	46,228		$	41,752
Net sales, related party		8,470			11,167			16,222			23,207
Total net sales		31,588			32,748			62,450			64,959
Cost of sales:
Cost of sales		11,843			11,579			24,732			22,518
Cost of sales, related party		4,088			5,208			7,876			11,055
Amortization of purchased intangible assets		1,567			956			2,907			1,911
Total cost of sales		17,498			17,743			35,515			35,484
Gross profit		14,090			15,005			26,935			29,475
Operating expenses:
Research and development		12,288			8,133			24,582			16,225
Selling, general and administrative		11,375			9,746			26,487			21,047
Total operating expenses		23,663			17,879			51,069			37,272
Loss from operations		(9,573	)		(2,874	)		(24,134	)		(7,797	)
Other income and expense, net:
Interest income and other, net		1,700			2,535			3,454			5,205
Interest expense		(326	)		(330	)		(650	)		(661	)
Impairment charges on investments		(245	)		(1,454	)		(317	)		(1,454	)
Total other income and expense, net		1,129			751			2,487			3,090
Loss before income taxes		(8,444	)		(2,123	)		(21,647	)		(4,707	)
Provision for (benefit from) income taxes		(281	)		64			(609	)		(59	)
Net loss	$	(8,163	)	$	(2,187	)	$	(21,038	)	$	(4,648	)
Loss per share:
Basic and diluted loss per share	$	(0.19	)	$	(0.05	)	$	(0.48	)	$	(0.11	)
Shares used in the computation of loss per share:
Basic and diluted		43,550			42,735			43,432			42,854

See accompanying Notes to Condensed Consolidated Financial Statements

4

EXAR CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	September 27, 2009			September 28, 2008
Cash flows from operating activities:
Net loss	$	(21,038	)	$	(4,648	)
Reconciliation of net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		10,935			7,145
Stock-based compensation expense		2,975			2,449
Provision for sales returns and allowances		4,735			3,515
Other than temporary loss on long-term investment in non-marketable securities		317			1,454
Deferred income taxes		(203	)		—
Changes in operating assets and liabilities, net of effects of acquisitions:
Accounts receivable		(8,726	)		(2,606	)
Inventories		7,623			(1,258	)
Prepaid expenses and other assets		1,325			821
Accounts payable		2,403			(421	)
Other accrued expenses		(2,195	)		221
Income taxes payable		—			27
Deferred income and allowance on sales to distributors and distributor related party		191			447
Accrued compensation and related benefits		(647	)		256
Net cash provided by (used in) operating activities		(2,305	)		7,402
Cash flows from investing activities:
Purchases of property, plant and equipment and intellectual property, net		(3,313	)		(1,289	)
Purchases of short-term marketable securities		(118,691	)		(124,465	)
Proceeds from maturities of short-term marketable securities		75,875			48,890
Proceeds from sales of short-term marketable securities		35,853			17,065
Contributions to long-term investments		(25	)		(157	)
Acquisition of Galazar, net of cash acquired		(3,495	)		—
Acquisition of Hifn, net of cash acquired		(40,349	)		—
Net cash used in investing activities		(54,145	)		(59,956	)
Cash flows from financing activities:
Repurchase of common stock		—			(12,913	)
Proceeds from issuance of common stock		274			2,368
Repayment of lease financing obligations		(792	)		(540	)
Net cash used in financing activities		(518	)		(11,085	)
Net decrease in cash and cash equivalents		(56,968	)		(63,639	)
Cash and cash equivalents at the beginning of period		89,002			122,016
Cash and cash equivalents at the end of period	$	32,034		$	58,377
Supplemental disclosure of non-cash investing and financing activities:
Issuance of common stock in connection with Hifn acquisition	$	2,705		$	—
Property, plant and equipment acquired under capital lease		710			—

See accompanying Notes to Condensed Consolidated Financial Statements

5

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION

Description of Business—Exar Corporation was incorporated in California in 1971 and reincorporated in Delaware in 1991. Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, sub-contracts manufacturing of and sells highly differentiated silicon, software and subsystem solutions for industrial, datacom and storage applications.

On June 17, 2009, we completed the acquisition of Galazar Networks Inc. (“Galazar”). Galazar, based in Ottawa, Ontario, Canada, is a fabless semiconductor and software supplier focused on carrier grade transport over telecom networks. Galazar’s product portfolio addresses transport of a wide range of datacom and telecom services including Ethernet, SAN, TDM and video over SONET/SDH, PDH and OTN networks. On April 3, 2009, we completed the acquisition of hi/fn, inc. (“Hifn”). Hifn is a provider of network- and storage-security and data reduction products that simplify the way major network and storage original equipment manufacturers (“OEMs”), as well as small-and-medium enterprises (“SMEs”), efficiently and securely share, retain, access and protect critical data. See Note 3 “Business Combinations”.

Our fiscal year ends on the Sunday closest to March 31 and our fiscal quarters end on the Sunday closest to the end of the corresponding calendar quarter. The second quarter of fiscal 2010 and fiscal 2009 included 91 days from June 29, 2009 to September 27, 2009 and June 30, 2008 to September 28, 2008, respectively.

Basis of Presentation and Use of Management Estimates—The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements and should be read in conjunction with the Financial Statements and notes thereto included in our Annual Report on Form 10-K for the year ended March 29, 2009 as filed with the SEC. In the opinion of management, the accompanying condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which we believe are necessary for a fair statement of Exar’s financial position as of September 27, 2009 and our results of operations for the three and six months ended September 27, 2009 and September 28, 2008, respectively. The results of operations for the three and six months ended September 27, 2009 are not necessarily indicative of the results to be expected for any future period.

The financial statements include management’s estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of sales and expenses during the reporting periods. Actual results could differ from those estimates, and material effects on operating results and financial position may result.

Software Revenue Recognition

Refer to our Form 10-K for a full disclosure of our revenue accounting policies. In connection with the Hifn acquisition software revenues is part of our revenues going forward. Software license revenue is generally recognized when a signed agreement or other persuasive evidence of an arrangement exists, vendor-specific objective evidence exists to allocate a portion of the total fee to any undelivered elements of the arrangement, the software has been shipped or electronically delivered, the license fee is fixed or determinable and collection of resulting receivables is reasonably assured. Returns, including exchange rights for unsold licenses, are recorded based on agreed-upon return rates or historical experience and are deferred until the return rights expire.

Exar receives software license revenue from OEMs that sublicense our software shipped with their products. The OEM sublicense agreements are generally valid for a term of one year and include rights to unspecified future upgrades and maintenance during the term of the agreement. License fees under these agreements are recognized ratably over the term of the agreement. Revenues from sublicenses sold in excess of the specified volume in the original license agreement are recognized when they are reported as sold to end customers by the OEM.

In instances where significant customization and modifications are made to software delivered to customers, Exar accounts for such arrangements in accordance with Financial Accounting Standards Board (“FASB”) authoritative guidance for construction and production type contracts.

Software revenues have not been a significant part of our total revenues.

6

Research and Development Costs

Research and development costs consist primarily of salaries, employee benefits, overhead, outside contractors and non-recurring engineering fees. Expenditures for research and development are charged to expense as incurred. In accordance with FASB authoritative guidance for Accounting for the Costs of Computer Software to be Sold, Leased or Otherwise Marketed, certain software development costs are capitalized after technological feasibility has been established. The period from achievement of technological feasibility, which Exar defines as the establishment of a working model, until the general availability of such software to customers, has been short, and therefore software development costs qualifying for capitalization have been insignificant. Accordingly, Exar has not capitalized any software development costs as of September 27, 2009.

Starting in fiscal 2010, some of our research and development costs are eligible for reimbursement under a contractual agreement. Amounts received under this arrangement are offset against research and development expenses as costs are incurred in accordance with the agreement. For the six months ended September 27, 2009, the company received $2.4 million for worked performed, which was recorded as an offset to research and development expenses which are included in the “Research and development” line item on the condensed consolidated statement of operations for the three and six months ended September 27, 2009.

NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS

In September 2009, the FASB’s Emerging Issues Task Force (“EITF”) issued authoritative guidance addressing revenue arrangements with multiple deliverables. The guidance requires revenue to be allocated to multiple elements using relative fair value based on vendor-specific-objective-evidence, third party evidence or estimated selling price. The residual method also becomes obsolete under this guidance. This guidance is effective for the Company’s interim reporting period ending on June 25, 2011. Early adoption is permitted. We are currently evaluating the impact of the implementation of this guidance on our consolidated financial statements.

In September 2009, FASB’s EITF issued authoritative guidance addressing certain revenue arrangements that include software elements. This guidance states that tangible products with hardware and software components that work together to deliver the product functionality are considered non-software products, and the accounting guidance under the revenue arrangements with multiple deliverables is to be followed. This guidance is effective for the Company’s interim reporting period ending on June 25, 2011. Early adoption is permitted. We are currently evaluating the impact of the implementation of this guidance on our consolidated financial statements.

In August 2009, the FASB provided clarification to all entities that measure liabilities at fair value. In circumstances in which a quoted price in an active market for the identical liability is not available, we are required to measure the fair value using one or more of the following techniques: (i) a valuation technique that uses the quoted price of the identical liability when traded as an asset; (ii) quoted prices for similar liabilities or similar liabilities when traded as assets; and (iii) another valuation technique including an income approach, such as a present value technique, or market approach, such as a technique that is based on the amount at the measurement date that we would pay to transfer the identical liability or would receive to enter into the identical liability. The new authoritative guidance was effective immediately and was adopted with no significant impact on our consolidated financial statements.

In June 2009, the FASB revised the authoritative guidance for the accounting for transfers of financial assets, which enhances information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and where companies have continuing exposure to the risks related to transferred financial assets. Additionally, on and after the effective date, the concept of a qualifying special-purpose entity is no longer relevant for accounting purposes and should be evaluated for consolidation by reporting entities. If the evaluation results in consolidation, the reporting entity should apply the transition guidance provided, effective with the first annual reporting period that begins after November 15, 2009 and for interim and annual reporting periods thereafter. Early adoption is prohibited. The new guidance will apply to transfers occurring on or after March 29, 2010 and is not expected to have a significant impact on our consolidated financial statements.

In June 2009, the FASB revised the authoritative guidance for Generally Accepted Accounting Principles (“GAAP”). The FASB Accounting Standards Codification (“Codification”) is now the single source of authoritative non-governmental U.S. GAAP. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All existing accounting standards are superseded and all other accounting literature not included in the Codification is nonauthoritative. The new authoritative guidance was effective for interim and annual periods ending after September 15, 2009 and was adopted on September 27, 2009. As the Codification was not intended to change or alter existing GAAP, it did not have any impact on our consolidated financial statements.

7

NOTE 3. BUSINESS COMBINATIONS

We periodically evaluate strategic acquisitions that build upon our existing library of intellectual property, human capital and engineering talent, and seek to increase our leadership position in the areas in which we operate.

We account for each business combination by applying the acquisition method, which requires (i) identifying the acquirer; (ii) determining the acquisition date; (iii) recognizing and measuring the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest of the acquirer in the acquiree at their acquisition date fair value; and (iv) recognizing and measuring goodwill or a gain from a bargain purchase.

Assets acquired and liabilities assumed in a business combination that arise from contingencies are recognized at fair value on the acquisition date if fair value can be determined during the measurement period. If fair value cannot be determined, we typically account for the acquired contingencies using existing guidance for a reasonable estimate.

Goodwill is measured and recorded as the amount by which the consideration transferred, generally at the acquisition date fair value, exceeds the acquisition date fair value of identifiable assets acquired, the liabilities assumed, and any noncontrolling interest of the acquirer in the acquiree. To the contrary, if the acquisition date fair value of identifiable assets acquired, the liabilities assumed, and any noncontrolling interest of the acquirer in the acquiree exceeds the consideration transferred, it is considered a bargain purchase and we would recognize the resulting gain in earnings on the acquisition date.

In-process research and development (“IPR&D”) asset is considered an indefinite-lived intangible asset and is not subject to amortization. IPR&D must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the IPR&D with its carrying amount. If the carrying amount of the IPR&D exceeds its fair value, an impairment loss must be recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the IPR&D will be its new accounting basis. Subsequent reversal of a previously recognized impairment loss is prohibited. The initial determination and subsequent evaluation for impairment, of the IPR&D asset requires management to make significant judgments and estimates. Once the IPR&D projects have been completed or abandoned, the useful life of the IPR&D asset is determined and amortized accordingly.

Acquisition related costs, including finder’s fees, advisory, legal, accounting, valuation and other professional or consulting fees are accounted for as expenses in the periods in which the costs are incurred and the services are received, with the exception that the costs to issue debt or equity securities are recognized in accordance with other applicable GAAP.

Acquisition of Galazar Networks Inc.

On June 17, 2009, we completed the acquisition of Galazar. Galazar, based in Ottawa, Ontario, Canada, is a fabless semiconductor and software supplier focused on carrier grade transport over telecom networks. Galazar’s product portfolio addresses transport of a wide range of datacom and telecom services including Ethernet, SAN, TDM and video over SONET/SDH, PDH and OTN networks.

The acquisition was accounted for in accordance with the acquisition method for business combinations. Accordingly, Galazar’s results of operations and estimated fair value of assets acquired and liabilities assumed were included in our condensed consolidated financial statements beginning June 18, 2009.

Consideration

We expect to pay approximately $4.95 million in cash for Galazar, representing the fair value of total consideration transferred. This amount includes approximately $1.0 million contingent consideration that, for the purposes of valuation, was assigned a 95% probability or a fair value of $0.95 million. This payment is contingent on Galazar achieving a project milestone within a twelve-month period following the close of the transaction. The contingent consideration is expected to be paid within the next six to nine months and is included in the “Other accrued expenses” line item in our condensed consolidated balance sheets.

Acquisition-related costs

Acquisition-related costs, or deal costs, which are included in the “Selling, general and administrative” line item on the condensed consolidated statement of operations for the three and six months ended September 27, 2009, were $43,000 and $617,000 respectively.

8

Purchase Price Allocation

The allocation of the purchase price to Galazar’s tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values at the date of acquisition. We will recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period shall not exceed one year from the acquisition date. Further, any associated restructuring activities will be expensed in future periods. Subsequent to the acquisition, we recorded severance cost of $134,000 in the six months ended September 27, 2009.

The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. The $372,000 in goodwill resulted primarily from our expected synergies from the integration of Galazar’s technology into our product offerings. Goodwill is not deductible for tax purposes. We have up to twelve months from the closing date of the acquisition to adjust pre-acquisition contingencies, if any.

The fair value allocated to each of the major classes of tangible and identifiable intangible assets acquired and liabilities assumed of Galazar was as follows (in thousands):

	As of June 17, 2009
Identifiable tangible assets
Cash and cash equivalents	$	506
Accounts receivable		120
Inventories		692
Other current assets		97
Property, plant and equipment		223
Other assets		27
Accounts payable and accruals		(93	)
Accrued compensation and related benefits		(230	)
Long-term obligations and other		(224	)
Total identifiable tangible assets, net		1,118
Identifiable intangible assets		3,460
Total identifiable assets, net		4,578
Goodwill		372
Fair value of total consideration transferred	$	4,950

There were no adjustments, in the three months ended September 27, 2009, to the fair value allocated to each of the major classes of tangible and identifiable intangible assets acquired and liabilities assumed of Galazar on June 17, 2009.

Identifiable Intangible Assets

The following table sets forth the components of the identifiable intangible assets acquired in the Galazar acquisition, which are being amortized over their estimated useful lives, with a maximum amortization period of six years, on a straight-line basis with no residual value:

	Fair Value		Useful Life
	(in thousands)		(in years)
Existing technologies	$	2,100	6.0
Patents/Core technology		400	6.0
In-process research and development		300	—
Customer relationships		500	6.0
Order backlog		60	0.3
Tradenames/Trademarks		100	3.0
Total acquired identifiable intangible assets	$	3,460

We allocated the purchase price using established valuation techniques.

Inventories—The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less reasonable selling margin.

9

Property, plant and equipment—The basis used for our analysis is the fair value in continued use, which is considered to be the price expressed in terms of money which a willing and informed buyer would pay, contemplating continued use of the assets in place for the purpose for which they were designed, engineered, installed, fabricated and erected. The fair value for specialty use assets was established through a cost approach methodology.

Intangible assets—The fair value of existing technology, patents/core technology, IPR&D, customer relationships, order backlog and tradenames/trademarks were determined using the income approach, which discounted expected future cash flows to present value, taking into account multiple factors including, but not limited to, the stage of completion, estimated costs to complete, utilization of patents and core technology, the risks related to successful completion, and the markets served. The cash flows were discounted at rates ranging from 5% to 35%. The discount rate used to value the existing technologies intangible assets was 28%.

Acquired In-Process Research and Development—The IPR&D project underway at Galazar at the acquisition date relates to the MXP2 product and to date has incurred approximately $2.3 million in costs. The total research and development expenditures expected to be incurred to complete the project is estimated at $7.2 million, based on project development timeline and resource requirements, and is scheduled for completion by April, 2011. The $7.2 million reflect an increase of approximately $2.8 million as compared to the previous estimate to establish core technology, which will enable us to reduce production device costs and add the capability to be used in future products.

Acquisition of hi/fn, inc.

On April 3, 2009, we completed the acquisition of all of the outstanding shares of Hifn. Hifn is a provider of network- and storage-security and data reduction products that simplify the way major network and storage OEMs, as well as SMEs, efficiently and securely share, retain, access and protect critical data.

The acquisition was accounted for in accordance with the acquisition method for business combinations. Accordingly, Hifn’s results of operations and estimated fair value of assets acquired and liabilities assumed were included in our condensed consolidated financial statements beginning April 4, 2009.

Consideration

The following table summarizes the consideration paid for Hifn, representing the fair value of total consideration transferred (in thousands):

	Amounts
Cash	$	56,825
Equity instruments		2,784
Total consideration paid	$	59,609

The $2.8 million estimated fair value for equity instruments represents approximately 429,600 shares of Exar’s common stock, valued at $6.48 per share, the closing price reported on the NASDAQ Global Market on April 3, 2009 (the acquisition date).

Acquisition-related costs

Acquisition-related costs, or deal costs, which are included in the “Selling, general and administrative” line item on the condensed consolidated statement of operations for the fiscal year ended March 29, 2009 and the six months ended September 27, 2009, were $778,000 and $1.5 million, respectively.

Purchase Price Allocation

The allocation of the purchase price to Hifn’s tangible and identifiable intangible assets acquired and liabilities assumed was based on their estimated fair values at the date of acquisition. We will recognize additional assets or liabilities if new information is obtained about facts and circumstances that existed as of the acquisition date that, if known, would have resulted in the recognition of those assets and liabilities as of that date. The measurement period shall not exceed one year from the acquisition date. Further, any associated restructuring activities will be expensed in future periods. Subsequent to the acquisition, we recorded $208,000 and $803,000 in restructuring expenses for the three and six months ended September 27, 2009, respectively, relating to severance and a building lease obligation in Los Gatos, California.

10

The excess of the purchase price over the tangible and identifiable intangible assets acquired and liabilities assumed has been allocated to goodwill. The $2.2 million in goodwill resulted primarily from our expected future product sales synergies from integrating Hifn’s technology with our product offerings. Goodwill is not deductible for tax purposes. We have up to twelve months from the closing date of the acquisition to adjust pre-acquisition contingencies, if any.

The fair value allocated to each of the major classes of tangible and identifiable intangible assets acquired and liabilities assumed of Hifn on April 3, 2009 was as follows (in thousands):

	As of April 3, 2009
Identifiable tangible assets
Cash, cash equivalents	$	16,468
Short-term marketable securities		14,133
Accounts receivable		2,982
Inventories		4,269
Other current assets		1,683
Property, plant and equipment		2,013
Other assets		1,721
Accounts payable and accruals		(586	)
Accrued compensation and related benefits		(1,860	)
Other current liabilities		(2,963	)
Total identifiable tangible assets, net		37,860
Identifiable intangible assets		19,500
Total identifiable assets, net		57,360
Goodwill		2,249
Fair value of total considerations transferred	$	59,609

There were no adjustments, in the second quarter of fiscal 2010, to the fair value allocated to each of the major classes of tangible and identifiable intangible assets acquired and liabilities assumed of Hifn on April 3, 2009.

Identifiable Intangible Assets

The following table sets forth the components of the identifiable intangible assets acquired in the Hifn acquisition, which are being amortized over their estimated useful lives on a straight-line basis with no residual value:

	Fair Value		Useful Life
	(in thousands)		(in years)
Existing technologies	$	9,000	5.0
Patents/Core technology		1,500	5.0
In-process research and development		1,600	—
Research and development reimbursement contract		4,500	2.0
Customer relationships		1,300	7.0
Order backlog		900	0.5
Tradenames/Trademarks		700	3.0
Total acquired identifiable intangible assets	$	19,500

We allocated the purchase price using established valuation techniques.

Inventories—Inventories acquired in connection with the Hifn acquisition were finished goods. The value allocated to inventories reflects the estimated fair value of the acquired inventory based on the expected sales price of the inventory, less reasonable selling margin.

Property, plant and equipment—The basis used for our analysis is the fair value in continued use, which is considered to be the price expressed in terms of money which a willing and informed buyer would pay, contemplating continued use as part of the assets in place for the purpose for which they were designed, engineered, installed, fabricated and erected. The fair value for specialty use assets was established through a cost approach methodology.

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Intangible assets—The fair value of existing technology, patents/core technology, in-process research and development, research and development reimbursement contract, customer relationships, order backlog and tradenames/trademarks were determined using the income approach, which discounted expected future cash flows to present value, taking into account multiple factors including, but not limited to, the stage of completion, estimated costs to complete, utilization of patents and core technology, the risks related to successful completion, and the markets served. The cash flows were discounted at rates ranging from 5% to 30%. The discount rate used to value the existing technologies intangible assets was 14%.

Acquired In-Process Research and Development—The IPR&D projects underway at Hifn at the acquisition date were in the security processors and flow through product families, each consisting of one project, and to date have incurred approximately $2.6 million and $1.1 million in costs, respectively. The percentage of completion for these projects ranged from 30% to 90% at the acquisition date. The total research and development expenditures expected to be incurred to complete the security processors and flow through projects are approximately $2.1 million and $0.7 million, respectively, based on project development timeline and resource requirements. IPR&D projects for security processors and flow through are scheduled for completion by April, 2010 and December, 2009, respectively.

Pro Forma Financial Information for Hifn and Galazar

The following unaudited pro forma financial information is based on the respective historical financial statements of Exar, Hifn and Galazar. The unaudited pro forma financial information reflects the results of operations as if the acquisition of Hifn and Galazar occurred at the beginning of each period and included the amortization of the resulting identifiable acquired intangible assets and the effects of the estimated write-up of Hifn and Galazar inventory to fair value on cost of goods sold. These unaudited pro forma financial information adjustments reflect their related tax effects. The unaudited pro forma financial data is provided for illustrative purposes only and is not necessarily indicative of the results of operations for future periods or what actually would have been realized had Exar, Hifn and Galazar been a consolidated entity during the periods presented.

The amounts of Hifn’s and Galazar’s revenue included in Exar’s condensed consolidated statements of operations for the three and six months ended September 27, 2009, and the revenue and earnings of the combined entity had the acquisition date been March 30, 2008, were as follows (in thousands except for per share data):

	Revenue (1)		Net Loss (1)(2)			Loss Per Shares Basic and Diluted (2)
Actual included in this quarter	$	7,346		N/A			N/A
Actual included for the six months ended September 27, 2009		13,110		N/A			N/A
Supplement pro forma for the six months ended
September 27, 2009		63,144	$	(22,271	)	$	(0.51	)
September 28, 2008		85,843		(16,400	)		(0.38	)

(1) Pro forma information for the six months ended September 27, 2009 and September 28, 2008 includes Hifn’s and Galazar’s financial results for the periods April 1, 2009 through September 27, 2009 and April 1, 2008 through September 30, 2008, respectively.

(2) As a result of the Hifn and Galazar integration it was deemed impractical to derive net loss and earnings per share for the two entities.

NOTE 4. CASH, CASH EQUIVALENTS AND SHORT-TERM MARKETABLE SECURITIES

Fair Value of Financial Instruments

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. GAAP describes a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value which are the following:

Level 1  — Quoted prices in active markets for identical assets or liabilities.

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Level 2  —	Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
Level 3  —	Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our investment assets, measured at fair value on a recurring basis, as of September 27, 2009 were as follows (in thousands):

	Quoted Prices in Active Markets for Identical Instruments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Assets:
Money market funds	$	21,980	$	—	$	—	$	21,980
U.S. Treasury securities		7,552		—		—		7,552
Asset-backed securities		—		18,851		—		18,851
Mortgage-backed securities		—		53,512		—		53,512
Other fixed income available-for-sale securities		—		117,494		—		117,494
Total financial instruments owned	$	29,532	$	189,857	$	—	$	219,389

Our investment assets, measured at fair value on a recurring basis, as of March 29, 2009 were as follows (in thousands):

	Quoted Prices in Active Markets for Identical Instruments Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Assets:
Money market funds and U.S. Treasury securities	$	30,659	$	—	$	—	$	30,659
Asset-backed securities		—		8,559		—		8,559
Mortgage-backed securities		—		26,464		—		26,464
Other fixed income available-for-sale securities		—		188,952		—		188,952
Total financial instruments owned	$	30,659	$	223,975	$	—	$	254,634

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Our cash, cash equivalents and short-term marketable securities as of September 27, 2009 and March 29, 2009 were as follows (in thousands):

	September 27, 2009		March 29, 2009
Cash and cash equivalents
Cash in financial institutions	$	2,056	$	1,709
Cash equivalents
Money market funds		21,980		26,332
U.S. government and agency securities		7,998		60,961
Total cash equivalents		29,978		87,293
Total cash and cash equivalents	$	32,034	$	89,002
Short-term marketable securities
U.S. government and agency securities	$	63,687	$	104,130
Corporate bonds and commercial paper		53,361		28,188
Asset-backed securities		18,851		8,559
Mortgage-backed securities		53,512		26,464
Total short-term marketable securities	$	189,411	$	167,341

Our marketable securities include municipal securities, commercial paper, asset and mortgage-backed securities, corporate bonds and government securities. We classify investments as available-for-sale at the time of purchase and re-evaluate such designation as of each consolidated balance sheet date. We amortize premiums and accrete discounts to interest income over the life of the investment. Our available-for-sale securities are classified as cash equivalents if the maturity from the date of purchase is ninety days or less and as short-term marketable securities for those with maturities, from the date of purchase, in excess of ninety days which we intend to sell as necessary to meet our liquidity requirements.

All marketable securities are reported at fair value based on the estimated or quoted market prices as of each consolidated balance sheet date, with unrealized gains or losses, net of tax effect, recorded in accumulated other comprehensive income within stockholders’ equity except those unrealized losses that are deemed to be other than temporary which are reflected in the other income and expense, net section in the condensed consolidated statement of operations.

Realized gains or losses on the sale of marketable securities are determined by the specific identification method and are reflected in the “Interest income and other, net” line item of the condensed consolidated statements of operation.

Net realized losses on marketable securities for three months ended September 27, 2009 were $101,000, which included $48,000 in realized losses associated with marketable securities marked-up to fair value upon the acquisition of Hifn. Net realized gains on marketable securities for the three months ended September 28, 2008 were $27,000. Net realized gains on marketable securities for six months ended September 27, 2009 and September 28, 2008 were $43,000 and $245,000, respectively.

The following table summarizes our investments in cash equivalents and marketable securities as of September 27, 2009 and March 29, 2009 (in thousands):

	September 27, 2009
	Amortized Cost		Unrealized
			Gross Gains		Gross Losses			Fair Value
Money market funds	$	21,980	$	—	$	—		$	21,980
Corporate bonds and commercial paper		52,611		760		(10	)		53,361
U.S. government and agency securities		70,307		1,378		—			71,685
Asset and mortgage-backed securities		71,714		748		(99	)		72,363
Total investment	$	216,612	$	2,886	$	(109	)	$	219,389

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	March 29, 2009
	Amortized Cost		Unrealized					Fair Value
			Gross Gains		Gross Losses
Money market funds	$	26,332	$	—	$	—		$	26,332
Corporate bonds and commercial paper		28,169		160		(141	)		28,188
U.S. government and agency securities		163,750		1,379		(38	)		165,091
Asset and mortgage-backed securities		35,070		317		(364	)		35,023
Total investment	$	253,321	$	1,856	$	(543	)	$	254,634

As of September 27, 2009, asset-backed and mortgage-backed securities, accounted for 9% and 24%, respectively, of our total investments in marketable securities of $219.4 million. The asset-back securities are comprised primarily of premium tranches of auto loans and credit card receivables, while our mortgage-backed securities are primarily from Federal agencies. We do not own auction rate securities nor do we own securities that are classified as sub-prime. As of the date of this Report, we have sufficient liquidity and do not intend to sell these securities nor realize any significant losses in the short term. As of September 27, 2009, the net unrealized gain of our asset-backed and mortgage-backed securities totaled $649,000.

Management determines the appropriate classification of cash equivalents or short-term marketable securities at the time of purchase and reevaluates such classification as of each balance sheet date. The investments are adjusted for amortization of premiums and discounts to maturity and such amortization is included in the “Interest income and other, net” line item in the condensed consolidated statement of operations. Cash equivalents and short-term marketable securities are reported at fair value with the related unrealized gains and losses included in the “Accumulated other comprehensive income” line item in the condensed consolidated balance sheets. As of September 27, 2009, there was $1.7 million of net unrealized gains including tax expense from our level 1 and level 2 investments.

We periodically review our investments in unrealized loss positions for other-than-temporary impairments. This evaluation includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent to not sell the security and that it is more likely than not that we will not have to sell the security before recovery of its cost basis. Realized gains and losses and declines in value of our investments judged to be other-than-temporary are reported in the “Impairment charges on investments” line item in the condensed consolidated statements of operations. In September 2008, Lehman Brothers Holdings Inc. (“Lehman”) filed a petition under Chapter 11 of the U.S. Bankruptcy Code with the U.S. Bankruptcy Court for the Southern District of New York. As a result of Lehman’s bankruptcy filing, we recorded an other-than-temporary impairment charge of $0.6 million during our fiscal year ended March 29, 2009.

In the second quarter of fiscal 2010, an investment in GSAA Home Equity with a cost of $425,000 was downgraded from an AAA rating to a CCC rating. As a result of the reduction in the rating and quantitative analysis showing an increase in the default rate and decrease in prepayment rate of the investment, we recorded an other-than-temporary impairment charge of $91,000 during the second quarter of fiscal 2010.

The amortized cost and estimated fair value of cash equivalents and marketable securities classified as available-for-sale at September 27, 2009 and March 29, 2009 by expected maturity were as follows (in thousands):

	September 27, 2009				March 29, 2009
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
Less than 1 year	$	97,749	$	98,658	$	183,724	$	183,742
Due in 1 to 5 years		118,863		120,731		69,597		70,892
Total	$	216,612	$	219,389	$	253,321	$	254,634

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The following table summarizes the gross unrealized losses and fair values of our investments in an unrealized loss position as of September 27, 2009 and March 29, 2009, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position (in thousands):

	September 27, 2009
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate bonds and commercial paper	$	5,352	$	(5	)	$	352	$	(5	)	$	5,704	$	(10	)
U.S. government and agency securities		—		—			—		—			—		—
Asset and mortgage-backed securities		4,283		(14	)		833		(85	)		5,116		(99	)
Total	$	9,635	$	(19	)	$	1,185	$	(90	)	$	10,820	$	(109	)

	March 29, 2009
	Less than 12 months					12 months or greater					Total
	Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses			Fair Value		Gross Unrealized Losses
Corporate bonds and commercial paper	$	10,144	$	(106	)	$	3,614	$	(35	)	$	13,758	$	(141	)
U.S. government and agency securities		62,128		(38	)		—		—			62,128		(38	)
Asset and mortgage-backed securities		8,913		(50	)		887		(314	)		9,800		(364	)
Total	$	81,185	$	(194	)	$	4,501	$	(349	)	$	85,686	$	(543	)

NOTE 5. GOODWILL AND INTANGIBLE ASSETS

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We conduct our annual impairment analysis in the fourth quarter of each fiscal year. Impairment of goodwill is tested at the reporting unit level by comparing the reporting unit’s carrying amount, including goodwill, to the fair value of the reporting unit. The fair values of the reporting units are estimated using a combination of the income approach that uses discounted cash flows and the market approach that utilizes comparable companies’ data. If the carrying amount of the reporting unit exceeds its fair value, goodwill is considered impaired and a second step is performed to measure the amount of impairment loss. Because we have one reporting unit, we utilize an entity-wide approach to assess goodwill for impairment.

During the second quarter of fiscal 2010, no events or changes in circumstances suggest that the carrying amount for goodwill may not be recoverable and therefore we did not perform an interim goodwill impairment analysis. We recorded a goodwill impairment charge totaling $46.2 million and $128.5 million in fiscal years 2009 and 2008, respectively, which reduced the carrying amount to zero prior to the additions of Hifn and Galazar during the first quarter of fiscal year 2010.

The changes in the carrying amount of goodwill for the six months ended September 27, 2009 were as follows (in thousands):

	Amount
Balance as of March 29, 2009	$	—
Goodwill additions in connection with the Hifn acquisition		2,249
Goodwill additions in connection with the Galazar acquisition		372
Balance as of September 27, 2009	$	2,621

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Intangible Assets

Our purchased intangible assets at September 27, 2009 and March 29, 2009 were as follows (in thousands):

	September 27, 2009							March 29, 2009
	Carrying Amount		Accumulated Amortization			Net Carrying Amount		Carrying Amount		Accumulated Amortization			Net Carrying Amount
Existing technology	$	27,970	$	(12,872	)	$	15,098	$	16,870	$	(10,798	)	$	6,072
Patents/Core technology		3,592		(1,424	)		2,168		1,692		(1,189	)		503
In-process research and development		1,900		—			1,900		—		—			—
Research and development reimbursement contract		4,500		(1,078	)		3,422		—		—			—
Customer backlog		1,300		(1,258	)		42		340		(340	)		—
Distributor relationships		1,264		(867	)		397		1,264		(817	)		447
Customer relationships		2,570		(600	)		1,970		770		(460	)		310
Tradenames/Trademarks		977		(280	)		697		177		(150	)		27
Total	$	44,073	$	(18,379	)	$	25,694	$	21,113	$	(13,754	)	$	7,359

The IPR&D assets are considered indefinite-lived intangible assets and are not subject to amortization. IPR&D must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of each IPR&D assets with its carrying amount. If the carrying amount of the IPR&D assets exceed their fair value, an impairment loss must be recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the IPR&D will be their new accounting basis. Subsequent reversal of a previously recognized impairment loss is prohibited. The initial determination and subsequent evaluation for impairment of the IPR&D asset requires management to make significant judgments and estimates. Once the IPR&D activities have been completed or abandoned, the useful life of the IPR&D assets are reviews for appropriateness.

As of September 27, 2009 there were no indicators that required us to perform an intangible assets impairment review.

The aggregate amortization expenses for our purchased intangible assets for periods presented below were as follows:

		Three Months Ended				Six Months Ended
	Weighted Average Lives	September 27, 2009		September 28, 2008		September 27, 2009		September 28, 2008
	(in months)	(in thousands)
Existing technology	67	$	1,002	$	1,266	$	2,074	$	2,566
Patents/Core technology	60		129		135		235		269
Research and development reimbursement contracts	24		562		—		1,078		—
Customer backlog	6		502		—		918		—
Distributor relationships	72		25		92		50		185
Customer relationships	83		82		52		140		105
Tradenames/Trademarks	36		71		17		130		34
Total		$	2,373	$	1,562	$	4,625	$	3,159

The estimated future amortization expenses, by fiscal year, for our purchased intangible assets are summarized below (in thousands):

Fiscal Year	Amount
2010 (6 months remaining)	$	4,221
2011		7,921
2012		4,504
2013		4,025
2014		3,497
2015 and thereafter		1,526
Total estimated amortization	$	25,694

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NOTE 6. LONG-TERM INVESTMENTS

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industry. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

Our investment in TechFarm Ventures L.P. (“TechFarm Fund”), to which we contributed $4.0 million in capital since we became a limited partner in May 2001, had a carrying amount of zero as of March 29, 2009, reflecting the net of the capital contribution and the cumulative impairment charges.

As of September 27, 2009 and March 29, 2009, our long-term investments balance, which is included in “Other non-current assets” line item on the condensed consolidated balance sheets were as follows (in thousands):

Long-term investments	September 27, 2009		March 29, 2009
Skypoint Fund	$	1,460	$	1,660

We have made $4.5 million in capital contributions to Skypoint Fund since we became a limited partner in July 2001. We contributed $25,000 to the fund during the six months ended September 27, 2009. As of September 27, 2009, we have a remaining obligation of $0.5 million to the fund upon its request.

The carrying amount of $1.5 million reflects the net of the capital contribution, accumulative impairment charges and capital distributions. We did not receive any distribution during the first six months of either fiscal 2010 or fiscal 2009.

Impairment

In the second quarter of fiscal 2010, we analyzed the fair value of the underlying investments of Skypoint Fund and concluded a portion of the carrying value was other-than-temporarily impaired and recorded an impairment charge of $154,000 in addition to the $72,000 recorded in the first quarter of fiscal 2010.

NOTE 7. RELATED PARTY TRANSACTION

Affiliates of Future Electronics Inc. (“Future”), Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), own approximately 7.6 million shares, or approximately 17%, of our outstanding common stock as of September 27, 2009. As such, Alonim is our largest stockholder.

Our sales to Future are made at arm’s length under an agreement that provides protection against price reduction for its inventory of our products and other sales allowances. We recognize revenue on sales to Future under the distribution agreement when Future sells the products to its end customers. Future has historically accounted for a significant portion of our net sales. It is our largest distributor worldwide and accounted for 27% and 34% of our total net sales for the second quarters of fiscal 2010 and fiscal 2009, respectively. It accounted for 26% and 36% of our total net sales for the six months ended September 27, 2009 and September 28, 2008, respectively.

We reimbursed Future for $8,000 and $11,000 of expenses for marketing promotional materials for the second quarters of fiscal 2010 and fiscal 2009, respectively. We reimbursed Future for $20,000 of expenses for marketing promotional materials for each of the six months ended September 27, 2009 and September 28, 2008, respectively.

NOTE 8. RESTRUCTURING

As part of the Hifn acquisition we assumed a lease obligation for the Hifn facility located in Los Gatos, California, which expired in September 2009. As of September 27, 2009 there were no further lease payments due. In addition, severance expense incurred, during the three and six months ended September 27, 2009, in connection with the Hifn acquisition, were $208,000 and $601,000, respectively.

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In connection with the Sipex acquisition in August 2007, our management approved and initiated plans to restructure the operations of the combined company to eliminate certain duplicative activities, reduce costs and better align product and operating expenses with current economic conditions. The Sipex restructuring costs were accounted for as liabilities assumed as part of the purchase business combination.

Our restructuring liabilities were included in the “Other accrued expenses” line item in our condensed consolidated balance sheets, and the activities affecting the liabilities for the three and six months ended September 27, 2009 are summarized as follows (in thousands):

	Facility Costs			Severance Costs			Total Restructuring Liability
Balance at March 29, 2009	$	375		$	8		$	383
Payments		(33	)		(8	)		(41	)
Additional accruals		202			—			202
Balance June 28, 2009		544			—			544
Payments		(205	)		—			(205	)
Balance September 27, 2009	$	339		$	—		$	339

The $339,000 remaining facility related balance, $309,000 is expected to be paid during the remaining term of the Sipex lease contract which extends through 2012.

NOTE 9. INVENTORIES

As of September 27, 2009 and March 29, 2009, our inventories consisted of the following (in thousands):

	September 27, 2009		March 29, 2009
Work-in-process	$	7,075	$	9,175
Finished goods		5,941		6,503
Total Inventories	$	13,016	$	15,678

NOTE 10. PROPERTY, PLANT AND EQUIPMENT

As of September 27, 2009 and March 29, 2009, our property, plant and equipment consisted of the following (in thousands):

	September 27, 2009			March 29, 2009
Land	$	11,960		$	11,960
Building and leasehold improvements		23,459			22,641
Machinery and equipment		44,674			40,971
Software and licenses		32,341			28,704
Property, plant and equipment, total		112,434			104,276
Accumulated depreciation and amortization		(68,888	)		(61,727	)
Property, plant and equipment, net	$	43,546		$	42,549

NOTE 11. LOSS PER SHARE

Basic earnings (loss) per share, excludes dilution and is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the periods. Diluted earnings per share (“EPS”) reflects the potential dilution that would occur if outstanding stock options or warrants to issue common stock were exercised for common stock, and the common stock underlying restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) was issued by using the treasury stock method.

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A summary of our loss per share for the periods presented is as follows (in thousands, except per share amounts):

	Three Months Ended						Six Months Ended
	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Net loss	$	(8,163	)	$	(2,187	)	$	(21,038	)	$	(4,648	)
Shares used in computation:
Weighted average shares of common stock outstanding used in computation of basic loss per share		43,550			42,735			43,432			42,854
Dilutive effect of stock options and restricted stock units		—			—			—			—
Shares used in computation of diluted loss per share	$	43,550		$	42,735		$	43,432		$	42,854
Loss per share—basic and diluted	$	(0.19	)	$	(0.05	)	$	(0.48	)	$	(0.11	)

For the three and six months ended September 27, 2009, as we incurred a net loss, the weighted average number of common shares outstanding equals the weighted average number of common and common equivalent shares assuming dilution. Approximately 335,000 and 301,000 shares underlying options and RSUs for the three and six months ended September 27, 2009, respectively, were excluded from our loss per share calculation under the treasury method. Had we had income for the period, our diluted shares would have increased by the aforementioned amounts.

For the three and six months ended September 27, 2009, options to purchase approximately 5.3 million and 4.6 million shares of common stock, at exercise prices ranging from $6.16 to $86.10 and $6.22 to $86.10, respectively, were outstanding but were not included in the computation of diluted loss per share because they were anti-dilutive under the treasury stock method. Warrants to purchase approximately 280,000 shares of common stock with an exercise price of $9.63 were also excluded from the computation of diluted loss per share because they were anti-dilutive under the treasury stock method.

Our application of the treasury stock method includes assumed cash proceeds from option exercises, the average unamortized stock-based compensation expense for the period, and the estimated deferred tax benefit or detriment associated with stock-based compensation expense.

NOTE 12. COMMON STOCK REPURCHASES

We acquire shares of our outstanding common stock in the open market from time to time to partially offset dilution from our stock awards program, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company. We may continue to utilize our stock purchase program described below, which would reduce our cash, cash equivalents and/or short-term investments available to fund future operations and to meet other liquidity requirements.

On August 28, 2007, we established a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock.

During the three and six months ended September 27, 2009, we did not repurchase any shares under the 2007 SRP. We repurchased a total of 1.5 million shares of our common stock at an aggregate cost of $12.9 million under the 2007 SRP during the six months ended September 28, 2008. We did not repurchase any shares during the second quarter of fiscal 2009.

As of September 27, 2009, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million. The 2007 SRP does not have a termination date.

NOTE 13. STOCK-BASED COMPENSATION

Employee Stock Participation Plan (“ESPP”)

Our ESPP permits employees to purchase common stock through payroll deductions at a purchase price that is equal to 95% of our common stock price on the last trading day of each three-calendar-month offering period. Our ESPP is non-compensatory.

We are authorized to issue 4.5 million shares of common stock under our ESPP. There were 1.6 million shares of common stock reserved for future issuance under our ESPP at September 27, 2009.

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During the six months ended September 27, 2009, we issued 14,000 shares of our common stock at a weighted average price of $6.87 to the participating employees under our ESPP.

Equity Incentive Plans

We currently have four equity incentive plans including the Exar Corporation 2006 Equity Incentive Plan (the “2006 Plan”) and three other equity plans assumed upon our acquisition of Sipex: the Sipex Corporation 2000 Non-Qualified Stock Option Plan, the Sipex Corporation Amended and Restated 2002 Non-Statutory Stock Option Plan and the Sipex Corporation 2006 Equity Incentive Plan (collectively, the “Sipex Plans”).

The 2006 Plan authorizes the issuance of stock options, stock appreciation rights, restricted stock, stock bonuses and other forms of awards granted or denominated in common stock or units of common stock, as well as cash bonus awards. RSUs granted under the 2006 Plan are counted against authorized shares available for future issuance on a basis of two shares for every RSU issued. The 2006 Plan allows for performance-based vesting and partial vesting based upon level of performance. Grants under the Sipex Plans are only available to former Sipex employees or employees of the combined company hired after that acquisition. At September 27, 2009, there were 1.7 million shares available for future grant under all our equity incentive plans.

As of September 27, 2009 and March 29, 2009, there were options to purchase 5.4 million and 3.4 million shares of our common stock outstanding under all stock option plans, respectively.

Stock Option Activities

Our stock option transactions during the six months ended September 27, 2009 are summarized as follows:

	Outstanding		Weighted Average Exercise Price per Share		Weighted Average Remaining Contractual Term	Aggregate Intrinsic Value
					(in years)
Balance at March 29, 2009	3,406,091		$	9.48	5.37	$	128,514
Options granted	2,359,850			6.74
Options exercised	(15,899	)		5.77
Options cancelled	(141,167	)		13.28
Options forfeited	(252,923	)		9.42
Balance at September 27, 2009	5,355,952		$	8.18	5.72	$	2,674,143
Vested and expected to vest, September 27, 2009	4,706,561		$	8.29	5.66	$	2,315,805

The aggregate intrinsic values in the table above represent the total pre-tax intrinsic value, which is based on the closing price of our common stock of $7.59 and $6.17 as of September 27, 2009 and March 29, 2009, respectively. These are the values which would have been received by option holders if all option holders exercised their options on that date.

The total number of in-the-money options vested and exercisable was 0.2 million shares as of each of September 27, 2009 and March 29, 2009, respectively.

Total unrecognized stock-based compensation cost was $10.3 million at September 27, 2009, which is expected to be recognized over a weighted average period of 3.21 years.

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RSUs

Our RSU transactions during the six months ended September 27, 2009 are summarized as follows:

	Shares		Weighted Average Grand-Date Fair Market Value		Weighted Average Remaining Contractual Term (in Years)	Aggregate Intrinsic Value
Unvested at March 29, 2009	730,237		$	8.36	1.14	$	4,505,562
Granted	508,884			7.24
Issued and released	(96,069	)		6.97
Cancelled	(50,474	)		9.80
Unvested at September 27, 2009	1,092,578		$	7.89	1.21	$	8,292,667

In July 2009, we granted performance-based RSUs covering 99,000 shares to certain executives, issuable upon meeting certain performance targets in our fiscal 2010 and vesting annually over a three year period beginning July 1, 2010. The annual vesting requires continued service through each annual vesting date. Based on our assessment of meeting the performance targets established and the probability that these targets will be achieved, we recorded no compensation expense related to these grants for the three and six months ended September 27, 2009. No such grants were made in the three and six months ended September 28, 2008.

The aggregate intrinsic value of RSUs represents the closing price per share of our stock at the end of the periods presented, multiplied by the number of unvested RSUs or the number of vested and expected to vest RSUs, as applicable, at the end of each period.

For RSUs, stock-based compensation expense was calculated based on our stock price on the date of grant, multiplied by the number of RSUs granted. The grant date fair value of RSUs, less estimated forfeitures, was recognized on a straight-line basis over the vesting period.

At September 27, 2009, there were RSUs corresponding to approximately 1.1 million shares of our common stock outstanding with an unrecognized stock-based compensation cost of approximately $4.7 million to be recognized as compensation expense over a weighted average period of 1.18 years.

Stock-Based Compensation Expenses

The following table summarized stock-based compensation expense related to stock options and RSUs under FAS 123R during the fiscal periods presented (in thousands):

	Three Months Ended				Six Months Ended
	September 27, 2009		September 28, 2008		September 27, 2009		September 28, 2008
Cost of sales	$	151	$	174	$	267	$	366
Research and development		748		481		1,234		839
Selling, general and administrative		767		435		1,474		1,244
Total Stock-based compensation expense	$	1,666	$	1,090	$	2,975	$	2,449

Stock-based compensation expense for the three and six months ended September 27, 2009, includes $140,000 and $288,000, respectively, of incremental stock-based compensation expense, associated with RSU awards covering an aggregate of 344,000 shares of our common stock issued in exchange for the options surrendered pursuant to the October 23, 2008 option exchange program.

Valuation Assumptions

We estimate the fair value of stock options on the date of grant using the Black-Scholes option-pricing model. The assumptions used in calculating the fair value of stock-based compensation represent our estimates, but these estimates involve inherent uncertainties and the application of management judgments which include the expected term of the share-based awards, stock price volatility and forfeiture rates. As a result, if factors change and we use different assumptions, our stock-based compensation expense could be materially different in the future.

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We used the following weighted average assumptions to calculate the fair values of options granted during the fiscal periods presented:

	Three Months Ended						Six Months Ended
	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Expected term of options (years)		4.7 – 4.9			4.6 – 4.8			4.7 – 4.9			4.6 – 4.8
Risk-free interest rate		2.4 – 2.5	%		3.1 – 3.2	%		2.1 – 2.5	%		3.1 – 3.2	%
Expected volatility		38	%		30 – 31	%		38	%		30 – 31	%
Expected dividend yield		—			—			—			—
Weighted average estimated fair value	$	2.64		$	2.34		$	2.40		$	2.65

NOTE 14. COMPREHENSIVE INCOME (LOSS)

Our comprehensive loss for the fiscal periods presented was as follows (in thousands):

	Three Months Ended						Six Months Ended
	September 27, 2009			September 28, 2008			September 27, 2009			September 28, 2008
Net loss	$	(8,163	)	$	(2,187	)	$	(21,038	)	$	(4,648	)
Other comprehensive loss:
Change in unrealized income (loss), on marketable securities, net of tax		500			(781	)		912			(2,007	)
Total other comprehensive income (loss)		500			(781	)		912			(2,007	)
Comprehensive loss	$	(7,663	)	$	(2,968	)	$	(20,126	)	$	(6,655	)

NOTE 15. LEASE FINANCING OBLIGATION

In connection with the Sipex acquisition, we assumed a lease financing obligation related to our Hillview facility located in Milpitas, California (the “Hillview Facility”). The lease term expires in March 2011 with average lease payments of approximately $1.4 million per year.

The fair value of the Hillview Facility was estimated at $13.4 million at the time of the acquisition and was included in the “Property, plant and equipment, net” line item on the condensed consolidated balance sheets. In accordance with purchase accounting, we have accounted for this sale and leaseback transaction as a financing transaction which was included in the “Long-term lease financing obligations” line item on our condensed consolidated balance sheets. The effective interest rate is 8.2%. Depreciation for the Hillview Facility was recorded over the straight-line method for the remaining useful life and was $88,000 and $176,000, respectively, for the three and six months ended September 27, 2009.

At the end of the lease term, the estimated final lease obligation is approximately $12.2 million, which we will settle by returning the Hillview Facility to the lessor.

We sublet the Hillview Facility in April 2008. The sublease expires in March 2011 and we expect annual sublease income of approximately $1.4 million for the duration of the sublease term. The sublease income for the three and six months ended September 27, 2009 was $353,000 and $706,000, respectively, and was recorded in the “Other income and expense, net” line item in our condensed consolidated statements of operations.

We have also acquired engineering design tools (“design tools”) under capital leases and have recorded them in the “Property, plant and equipment, net” line item on the condensed consolidated balance sheets. The related design tool obligations were included in the “Long-term lease financing obligations” line item in our condensed consolidated balance sheets.

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Future minimum lease payments for the lease financing obligations as of September 27, 2009 were as follows (in thousands):

Fiscal Years	Hillview Facility			Design Tools			Total			Expected Sublease Income
2010 (6 months ended)	$	707		$	1,952		$	2,659		$	706
2011		13,624			3,025			16,649			1,412
2012		—			1,442			1,442			—
Total minimum lease payments		14,331			6,419			20,750			2,118
Less: amount representing interest		(1,543	)		(578	)		(2,121	)		—
Less: amount representing maintenance		—			(618	)		(618	)		—
Present value of minimum lease payments		12,788			5,223			18,011			2,118
Less: current portion of lease financing obligation		(398	)		(2,453	)		(2,851	)		—
Long-term lease financing obligation	$	12,390		$	2,770		$	15,160		$	2,118

For the three and six months ended September 27, 2009, interest expense totaled $322,000 and $646,000 for the Hillview Facility lease financing obligation and design tools, respectively. For the three and six months ended September 28, 2008, interest expense totaled $316,000 and $632,000 for the Hillview Facility lease financing obligation and design tools, respectively.

NOTE 16. COMMITMENTS AND CONTINGENCIES

In 1986, Micro Power Systems Inc. (“MPSI”), a subsidiary that we acquired in June 1994, identified low-level groundwater contamination at its principal manufacturing site. The area and extent of the contamination appear to have been defined. MPSI previously reached an agreement with a prior tenant to share in the cost of ongoing site investigations and the operation of remedial systems to remove subsurface chemicals. The frequency and number of wells monitored at the site was reduced with prior regulatory approval for a plume stability analysis as an initial step towards site closure. No significant rebound concentrations have been observed. The groundwater treatment system remains shut down during its two-year plume stability evaluation. In July 2008, we evaluated the effectiveness of the plume stability and decided to initiate a treatment program and pursue a no further action order for the site. As such, we accrued an additional $58,000, increasing our liability to $250,000. This accrual includes approximately $200,000 for various remediation options under consideration and $50,000 for future annual monitoring. As of September 27, 2009 the remaining liability was $196,000, net of payments of $54,000, during the six months ended September 27, 2009.

Sipex, which we acquired in August 2007, had entered into a definitive Master Agreement with Hangzhou Silan Microelectronics Co. Ltd. and Hangzhou Silan Integrated Circuit Co. Ltd. (collectively “Silan”) in China. Silan is a China-based semiconductor foundry. This transaction was related to the closing of Sipex wafer fabrication operations located in Milpitas, California. Under this agreement, Sipex and Silan would work together to enable Silan to manufacture semiconductor wafers using Sipex process technology. The Master Agreement includes a Process Technology Transfer and License Agreement which contemplates the transfer of eight of our processes and related product manufacturing to Silan. Subject to our option to suspend in whole or in part, there is a purchase commitment under the Wafer Supply Agreement obligating us to purchase from Silan an average of at least one thousand equivalent wafers per week, calculated on a quarterly basis, for five years beginning February 2006. There were open purchase orders for approximately $1.5 million outstanding as of September 27, 2009.

Generally, we warrant all of our products against defects in materials and workmanship for a period ranging from ninety days to two years from the delivery date. Reserve requirements are recorded in the period of sale and are based on an assessment of the products sold with warranty and historical warranty costs incurred. Our liability is generally limited to replacing, repairing or issuing credit, at our option, for the product if it has been paid for. The warranty does not cover damage which results from accident, misuse, abuse, improper line voltage, fire, flood, lightning or other damage resulting from modifications, repairs or alterations performed other than by us, or resulting from failure to comply with our written operating and maintenance instructions. Warranty expense has historically been immaterial for our products. The warranty liabilities related to our products as of September 27, 2009 was immaterial.

Additionally, our sales agreements indemnify our customers for expenses or liability resulting from alleged or claimed infringement by our products of any U.S. letter patents of third parties. However, we are not liable for any collateral, incidental or consequential damages arising out of patent infringement. The terms of these indemnification agreements are perpetual, commencing after execution of the sales agreement or the date indicated on our order acknowledgement. The maximum amount of potential future indemnification is unlimited. However, to date, we have not paid any claims or been required to defend any lawsuits with respect to any such indemnity claim.

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NOTE 17. LEGAL PROCEEDINGS

From time to time, we are involved in various claims, legal actions and complaints arising in the normal course of business. Although the ultimate outcome of the matters discussed below and other matters is not presently determinable, management currently believes that the resolution of all such pending matters will not have a material adverse effect on our financial position, results of operations or liquidity.

Ericsson Wireless Communications, Inc. and Vicor Corporation

On November 16, 2004, Ericsson Wireless Communications, Inc. (now known as Ericsson Inc.) (“Ericsson”) initiated a lawsuit against us and our former customer, Vicor Corporation, in San Diego County Superior Court. Ericsson alleged that Vicor had sold it products that contained defects, including defects in the integrated circuits derived from the untested, semi-custom wafers we sold to Vicor. Ericsson sought monetary damages and unspecified injunctive relief. On April 5, 2005, Vicor Corporation (“Vicor”) filed a cross-complaint against us in San Diego County Superior Court asserting various contract, tort, and indemnity claims. Only the indemnity claims survived the pleading stage. In those claims, Vicor alleged, among other things, that we were responsible for the alleged defect in the products sold to Ericsson and that any damages awarded to Ericsson should be born solely by us. Ultimately, we settled the case with Ericsson and the claims against us were dismissed with prejudice. In addition, we obtained a finding from the trial court that the settlement with Ericsson was in good faith. The result of the good faith finding was that final judgment was entered in our favor on Vicor’s indemnity claims, a judgment which has been finally affirmed on appeal.

On March 4, 2005, we filed a complaint in Santa Clara County Superior Court against Vicor. In the complaint, we sought a declaration regarding the respective rights and obligations, including warranty and indemnity rights and obligations, under the written contracts between us and Vicor for the sale of untested, semi-custom wafers. In addition, we sought a declaration that we were not responsible for any damages that Vicor must pay to Ericsson or any other customer of Vicor arising from claims that Vicor sold allegedly defective products. On March 17, 2005, Vicor filed a cross-complaint against us (and the owners and operators of the foundry which supplied the untested, semi-custom wafers that we sold to Vicor). In the cross-complaint, Vicor asserted that it is entitled to indemnification from us for any damages that Vicor must pay to Ericsson or other Vicor customers resulting from Vicor’s sale of allegedly defective products. Following a motion to dismiss, Vicor filed an amended cross-complaint on August 1, 2005 asserting only a request for a declaration that we were obligated to indemnify Vicor for any damages resulting from claims brought against Vicor by its customers. We answered Vicor’s amended cross-complaint on September 2, 2005. The Santa Clara action was transferred to San Diego for coordination with the Ericsson San Diego County action on August 18, 2006. On September 29, 2009, Exar and Vicor entered into a settlement agreement that resolves all outstanding claims between the parties in exchange for an undisclosed payment from Vicor to Exar. A joint request for dismissal of the one pending action between the parties has been filed, but not yet entered by the Court in San Diego County.

DiPietro v. Sipex

In April 2003, plaintiff Frank DiPietro (former chief financial officer of Sipex) brought an action for breach of contract against Sipex in the Middlesex Superior Court in the state of Massachusetts. Mr. DiPietro was seeking approximately $800,000 in severance benefits. Sipex counterclaimed for approximately $150,000, which it was owed under a promissory note signed by Mr. DiPietro. In August 2004, Sipex filed two motions for summary judgment (one for Mr. DiPietro’s claims against it and one for its counterclaim against Mr. DiPietro). In June 2005, the Middlesex Superior Court granted both Sipex’s motions for summary judgment. Soon thereafter, Mr. DiPietro filed a notice of appeal. Sipex then filed motions for costs and pre-judgment interest. Sipex was successful in its motion for prejudgment interest and it was successful in requiring Mr. DiPietro to pay over $900 in deposition costs.

The Appeal briefing was completed during the summer of 2006. On December 12, 2006, the Massachusetts Appeals Court heard arguments in DiPietro v. Sipex and, on May 14, 2007, the Appeals Court issued its decision reversing the Middlesex Superior Court’s grant of summary judgment and remanding the case for further proceedings. Sipex filed a petition for rehearing and an application for further appellate review. After briefing by the parties, the Massachusetts Appeals Court amended its decision to clarify issues addressed in Sipex’s petition for rehearing. On October 31, 2007, Sipex’s application for further appellate review was denied.

The case was remanded to Middlesex Superior Court for further proceedings. Sipex served its motion for leave to file renewed motions for summary judgment on August 11, 2008, and Mr. DiPietro served his opposition on August 21, 2008. On October 14, 2008, the Court heard arguments on Sipex’s motion for leave to file renewed motions for summary judgment. The Court denied Sipex’s motion on October 16, 2008. A pre-trial conference was held on February 3, 2009. At that time, opposing counsel requested a continuance due to a family emergency, and the trial was rescheduled for April 27, 2009. After a further continuance, the trial was scheduled for July 27, 2009. Before the trial commenced, the parties were able to negotiate a settlement agreement. A final settlement agreement was executed and the joint stipulation of dismissal was filed in the Superior Court on August 14, 2009.

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NOTE 18. INCOME TAX

During the three and six months ended September 27, 2009, we recorded an income tax benefit of $281,000 and $609,000, respectively. During the three and six months ended September 28, 2008, we recorded an income tax provision of $64,000 and an income tax benefit of $59,000, respectively. The recorded income tax benefit was primarily due to benefits recorded for net operating losses and tax refunds.

During the three and six months ended September 27, 2009, the unrecognized tax benefits increased by $150,000 and $3.3 million, respectively, to $13.2 million. The increase was primarily a result of the acquisition of Hifn. If recognized, $9.5 million of these unrecognized tax benefits (net of federal benefit) would be recorded as a reduction of future income tax provision before consideration of changes in valuation allowance.

Estimated interest and penalties related to the income taxes are classified as a component of the provision for income taxes in the condensed consolidated statement of operations. Accrued interest and penalties were $356,000 and $293,000 as of September 27, 2009 and September 28, 2008, respectively.

Our only major tax jurisdictions are the United States and various U.S. states. The fiscal years 1998 through 2009 remain open and subject to examinations by the appropriate governmental agencies in the United States, with fiscal years 2001 through 2009 open to audits in certain of our state jurisdictions.

NOTE 19. SEGMENT AND GEOGRAPHIC INFORMATION

We operate in one reportable segment. We design, develop and market high-performance, analog and mixed-signal silicon solutions for a variety of markets including power management, interface and datacom. The nature of our products and production processes and the type of customers and distribution methods are consistent among all of our products.

Our net sales by product line for the fiscal periods presented are summarized as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 27, 2009		September 28, 2008		September 27, 2009		September 28, 2008
Datacom	$	11,181	$	8,426	$	24,164	$	15,322
Interface		14,852		17,954		27,874		36,479
Power Management		5,555		6,368		10,412		13,158
Total net sales	$	31,588	$	32,748	$	62,450	$	64,959

Our foreign operations are conducted primarily through our wholly-owned subsidiaries in Canada, China, France, Germany, Italy, Japan, Malaysia, Singapore, South Korea, Taiwan and the United Kingdom. Our principal markets include North America, Europe and the Asia Pacific region. Net sales by geographic area represent sales to unaffiliated customers.

Our net sales by geographic area for the fiscal periods presented are summarized as follows (in thousands):

	Three Months Ended				Six Months Ended
	September 27, 2009		September 28, 2008		September 27, 2009		September 28, 2008
United States	$	8,494	$	8,401	$	15,678	$	16,427
China		11,632		7,032		22,896		14,247
Singapore		3,593		4,237		6,623		8,442
Japan		1,397		2,302		3,366		4,695
Italy		446		1,524		1,519		2,707
Europe (excludes Italy)		3,436		5,049		7,247		10,902
Rest of world		2,590		4,203		5,121		7,539
Total net sales	$	31,588	$	32,748	$	62,450	$	64,959

Substantially all of our long-lived assets at each of September 27, 2009 and March 29, 2009 were located in the United States.

NOTE 20. SUBSEQUENT EVENTS

Management evaluated all subsequent events through November 5, 2009, the date the financial statements were issued.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations, as well as information contained in “Part II, Item 1A. Risk Factors” below and elsewhere in this Quarterly Report on Form 10-Q, contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are generally written in the future tense and/or may generally be identified by words such as “will,” “may,” “should,” “could,” “expect,” “suggest,” “believe,” “anticipate,” “intend,” “plan,” or other similar words. Forward-looking statements contained in this Quarterly Report include, among others, statements regarding (1) our revenue growth, (2) our future gross profits, (3) our future research and development efforts and related expenses, (4) our future selling, general and administrative expenses, (5) our cash and cash equivalents, short-term marketable securities and cash flows from operations being sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months, (6) our ability to continue to finance operations with cash flows from operations, existing cash and investment balances, and some combination of long-term debt and/or lease financing and sales of equity securities, (7) the possibility of future acquisitions and investments, (8) our ability to accurately estimate our assumptions used in valuing stock-based compensation, (9) our ability to estimate and reconcile distributors’ reported inventories to their activities, (10) our ability to estimate future cash flows associated with long-lived assets, (11) the weak global economic and financial market conditions, and (12) anticipated results in connection with the acquisition of hi/fn, inc. (“Hifn”) and Galazar Networks Inc. (“Galazar”). Actual results may differ materially from those projected in the forward-looking statements as a result of various factors. Factors that could cause actual results to differ materially from those stated herein include, but are not limited to: the information contained under the captions “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Part II, Item 1A. Risk Factors.” We disclaim any obligation to update information in any forward-looking statement.

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and notes thereto, included in this Quarterly Report on Form 10-Q, and our audited consolidated financial statements for the fiscal year ended March 29, 2009 included in our Annual Report on Form 10-K, as filed with the Securities and Exchange Commission (“SEC”). Our results of operations for the three and six months ended September 27, 2009 are not necessarily indicative of results to be expected for any future period.

BUSINESS OVERVIEW

Exar Corporation and its subsidiaries (“Exar” or “we”) is a fabless semiconductor company that designs, sub-contracts manufacturing of and sells highly differentiated silicon, software and subsystem solutions for industrial, datacom and storage applications. We use our extensive knowledge of end-user markets along with our underlying analog, mixed signal and digital technology to provide customers with innovative solutions designed to meet the needs of the evolving connected world. Our product portfolio includes power management and interface components, datacom products, storage optimization solutions, network security and applied service processors. Applying both analog and digital technologies, our products are deployed in a wide array of applications such as portable electronic devices, set top boxes, digital video recorders, telecommunication systems, servers, enterprise storage systems and industrial automation equipment. We provide customers with a breadth of component products and subsystem solutions based on advanced mixed signal silicon integration.

We market our products worldwide with sales offices and personnel located throughout the Americas, Europe, and Asia. Our products are sold in the United States through a number of manufacturers’ representatives and distributors. Internationally, our products are sold through various regional and country specific distributors with locations in thirty-three countries around the globe. In addition to our sales offices, we also employ a worldwide team of field application engineers to work directly with our customers.

Our international sales consist of sales that are denominated in U.S. dollars. Our international related operations expenses expose us to fluctuations in currency exchange rates because our foreign operating expenses are denominated in foreign currency while our sales are denominated in U.S. dollars. Although foreign sales within certain countries or foreign sales comprised of certain products may subject us to tariffs, our gross profit margin on international sales, adjusted for differences in product mix, is not significantly different from that realized on our sales to domestic customers. Our operating results are subject to quarterly and annual fluctuations as a result of several factors that could materially and adversely affect our future profitability as described in “Part II, Item 1A. Risk Factors—Our Financial Results May Fluctuate Significantly Because Of A Number Of Factors, Many Of Which Are Beyond Our Control.”

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Our fiscal year ends on the Sunday closest to March 31 and our fiscal quarters end on the Sunday closest to the end of the corresponding calendar quarter. The second quarter of each of fiscal 2010 and fiscal 2009 included 91 days from June 29, 2009 to September 27, 2009 and June 30, 2008 to September 28, 2008, respectively.

Business Outlook

During the first half of fiscal year 2010, the economy and our industry have begun to show signs of a slow recovery, but our visibility to end customer demand and to our business continues to be limited. Net sales for the second quarter of fiscal 2010 increased $0.7 million, or 2%, when compared to the immediate preceding quarter. We believe we have completed the integration of Hifn and Galazar and are on track to release new products. We are cautiously optimistic about the second half of fiscal year 2010 while still managing expenses company-wide.

Business Combinations

On June 17, 2009, we completed the acquisition of Galazar for approximately $4.95 million in cash. Galazar, based in Ottawa, Canada, is a fabless semiconductor and software supplier focused on carrier grade transport over telecom networks. Galazar’s product portfolio addresses transport of a wide range of datacom and telecom services including Ethernet, SAN, TDM and video over SONET/SDH, PDH and OTN networks.

On April 3, 2009, we completed the acquisition of Hifn, a fabless semiconductor company that was founded in 1996, spun off from Stac, Inc. in 1999 and traded on the NASDAQ under the symbol “HIFN” since 1999, for a total consideration of approximately $59.6 million, which consist of approximately 430,000 shares of Exar’s common stock with an estimated fair value of approximately $2.8 million and $56.8 million in cash. The acquisition of Hifn expands and complements our product offerings in the enterprise storage, networking and telecom markets where we have had a significant base of business for more than 10 years. The Hifn technology adds world class compression and data deduplication products used in storage applications to optimize data and speed up data backup and retrieval. Hifn has also been a leading provider in security acceleration technology by providing encryption and compression products to the leading networking and telecom system manufacturers. The Hifn products complement the existing Exar connectivity solutions and provide us with a more significant product offering to our customers.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

The preparation of our financial statements and accompanying disclosures in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities in the condensed consolidated financial statements and the accompanying notes. The SEC has defined a company’s critical accounting policies as policies that are most important to the portrayal of a company’s financial condition and results of operations, and which require a company to make its most difficult and subjective judgments, often as a result of the need to make estimates of matters that are inherently uncertain. Based on this definition, we have identified our most critical accounting policies and estimates to be as follows: (1) revenue recognition; (2) valuation of inventories; (3) income taxes; (4) stock-based compensation; (5) goodwill; (6) long-lived assets; and (7) valuation of business combinations. Although we believe that of our estimates, assumptions and judgments are reasonable, they are based upon information presently available. Actual results may differ significantly from these estimates if the assumptions, judgments and conditions upon which they are based turn out to be inaccurate. A further discussion of our critical accounting policies can be found in “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” of our Annual Report on Form 10-K for the fiscal year ended March 29, 2009.

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RESULTS OF OPERATIONS

We acquired Hifn on April 3, 2009 and Galazar on June 17, 2009 and consequently, our results of operations for the three and six months ended September 27, 2009 include the results of those entities from the reported acquisition dates.

Net Sales by Product Line

Our net sales by product line in dollars and as a percentage of net sales were as follows for the fiscal periods presented (in thousands):

	Three Months Ended										Six Months Ended
	September 27, 2009				September 28, 2008				Change		September 27, 2009				September 28, 2008				Change
Net Sales:
Datacom	$	11,181	35	%	$	8,426	26	%	33	%	$	24,164	39	%	$	15,322	24	%	58	%
Interface		14,852	47	%		17,954	55	%	(17	)%		27,874	44	%		36,479	56	%	(24	)%
Power Management		5,555	18	%		6,368	19	%	(13	)%		10,412	17	%		13,158	20	%	(21	)%
Total	$	31,588	100	%	$	32,748	100	%			$	62,450	100	%	$	64,959	100	%

Datacom

Datacom products include network access, transmission and storage products, as well as encryption, data reduction and packet processing products from the Hifn acquisition and network transport products from the Galazar acquisition.

For the three months ended September 27, 2009, net sales of datacom products increased $2.8 million as compared to the same period a year ago and included $7.3 million of additional sales from Hifn and Galazar products. Net of this effect, net sales of network access, transmission and storage products for the second quarter of fiscal 2010 decreased $4.6 million, primarily due to decreased volume of our SONET and optical products.

For the six months ended September 27, 2009, net sales of datacom products increased $8.8 million as compared to the same period a year ago and included $13.1 million of additional sales from Hifn and Galazar products. Net of this effect, net sales of network access, transmission and storage products for the six months ended September 27, 2009 decreased $4.3 million, primarily due to decreased volume of our SONET products.

Interface

Interface products include Universal Asynchronous Receiver/Transmitter (“UARTs”) and serial transceiver products.

For the three months ended September 27, 2009, net sales of interface products decreased $3.1 million as compared to the same period a year ago, primarily due to decreased volume of UARTs and serial transceiver.

For the six months ended September 27, 2009, net sales of interface products decreased $8.6 million as compared to the same period a year ago, primarily due to primarily due to decreased volume of UARTs and serial transceiver sales.

Power Management

Power management products include DC-DC regulators and LED drivers.

For the three months ended September 27, 2009, net sales of power management products decreased $0.8 million as compared to the same period a year ago, primarily due to decreased volumes and price erosion on a limited number of power management products.

For the six months ended September 27, 2009, net sales of power management products decreased $2.7 million as compared to the same period a year ago, primarily due to decreased volumes.

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Net Sales by Channel

Our net sales by channel in dollars and as a percentage of net sales were as follows for the fiscal periods presented (in thousands):

	Three Months Ended										Six Months Ended
	September 27, 2009				September 28, 2008				Change		September 27, 2009				September 28, 2008				Change
Net Sales:
Sell-through distributors	$	15,562	49	%	$	19,097	58	%	(19	)%	$	30,859	49	%	$	38,445	59	%	(20	)%
Direct and others		16,026	51	%		13,651	42	%	17	%		31,591	51	%		26,514	41	%	19	%
Total	$	31,588	100	%	$	32,748	100	%			$	62,450	100	%	$	64,959	100	%

For the three months ended September 27, 2009, net sales to our distributors for which we recognize revenue on the sell-through method included $0.3 million in sales of Hifn and Galazar products. Net sales to direct customers and other distributors for the second quarter of fiscal 2010 included $7.1 million in sales of Hifn and Galazar products.

For the six months ended September 27, 2009, net sales to our distributors for which we recognize revenue on the sell-through method included $0.5 million in sales of Hifn and Galazar products. Net sales to direct customers and other distributors for the first half of fiscal 2010 included $12.7 million in sales of Hifn and Galazar products.

Net Sales by Geography

Our net sales by geography in dollars and as a percentage of net sales were as follows for the fiscal periods presented (in thousands):

	Three Months Ended										Six Months Ended
	September 27, 2009				September 28, 2008				Change		September 27, 2009				September 28, 2008				Change
Net Sales:
Americas	$	8,567	27	%	$	8,562	26	%	—	%	$	15,883	25	%	$	16,605	26	%	(4	)%
Asia		19,139	61	%		17,602	54	%	9	%		37,801	61	%		34,728	53	%	9	%
Europe		3,882	12	%		6,584	20	%	(41	)%		8,766	14	%		13,626	21	%	(36	)%
Total	$	31,588	100	%	$	32,748	100	%			$	62,450	100	%	$	64,959	100	%

For the three months ended September 27, 2009, net sales in the Americas, Asia and Europe included $3.3 million, $3.9 million and $0.2 million, respectively, of sales of Hifn and Galazar products.

For the six months ended September 27, 2009, net sales in the Americas, Asia and Europe included $5.5 million, $6.9 million and $0.8 million, respectively, of sales of Hifn and Galazar products.

Gross Profit

Our gross profit in dollars and as a percentage of net sales was as follows for the fiscal periods presented (in thousands):

	Three Months Ended										Six Months Ended
	September 27, 2009				September 28, 2008				Change		September 27, 2009				September 28, 2008				Change
Net Sales	$	31,588			$	32,748					$	62,450			$	64,959
Cost of sales:
Cost of sales		15,484	49	%		16,788	51	%	(8	)%		30,374	49	%		33,574	52	%	(10	)%
Fair value adjustment of acquired inventories		447	1	%		—	—	%	100	%		2,234	3	%		—	—	%	100	%
Amortization of acquired intangible assets		1567	5	%		955	3	%	64	%		2,907	5	%		1,910	3	%	(52	)%
Gross profit	$	14,090	45	%	$	15,005	46	%			$	26,935	43	%	$	29,475	45	%

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Gross profit represents net sales less cost of sales. Cost of sales includes:

• the cost of purchasing finished silicon wafers manufactured by independent foundries;

• the costs associated with assembly, packaging, test, quality assurance and product yields;

• the cost of personnel and equipment associated with manufacturing support and manufacturing engineering;

• the cost of stock-based compensation associated with manufacturing engineering and support personnel;

• the amortization of purchased intangible assets;

• the amortization of inventory fair value of inventories acquired; and

• the provision for excess and obsolete inventory.

The decrease in gross profit, as a percentage of net sales, for the three and six months ended September 27, 2009 as compared to prior periods, was primarily due to the amortization of the fair value of inventories acquired from Hifn and Galazar and manufacturing inefficiencies associated with shipping lower product volume as compared to the prior year, partially offset by higher margins on Hifn and Galazar products, improved margins on serial transceiver and power management products and a lower provision for excess and obsolete inventory.

Other Costs and Expenses

	Three Months Ended										Six Months Ended
	September 27, 2009				September 28, 2008				Change		September 27, 2009				September 28, 2008				Change
Net Sales	$	31,588			$	32,748					$	62,450			$	64,959
R&D expense:
R&D—base	$	10,713	34	%	$	7,389	23	%	45	%	$	21,376	34	%	$	14,860	23	%	44	%
Stock-based compensation		748	2	%		481	1	%	56	%		1,234	2	%		839	1	%	47	%
Amortization expense—acquired intangibles		635	2	%		263	1	%	141	%		1,223	2	%		526	1	%	133	%
Acquisition related costs		192	1	%		—	—	%	100	%		749	1	%		—	—	%	100	%
Total R&D expense	$	12,288	39	%	$	8,133	25	%	51	%	$	24,582	39	%	$	16,225	25	%	52	%
SG&A expense:
SG&A—base	$	9,809	31	%	$	9,149	28	%	7	%	$	20,146	32	%	$	18,938	29	%	6	%
Stock-based compensation		767	2	%		435	1	%	76	%		1,474	2	%		1,244	2	%	18	%
Amortization expense—acquired intangibles		179	1	%		162	1	%	10	%		321	1	%		324	—	%	(1	)%
Acquisition related costs		620	2	%		—	—	%	100	%		4,546	7	%		541	1	%	740	%
Total SG&A expense	$	11,375	36	%	$	9,746	30	%	17	%	$	26,487	42	%	$	21,047	32	%	26	%

Research and Development (“R&D”)

Our R&D costs consist primarily of:

• the salaries, stock-based compensation, and related expenses of employees engaged in product research, design and development activities;

• costs related to engineering design tools, mask tooling costs, software amortization, test hardware, engineering supplies and services, and use of in-house test equipment;

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• amortization of acquired intangible assets; and

• facilities expenses.

For the three and six months ended September 27, 2009, base R&D expenses increased $3.3 million and $6.5 million, respectively, as compared to the same periods a year ago, primarily due to incremental labor-related expenses, higher mask tooling costs and software amortization and equipment depreciation due to the growth of our company as a result of the acquisition of Hifn and Galazar partially offset by $1.7 million and $2.4 million, respectively, in the reimbursement of certain costs under a research and development contract.

Stock-based compensation expense recorded in R&D expenses was $0.7 million and $1.2 million for the three and six months ended September 27, 2009, respectively, as compared to $0.5 million and $0.8 million, respectively, for the same periods a year ago. The increase in stock-based compensation expense as compared to the same period a year ago was primarily due to new stock option and restricted stock unit (“RSU”) grants made in connection with the Hifn and Galazar acquisitions and the incremental costs associated with the employee stock option swap in November 2008.

The growth in amortization expense—acquired intangibles for both the three and six months ended September 27, 2009 relates to the amortization of a R&D reimbursement contract associated with the Hifn acquisition.

Acquisition related costs for the six months ended September 27, 2009 are primarily associated with accelerated depreciation relating to shortened remaining lives of equipment of $0.5 million acquired from Hifn and employee severance costs.

Selling, General and Administrative (“SG&A”)

SG&A expenses consist primarily of:

• salaries, stock-based compensation and related expenses;

• sales commissions;

• professional and legal fees;

• amortization of acquired intangible assets such as distributor relationships, tradenames/trademarks and customer relationships; and

• acquisition related costs.

For the three and six months ended September 27, 2009, base SG&A expenses increased $0.7 million and $1.2 million, respectively, as compared to the same periods a year ago, primarily due to incremental labor-related expenses and equipment depreciation due to the growth of our company as a result of the acquisition of Hifn, and to a lesser extent, Galazar.

Stock-based compensation expense recorded in SG&A expenses was $0.8 million and $1.5 million for the three and the six months ended September 29, 2009, respectively, as compared to $0.4 million and $1.2 million, respectively, for the same periods a year ago. The increase in stock-based compensation expense as compared to the same period a year ago was primarily due to new stock option and restricted stock unit (“RSU”) grants made in connection with the Hifn and Galazar acquisitions and the incremental costs associated with the employee stock option exchange in November 2008.

Acquisition related costs for the three months ended September 27, 2009 are primarily related to professional fees in connection with the ongoing efforts to integrate the acquired companies.

Acquisition related costs for the six months ended September 27, 2009 primarily consist of $2.2 million in investment banker, printing, legal and other professional fees that are recorded as expenses related to business combinations and the accelerated depreciation relating to shortened remaining lives of equipment of $0.8 million acquired from Hifn and employee separation costs of $0.6 million, and building exit and moving costs of $0.3 million related to the Hifn Los Gatos facility.

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Other Income and Expenses, Net

	Three Months Ended												Six Months Ended
	September 27, 2009					September 28, 2008					Change		September 27, 2009					September 28, 2008					Change
Net Sales	$	31,588				$	32,748						$	62,450				$	64,959
Interest income and other, net		1,700		5	%		2,535		8	%	(33	)%		3,454		6	%		5,205		8	%	(34	)%
Interest expense		(326	)	(1	)%		(330	)	(1	)%	(1	)%		(650	)	(1	)%		(661	)	(1	)%	(2	)%
Impairment charges on investments		(245	)	(1	)%		(1,454	)	(4	)%	(83	)%		(317	)	(1	)%		(1,454	)	(2	)%	(78	)%

Interest Income and Other, Net

Interest income and other, net primarily consists of:

• interest income;

• sublease income;

• foreign exchange gains or losses; and

• gains or losses on the sale or disposal of equipment.

For the three and six months ended September 27, 2009, interest income and other, net decreased $0.8 million and $1.8 million as compared to the same periods a year ago, primarily attributable to a decrease in interest income as a result of lower invested cash balances, lower yield of the investments and increased investment management fees as we transitioned the internally managed portion of our portfolio to our professional money managers.

Our Hillview Facility, which we originally leased from Mission West Properties, L.P., was sublet to a subtenant in April 2008. The sublease expires on March 31, 2011 with average annual rent of approximately $1.4 million. The sublease also requires the subtenant to pay certain operating costs associated with subleasing the facility. The sublease income for the three and six months ended September 27, 2009 was $353,000 and $706,000 as compared to $353,000 and $647,000, respectively, for the three and six months ended September 28, 2008 (See “Part I, Item 1, Notes to Condensed Consolidated Financial Statements, Note 15—Lease Financing Obligation.”).

Interest Expense

In fiscal year 2008, in connection with the acquisition of Sipex, we assumed a lease financing obligation related to the Hillview Facility. We have accounted for this sale and leaseback transaction as a financing transaction which is included in the “Long-term lease financing obligations” line item on our condensed consolidated balance sheets. The effective interest rate is 8.2%.

We have acquired engineering design tools (“design tools”) under capital leases. We acquired $5.2 million of design tools in December 2007 under a four-year license and $3.7 million of design tools in November 2008 under a three-year license, which were accounted for as capital leases and recorded in the “Property, plant and equipment, net” line item on the condensed consolidated balance sheets. The related design tool obligations were included in the “Long-term lease financing obligations” line on our condensed consolidated balance sheets. The effective interest rates for the design tools are 7.25% for the four-year tools and 4.0% for the three-year tools.

Interest expense for the Hillview Facility lease financing and the design tools lease obligations was $322,000 and $646,000 for the three and six months ended September 27, 2009, respectively.

Impairment Charges on Investments

We periodically review and determine whether our investments with unrealized loss positions are other-than-temporarily impaired. We regularly review our investments in unrealized loss positions for other-than-temporary impairments. This evaluation

includes, but is not limited to, significant quantitative and qualitative assessments and estimates regarding credit ratings, collateralized support, the length of time and significance of a security’s loss position, our intent to not sell the security and that it is more likely than not that we will not have to sell the security before recovery of its cost basis. Realized gains and losses and declines in value of our

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investments, both marketable and non-marketable, judged to be other-than-temporary are reported in the “Impairment charges on investments, net of realized gain” line item in the condensed consolidated statements of operations.

Our long-term investment consists of our investment in Skypoint Telecom Fund II (US), L.P. (“Skypoint Fund”). Skypoint Fund is a venture capital fund that invests primarily in private companies in the telecommunications and/or networking industry. We account for this non-marketable equity investment under the cost method. We periodically review and determine whether the investment is other-than-temporarily impaired, in which case the investment is written down to its impaired value.

In the second quarter of fiscal 2010, we analyzed the fair value of the underlying investments of Skypoint Fund and concluded a portion of the carrying value was other-than-temporarily impaired and recorded an impairment charge of $154,000 in addition to the $72,000 recorded in the first quarter of fiscal 2010.

In the second quarter of fiscal 2010 an investment in GSAA Home Equity with a cost of $425,000 was downgraded from an AAA rating to a CCC rating. As a result of the reduction in the rating and quantitative analysis showing an increase in the default rate and decrease in prepayment rate of the investment, we recorded an other-than-temporary impairment charge of $91,000 during the second quarter of fiscal 2010.

Provision (Benefit) for Income Taxes

During the three and six months ended September 27, 2009, we recorded an income tax benefit of $281,000 and $609,000, respectively. During the three and six months ended September 28, 2008, we recorded an income tax provision of $64,000 and an income tax benefit of $59,000, respectively. The increase in income tax benefit was primarily due to benefits recorded during the first six months ended September 27, 2009 for net operating losses and tax refunds.

LIQUIDITY AND CAPITAL RESOURCES

	Six Months Ended
	September 27, 2009			September 28, 2008
	(dollars in thousands)
Cash and cash equivalents	$	32,034		$	58,377
Short-term investments		189,411			202,375
Total cash, cash equivalents, and short-term investments	$	221,445		$	260,752
Percentage of total assets		67	%		64	%
Net cash (used in) provided by operating activities	$	(2,305	)	$	7,402
Net cash used in investing activities		(54,145	)		(59,956	)
Net cash used in financing activities		(518	)		(11,085	)
Net decrease in cash and cash equivalents	$	(56,968	)	$	(63,639	)

Our net loss was $21.0 million for the six months ended September 27, 2009. After adjustments for non-cash items and changes in working capital, we used $2.3 million of cash through operating activities.

Significant non-cash charges included:

• Depreciation and amortization expenses of $10.9 million;

• Stock-based compensation expense of $3.0 million; and

• Provision for sales returns and allowances of $4.7 million.

Working capital changes included:

• an $8.7 million increase in accounts receivable primarily due to timing of customer payments at the end of the quarter;

• a fair value adjustments of acquired inventories included in cost of sales of $2.2 million;

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• a $5.4 million decrease in inventory primarily as a result of increased shipments and a reduction in material and assembly purchases; and

• an $2.4 million increase in accounts payable due to the timing of weekly check runs.

In the six months ended September 27, 2009, net cash used in investing activities reflects purchases of short-term marketable securities, net of sales and maturities, of $7.0 million, together with $3.3 million in purchases of property, plant and equipment and intellectual property.

As previously discussed, we acquired Hifn and Galazar on April 3, 2009 and June 17, 2009, respectively. Cash used in these acquisitions, net of cash acquired, was $40.3 million and $3.5 million, respectively.

We acquire shares of our outstanding common stock in the open market from time to time to partially offset dilution from our stock awards program, to increase our return on our invested capital and to bring our cash to a more appropriate level for our company. We may continue to utilize our stock purchase program described below, which would reduce our cash, cash equivalents and/or short-term investments available to fund future operations and to meet other liquidity requirements.

On August 28, 2007, we established a share repurchase plan (“2007 SRP”) and authorized the repurchase of up to $100 million of our common stock. During the six months ended September 27, 2009, we did not repurchase any of our common stock under the 2007 SRP. As of September 27, 2009, the remaining authorized amount for the stock repurchase under the 2007 SRP was $11.8 million with no termination date.

We repurchased a total of 1.5 million shares of our common stock at an aggregate cost of $12.9 million under the 2007 SRP during the six months ended September 28, 2008.

To date, inflation has not had a significant impact on our operating results.

We anticipate that we will continue to finance our operations with cash flows from operations, existing cash and investment balances, and some combination of long-term debt and/or lease financing and additional sales of equity securities. The combination and sources of capital will be determined by management based on our needs and prevailing market conditions.

The following table summarizes our investments in cash equivalents and marketable securities (in thousands):

	September 27, 2009
	Amortized Cost		Unrealized					Fair Value
			Gross Gains		Gross Losses
Money market funds	$	21,980	$	—	$	—		$	21,980
Corporate bonds and commercial paper		52,611		760		(10	)		53,361
U.S. government and agency securities		70,307		1,378		—			71,685
Asset and mortgage-backed securities		71,714		748		(99	)		72,363
Total investment	$	216,612	$	2,886	$	(109	)	$	219,389

	March 29, 2009
	Amortized Cost		Unrealized					Fair Value
			Gross Gains		Gross Losses
Money market funds	$	26,332	$	—	$	—		$	26,332
Corporate bonds and commercial paper		28,169		160		(141	)		28,188
U.S. government and agency securities		163,750		1,379		(38	)		165,091
Asset and mortgage-backed securities		35,070		317		(364	)		35,023
Total investment	$	253,321	$	1,856	$	(543	)	$	254,634

As of September 27, 2009, our fixed income investment securities included asset-backed and mortgage-backed securities, that accounted for 9% and 24%, respectively, of our total investments. The asset-backed securities are comprised primarily of premium tranches of auto loans and credit card receivables, while our mortgage-backed securities are primarily from Federal agencies. We do not own auction rate securities nor do we own securities that are classified as sub-prime. As of the date of this Report, we have sufficient liquidity and do not intend to sell these securities nor realize any significant losses in the short term. As of September 27, 2009, the net unrealized gain of our asset-backed and mortgage-backed securities totaled $649,000.

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We believe that our cash and cash equivalents, short-term marketable securities and cash flows from operations will be sufficient to satisfy working capital requirements and capital equipment needs for at least the next 12 months. However, should the demand for our products decrease in the future, the availability of cash flows from operations may be limited, thus having a material adverse effect on our financial condition or results of operations. From time to time, we evaluate potential acquisitions, strategic arrangements and equity investments complementary to our design expertise and market strategy, which may include investments in wafer fabrication foundries. To the extent that we pursue or position ourselves to pursue these transactions, we could consume a significant portion of our capital resources or choose to seek additional equity or debt financing. There can be no assurance that additional financing could be obtained on terms acceptable to us or at all. The sale of additional equity or convertible debt could result in dilution to our stockholders.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to “Part I, Item 1. Financial Statements” and “Notes to Condensed Consolidated Financial Statements, Note 2— Recent Accounting Pronouncements.”

OFF-BALANCE SHEET ARRANGEMENTS

As of September 27, 2009, we had no off-balance sheet arrangements as defined in Item 303(a)(4) of the SEC’s Regulation S-K.

SUBSEQUENT EVENTS

Please refer to “Part I, Item 1. Financial Statements” and “Notes to Condensed Consolidated Financial Statements, Note 20—Subsequent Events.”

CONTRACTUAL OBLIGATIONS AND COMMITMENTS

Our contractual obligations and commitments at September 27, 2009 were as follows (in thousands):

	Payments due by period
Contractual Obligations	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
Purchase commitment (1)	$	9,254	$	9,254	$	—	$	—	$	—
Long-term lease financing obligation (2)		8,575		4,460		4,115		—		—
Lease obligations (3)		1,215		682		533		—		—
Long-term investment commitments (Skypoint Fund) (4)		485		485		—		—		—
Remediation commitment (5)		196		146		10		40		—
Total	$	19,725	$	15,027	$	4,658	$	40	$	—

Note: The table above excludes the liability for unrecognized income tax benefit of approximately $1.1 million as of September 27, 2009 since we cannot predict with reasonable reliability the timing of cash settlements with the respective taxing authorities.

(1) We place purchase orders with wafer foundries and other vendors as part of our normal course of business. We expect to receive and pay for wafers, capital equipment and various service contracts over the next 12 to 18 months from our existing cash balances.

(2) Lease payments (excluding approximately $12.2 million estimated final obligation settlement with the lessor by returning the Hillview facility at the end of the lease term due on our Hillview facility in Milpitas, California under a 5-year Standard Form Lease agreement that we signed with Mission West Properties, L.P. on March 9, 2006, as amended on August 25, 2007). Also includes a licensing agreement related to engineering design software of $6.4 million.

(3) Includes lease payments related to worldwide offices and buildings.

(4) The commitment related to the Skypoint Fund does not have a set payment schedule and thus will become payable upon the request from the Fund’s General Partner.

(5) The commitment relates to the environmental remediation activities of Micro Power Systems, Inc.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Foreign Currency Fluctuations. We are exposed to foreign currency fluctuations primarily through our foreign operations. This exposure is the result of foreign operating expenses being denominated in foreign currency. Operational currency requirements are typically forecasted for a one-month period. If there is a need to hedge this risk, we may enter into transactions to purchase currency in the open market or enter into forward currency exchange contracts.

If our foreign operations forecasts are overstated or understated during periods of currency volatility, we could experience unanticipated currency gains or losses. At September 27, 2009, we did not have significant foreign currency denominated net assets or net liabilities positions, and had no foreign currency contracts outstanding.

Investment Risk and Interest Rate Sensitivity. We maintain investment portfolio holdings of various issuers, types, and maturity dates with various banks and investment banking institutions. The market value of these investments on any given day during the investment term may vary as a result of market interest rate fluctuations. Our investment portfolio consisted of cash equivalents, money market funds and fixed income securities of $219.4 million as of September 27, 2009 and $254.6 million as of March 29, 2009. These securities, like all fixed income instruments, are subject to interest rate risk and will vary in value as market interest rates fluctuate. If market interest rates were to increase or decline immediately and uniformly by less than 10% from levels as of September 27, 2009, the increase or decline in the fair value of the portfolio would not be material. At September 27, 2009, the difference between the fair market value and the underlying cost of the investments portfolio was a net unrealized gain of $2.8 million.

Our short-term investments are classified as “available-for-sale” securities and the cost of securities sold is based on the specific identification method. At September 27, 2009, short-term investments consisted of asset and mortgage-backed securities, corporate bonds and government agency securities of $189.4 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures (“Disclosure Controls”)

We evaluated the effectiveness of the design and operation of our Disclosure Controls, as defined by the rules and regulations of the SEC (the “Evaluation”), as of the end of the period covered by this Quarterly Report on Form 10-Q. This Evaluation was performed under the supervision and with the participation of management, including our Chief Executive Officer (the “CEO”), as principal executive officer, and Chief Financial Officer (the “CFO”), as principal financial officer.

Attached as Exhibits 31.1 and 31.2 of this Quarterly Report on Form 10-Q are the certifications of the CEO and the CFO, respectively, in compliance with Section 302 of the Sarbanes-Oxley Act of 2002 (the “Certifications”). This section of the Quarterly Report on Form 10-Q provides information concerning the Evaluation referred to in the Certifications and should be read in conjunction with the Certifications.

Disclosure Controls are controls and procedures designed to ensure that information required to be disclosed in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods as specified in the SEC’s rules and forms. In addition, Disclosure Controls are designed to ensure the accumulation and communications of information required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended, to our management, including the CEO and CFO, to allow timely decisions regarding required disclosure.

Based on the Evaluation, our CEO and CFO have concluded that our Disclosure Controls are effective as of September 27, 2009.

Inherent Limitations on the Effectiveness of Disclosure Controls

Our management, including the CEO and CFO, does not expect that our Disclosure Controls will prevent all errors and all fraud. Disclosure Controls, no matter how well conceived, managed, utilized and monitored, can provide only reasonable assurance that the objectives of such controls are met. Therefore, because of the inherent limitation of Disclosure Controls, no evaluation of such controls can provide absolute assurance that all control issues and instances of fraud, if any, within us have been detected.

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Changes in Internal Control over Financial Reporting

We have recently completed our acquisitions of hi/fn, inc. (“Hifn”) on April 3, 2009 and Galazar Networks Inc. (“Galazar”) on June 17, 2009. We are currently in the process of integrating Exar’s, Hifn’s and Galazar’s internal controls and procedures, and therefore, have excluded those controls and procedures in Hifn and Galazar from our assessment of internal controls over financial reporting as of September 27, 2009. At this time, we anticipate that the fiscal year 2010 management report, under Section 404 of the Sarbanes-Oxley act 2002, will include Hifn and Galazar.

Other than described above, there has been no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The disclosure in “Notes to Condensed Consolidated Financial Statements, Note 17– Legal Proceedings” contained in “Part I, Item 1. Financial Statements” is hereby incorporated by reference.

ITEM 1A. RISK FACTORS

Global capital, credit market, employment, and general economic conditions, and resulting declines in consumer confidence and spending, could have a material adverse effect on our business, operating results, and financial condition.

Volatility and disruption in the global capital and credit markets in 2008 and the early part of 2009 have led to a tightening of business credit and liquidity, a contraction of consumer credit, business failures, higher unemployment, and declines in consumer confidence and spending in the United States and internationally. If global economic and financial market conditions, currently showing early signs of recovery, deteriorate or remain weak for an extended period of time, many related factors could have a material adverse effect on our business, operating results, and financial condition, including the following:

• slower spending may result in reduced demand for our products, reduced orders for our products, order cancellations, lower revenues, increased inventories, and lower gross margins;

• we may be unable to find suitable investments that are safe, liquid, and provide a reasonable return resulting in lower interest income or longer investment horizons, and disruptions to capital markets or the banking system may also impair the value of investments or bank deposits we currently consider safe or liquid;

• the failure of financial institution counterparties to honor their obligations to us under credit instruments could jeopardize our ability to rely on and benefit from those instruments, and our ability to replace those instruments on the same or similar terms may be limited under poor market conditions;

• continued volatility in the markets and prices for commodities and raw materials we use in our products and in our supply chain could have a material adverse effect on our costs, gross margins, and profitability;

• if distributors of our products experience declining revenues, or experience difficulty obtaining financing in the capital and credit markets to purchase our products, it could result in reduced orders for our products, order cancellations, inability to timely meet payment obligations to us, extended payment terms, higher accounts receivable, reduced cash flows, greater expense associated with collection efforts, and increased bad debt expense;

• if distributors of our products experience severe financial difficulty, some may become insolvent and cease business operations, which could reduce the availability of our products to customers;

• if contract manufacturers or foundries of our products or other participants in our supply chain experience difficulty obtaining financing in the capital and credit markets to purchase raw materials or to finance general working capital needs, it may result in delays or non-delivery of shipments of our products;

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• potential shutdowns by our third-party foundry, assembly and test subcontractors due to slow business conditions could result in longer lead-times, higher buffer inventory levels and degraded on-time delivery performance; and

• the current macroeconomic environment also limits our visibility into future purchases by our customers and renewals of existing agreements, which may necessitate changes to our business model.

Our financial results may fluctuate significantly because of a number of factors, many of which are beyond our control.

Our financial results may fluctuate significantly as a result of a number of factors, many of which are difficult or impossible to control or predict, which include:

• the cyclical nature of the semiconductor industry;

• difficulty in predicting revenues and ordering the correct mix of products from suppliers due to limited visibility provided by customers and channel partners;

• fluctuations of our revenue and gross profits due to the mix of product sales as our margins vary by product;

• the effect of the timing of sales by our resellers on our reported results as a result of our sell-through revenue recognition policies; and

• the reduction, rescheduling, cancellation or timing of orders by our customers, distributors and channel partners due to, among others, the following factors:

• management of customer, subcontractor and/or channel inventory;

• delays in shipments from our subcontractors causing supply shortages;

• inability of our subcontractors to provide quality products, in adequate quantities and in a timely manner;

• dependency on a single product with a single customer and/or distributor;

• volatility of demand for equipment sold by our large customers, which in turn, introduces demand volatility for our products;

• disruption in customer demand as customers change or modify their complex subcontract manufacturing supply chain;

• disruption in customer demand due to technical or quality issues with our devices or components in their system;

• the inability of our customers to obtain components from their other suppliers;

• disruption in sales or distribution channels;

• our ability to maintain and expand distributor relationships;

• changes in sales and implementation cycles for our products;

• the ability of our suppliers and customers to remain solvent, obtain financing or fund capital expenditures as a result of the current global recession;

• risks associated with entering new markets;

• the announcement or introduction of products by our existing competitors or new competitors;

• loss of market share by our customers;

• competitive pressures on selling prices or product availability;

• pressures on selling prices overseas due to foreign currency exchange fluctuations;

• erosion of average selling prices coupled with the inability to sell newer products with higher average selling prices, resulting in lower overall revenue and margins;

• delays in product design releases;

• market and/or customer acceptance of our products;

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• consolidation among our competitors, our customers and/or our customers’ customers;

• changes in our customers’ end user concentration or requirements;

• loss of one or more major customers;

• significant changes in ordering pattern by major customers;

• our or our channel partners’ ability to maintain and manage appropriate inventory levels;

• the availability and cost of materials and services, including foundry, assembly and test capacity, needed by us from our foundries and other manufacturing suppliers;

• disruptions in our or our customers’ supply chain due to natural disasters, fire, outbreak of communicable diseases, labor disputes, civil unrest or other reasons;

• delays in successful transfer of manufacturing processes to our subcontractors;

• fluctuations in the manufacturing output, yields, and capacity of our suppliers;

• fluctuation in suppliers’ capacity due to reorganization, relocation or shift in business focus, financial constraints, or other reasons;

• problems, costs, or delays that we may face in shifting our products to smaller geometry process technologies and in achieving higher levels of design and device integration;

• our ability to successfully introduce and transfer into production new products and/or integrate new technologies;

• increased manufacturing costs;

• higher mask tooling costs associated with advanced technologies;

• the amount and timing of our investment in research and development;

• costs and business disruptions associated with stockholder or regulatory issues;

• the timing and amount of employer payroll tax to be paid on our employees’ gains on stock options exercised;

• inability to generate profits to utilize net operating losses;

• increased costs and time associated with compliance with new accounting rules or new regulatory requirements;

• changes in accounting or other regulatory rules, such as the requirement to record assets and liabilities at fair value;

• fluctuations in interest rates and/or market values of our marketable securities;

• litigation costs associated with the defense of suits brought or complaints made against us; and

• change in or continuation of certain tax provisions.

Our expense levels are based, in part, on expectations of future revenues and are, to a large extent, fixed in the short-term. Our revenues are difficult to predict and at times we have failed to achieve revenue expectations. We may be unable to adjust spending in a timely manner to compensate for any unexpected revenue shortfall. If revenue levels are below expectations for any reason, operating results are likely to be materially adversely affected.

If we fail to develop, introduce or enhance products that meet evolving market needs or which are necessitated by technological advances, or we are unable to grow revenues, then our business, financial condition and results of operations could be materially and adversely impacted.

The markets for our products are characterized by a number of factors, some of which are listed below:

• changing technologies;

• evolving and competing industry standards;

• changing customer requirements;

• increasing price pressure;

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• increasing product development costs;

• long design-to-production cycles;

• competitive solutions;

• fluctuations in capital equipment spending levels and/or deployment;

• rapid adjustments in customer demand and inventory;

• increasing functional integration;

• moderate to slow growth;

• frequent product introductions and enhancements;

• changing competitive landscape (consolidation, financial viability); and

• finite market windows for product introductions.

Our growth depends in part on our successful continued development and acceptance of new products for our core markets. We must: (i) anticipate customer and market requirements and changes in technology and industry standards; (ii) properly define and develop new products on a timely basis; (iii) gain access to and use technologies in a cost-effective manner; (iv) have suppliers produce quality products; (v) continue to expand our technical and design expertise; (vi) introduce and cost-effectively manufacture new products on a timely basis; (vii) differentiate our products from our competitors’ offerings; and (viii) gain customer acceptance of our products. In addition, we must continue to have our products designed into our customers’ future products and maintain close working relationships with key customers to define and develop new products that meet their evolving needs. Moreover, we must respond in a rapid and cost-effective manner to shifts in market demands, the trend towards increasing functional integration and other changes. Migration from older products to newer products may result in volatility of earnings as revenues from older products decline and revenues from newer products begin to be achieved.

Products for our customers’ applications are based on continually evolving industry standards and new technologies. Our ability to compete will depend in part on our ability to identify and ensure compliance with these industry standards. The emergence of new standards could render our products incompatible. We could be required to invest significant time, effort and expenses to develop and qualify new products to ensure compliance with industry standards.

The process of developing and supporting new products is complex, expensive and uncertain, and if we fail to accurately predict and understand our customers’ changing needs and emerging technological trends, our business may be harmed. In addition, we may make significant investments to modify new products according to input from our customers who may choose a competitor’s or an internal solution, or cancel their projects. We may not be able to identify new product opportunities successfully, develop and bring to market new products, achieve design wins, ensure when and which design wins actually get released to production, or respond effectively to technological changes or product announcements by our competitors. In addition, we may not be successful in developing or using new technologies or may incorrectly anticipate market demand and develop products that achieve little or no market acceptance. Our pursuit of technological advances may require substantial time and expense and may ultimately prove unsuccessful. Failure in any of these areas may materially and adversely harm our business, financial condition and results of operations.

If we are unable to convert a significant portion of our design wins into revenue, our business, financial condition and results of operations could be materially and adversely impacted.

We continue to secure design wins for new and existing products. Such design wins are necessary for revenue growth. However, many of our design wins may never generate revenues if their end-customer projects are unsuccessful in the market place or the end-customer terminates the project, which may occur for a variety of reasons. Mergers, consolidations or cost reduction activities among our customers may lead to termination of certain projects before the associated design win generates revenue. If design wins do generate revenue, the time lag between the design win and meaningful revenue is typically between six months to greater than eighteen months. If we fail to convert a significant portion of our design wins into substantial revenue, our business, financial condition and results of operations could be materially and adversely impacted. Under current deteriorating global economic

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conditions, our design wins could be delayed even longer than the typical lag period and our eventual revenue could be less than anticipated from products that were introduced within the last eighteen to thirty-six months, which would likely materially and adversely affect our business, financial condition and results of operations.

We have made and in the future may make acquisitions and significant strategic equity investments, which may involve a number of risks. If we are unable to address these risks successfully, such acquisitions and investments could have a materially adverse effect on our business, financial condition and results of operations.

We have undertaken a number of strategic acquisitions and investments recently and may do so from time to time in the future. The risks involved with these acquisitions and investments include:

• the possibility that we may not receive a favorable return on our investment or incur losses from our investment or the original investment may become impaired;

• revenues or synergies could fall below projections or fail to materialize as assumed;

• failure to satisfy or set effective strategic objectives;

• our assumption of known or unknown liabilities or other unanticipated events or circumstances; and

• the diversion of management’s attention from day-to-day operations of the business and the resulting potential disruptions to the ongoing business.

Additional risks involved with acquisitions include:

• difficulties in integrating and managing various operations such as sales, engineering, marketing, and operations;

• difficulties in incorporating or leveraging acquired technologies and intellectual property rights in new products;

• difficulties or delays in the transfer of manufacturing flows and supply chains of products of acquired businesses;

• failure to retain and integrate key personnel;

• failure to retain and maintain relationships with existing customers, distributors, channel partners and other parties;

• failure to manage and operate multiple geographic locations both effectively and efficiently;

• failure to coordinate research and development activities to enhance and develop new products and services in a timely manner that optimize the assets and resources of the combined company;

• difficulties in creating uniform standards, controls (including internal control over financial reporting), procedures, policies and information systems;

• unexpected capital equipment outlays and continuing expenses related to technical and operational integration;

• difficulties in entering markets or retaining current markets in which we have limited or no direct prior experience and where competitors in such markets may have stronger market positions;

• insufficient revenues to offset increased expenses associated with acquisitions;

• under-performance problems with an acquired company;

• issuance of common stock that would dilute our current stockholders’ percentage ownership;

• reduction in liquidity and interest income on lower cash balances;

• recording of goodwill and intangible assets that will be subject to periodic impairment testing and potential impairment charges against our future earnings;

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• incurring amortization expenses related to certain intangible assets;

• the opportunity cost associated with committing capital in such investments;

• incurring large and immediate write-offs; and

• being subject to litigation.

Additional risks involved with strategic equity investments include:

• the possibility of litigation resulting from these types of investments;

• the possibility that we may not receive a financial return on our investments or incur losses from these investments;

• a changed or poorly executed strategic plan; and

• the opportunity cost associated with committing capital in such investments.

We may not address these risks successfully without substantial expense, delay or other operational or financial problems, or at all. Any delays or other such operations or financial problems could adversely impact our business, financial condition and results of operations.

The general state of the U.S. and global economies, as well as our markets, may materially and adversely impact our business, financial condition and results of operations.

Periodic declines or fluctuations in the U.S. dollar, corporate profits, interest rates, capital markets, and inflation, lower spending, the impact of conflicts throughout the world, terrorist acts, natural disasters, volatile energy costs, the outbreak of communicable diseases and other geopolitical factors, have had, and may continue to have, a negative impact on the U.S. and global economies. Our revenue and profitability have generally followed market fluctuations in our industry, which fluctuations have affected the demand for our own and our customers’ products, thus affecting our revenues and profitability. Our customers continue to experience consolidation in their industries which may result in project delays or cancellations. We are unable to predict the strength or duration of current market conditions or the effects of consolidation. Uncertainties in anticipated spending levels or further consolidation may adversely affect our business, financial condition and results of operations.

The complexity of our products may lead to errors, defects and bugs, which could subject us to significant costs or damages and adversely affect market acceptance of our products.

Although we, our customers and our suppliers rigorously test our products, they may contain undetected errors, performance weaknesses, defects or bugs when first introduced or as new versions are released. If any of our products contain production defects, reliability, quality or compatibility problems that are significant to our customers, our reputation may be damaged and customers may be reluctant to continue to buy our products, which could adversely affect our ability to retain and attract new customers. In addition, these defects or bugs could interrupt or delay sales of affected products, which could adversely affect our results of operations.

If defects or bugs are discovered after commencement of commercial production, we may be required to make significant expenditures of capital and other resources to resolve the problems. This could result in significant additional development costs and the diversion of technical and other resources from our other development efforts. We could also incur significant costs to repair or replace defective products or may agree to be liable for certain damages incurred. These costs or damages could have a material adverse effect on our financial condition and results of operations.

We derive a substantial portion of our revenues from distributors, especially from our two primary distributors, Future Electronics Inc. (“Future”), a related party, and Nu Horizons Electronics Corp. (“Nu Horizons”). Our revenues would likely decline significantly if our primary distributors elected not to promote or sell our products or if they elected to cancel, reduce or defer purchases of our products.

Our distributors rely heavily on the availability of short-term capital at reasonable rates to fund their ongoing operations. If this capital is not available, or is only available on onerous terms, certain distributors may not be able to pay for inventory received or we may experience a reduction in orders from these distributors, which would likely cause our revenue to decline and materially and adversely impact our business, financial condition and results of operations.

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Future and Nu Horizons have historically accounted for a significant portion of our revenues, and they are our two primary distributors worldwide. We anticipate that sales of our products to these distributors will continue to account for a significant portion of our revenues. The loss of either Future or Nu Horizons as a distributor, for any reason, or a significant reduction in orders from either of them would materially and adversely affect our operating results, business and financial condition.

Sales to Future and Nu Horizons are made under agreements that provide protection against price reduction for their inventory of our products. As such, we could be exposed to significant liability if the inventory value of the products held by Future and Nu Horizons declined dramatically. Our distributor agreements with Future and Nu Horizons do not contain minimum purchase commitments. As a result, Future and Nu Horizons could cease purchasing our products with short notice or cease distributing these products. In addition, they may defer or cancel orders without penalty, which would likely cause our revenues to decline and materially and adversely impact our business, financial condition and results of operations.

If we are unable to accurately forecast demand for our products, we may be unable to efficiently manage our inventory.

Due to the absence of substantial non-cancelable backlog, we typically plan our production and inventory levels based on customer forecasts, internal evaluation of customer demand and current backlog, which can fluctuate substantially. As a consequence of inaccuracies inherent in forecasting, inventory imbalances periodically occur that result in surplus amounts of some of our products and shortages of others. Such shortages can adversely impact customer relations and surpluses can result in larger-than-desired inventory levels, which can adversely impact our financial position. Due to the unpredictability of global economic conditions and increased difficulty in forecasting demand for our products, we will likely experience an increase in inventory levels.

If our distributors or sales representatives stop selling or fail to successfully promote our products, our business, financial condition and results of operations could be adversely impacted.

We sell many of our products through sales representatives and distributors, many of which sell directly to OEMs, contract manufacturers and end customers. Our non-exclusive distributors and sales representatives may carry our competitors’ products, which could adversely impact or limit sales of our products. Additionally, they could reduce or discontinue sales of our products or may not devote the resources necessary to sell our products in the volumes and within the time frames that we expect. Our agreements with distributors contain limited provisions for return of our products, including stock rotations whereby distributors may return a percentage of their purchases from us based upon a percentage of their most recent three months of shipments. In addition, in certain circumstances upon termination of the distributor relationship, distributors may return some portion of their prior purchases. The loss of business from any of our significant distributors or the delay of significant orders from any of them, even if only temporary, could materially and adversely harm our business, financial conditions and results of operations.

Moreover, we depend on the continued viability and financial resources of these distributors and sales representatives, some of which are small organizations with limited working capital. In turn, these distributors and sales representatives are subject to general economic and semiconductor industry conditions. We believe that our success will continue to depend on these distributors and sales representatives. If some or all of our distributors and sales representatives experience financial difficulties, or otherwise become unable or unwilling to promote and sell our products, our business, financial condition and results of operations could be adversely impacted.

We depend in part on the continued service of our key engineering and management personnel and our ability to identify, hire, incentivize and retain qualified personnel. If we lose key employees or fail to identify, hire, incentivize and retain these individuals, our business, financial condition and results of operations could be materially and adversely impacted.

Our future success depends, in part, on the continued service of our key design engineering, technical, sales, marketing and executive personnel and our ability to identify, hire, motivate and retain other qualified personnel.

Under certain circumstances, including a company acquisition or business downturn, current and prospective employees may experience uncertainty about their future roles with us. Volatility or lack of positive performance in our stock price and the ability to offer equity compensation to as many key employees or in amounts consistent with past practices, as a result of regulations regarding the expensing of equity awards, may also adversely affect our ability to retain key employees, all of whom have been granted equity awards. In addition, competitors may recruit employees, as is common in the high tech sector. If we are unable to retain personnel that are critical to our future operations, we could face disruptions in operations, loss of existing customers, loss of key information, expertise or know-how, and unanticipated additional recruitment and training costs.

Competition for skilled employees having specialized technical capabilities and industry-specific expertise is intense and continues to be a considerable risk inherent in the markets in which we compete. At times competition for such employees has been particularly notable in California and the People’s Republic of China (“PRC”). Further, the PRC historically has different managing principles from Western style management and financial reporting concepts and practices, as well as in modern banking, computer and other control systems, making the successful identification and employment of qualified personnel particularly important, and

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hiring and retaining a sufficient number of such qualified employees may be difficult. As a result of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial data, books of account and records and instituting business practices that meet Western standards, which could negatively affect our business and results of operations.

Our employees are employed at-will, which means that they can terminate their employment at any time. Our international locations are subject to local labor laws, significantly different from U.S. labor laws, which may under certain conditions result in large separation costs upon termination. The failure to recruit and retain, as necessary, key design engineers, technical, sales, marketing and executive personnel could harm our business, financial condition and results of operations.

Occasionally, we enter into agreements that expose us to potential damages that exceed the value of the agreement.

We have given certain customers increased indemnification for product deficiencies that is in excess of our standard limited warranty indemnification and could possibly result in greater costs, in excess of the original contract value. In an attempt to limit this liability, we have purchased an errors and omissions insurance policy to partially offset these potential additional costs; however, our insurance coverage could be insufficient to prevent us from suffering material losses if the indemnification amounts are large enough.

We may be exposed to additional credit risk as a result of the addition of significant direct customers through recent acquisitions.

From time to time one of our customers has contributed more than 10% of our annual net sales. The acquisition of Hifn might result in additional customers, individually, contributing 10% or more of our annual net sales. Substantially all of Hifn’s customers are OEMs, or the manufacturing subcontractors of OEMs, which might result in an increase in concentrated credit risk with respect to our trade receivables.

Any error in our sell-through revenue recognition judgment or estimates could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income.

Sell-through revenue recognition is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data regarding the product, price, quantity, and end customer when products are resold as well as the quantities of our products they still have in stock. We must use estimates and apply judgment to reconcile distributors’ reported inventories to their activities. Any error in our judgment could lead to inaccurate reporting of our net sales, gross profit, deferred income and allowances on sales to distributors and net income.

Because a significant portion of our total assets were, and may again be with future potential acquisitions, represented by goodwill and other intangible assets, which are subject to mandatory annual impairment evaluations, we could be required to write off some or all of our goodwill and other intangible assets, which may adversely impact our financial condition and results of operations.

A significant portion of the purchase price for any business combination may be allocated to identifiable tangible and intangible assets and assumed liabilities based on estimated fair values at the date of consummation. As required by GAAP, the excess purchase price, if any, over the fair value of these assets less liabilities typically would be allocated to goodwill. We evaluate goodwill for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable. We typically conduct our annual analysis of our goodwill in the fourth quarter of our fiscal year. In-process research and development (“IPR&D”) asset is considered an indefinite-lived intangible asset and is not subject to amortization. IPR&D must be tested for impairment annually or more frequently if events or changes in circumstances indicate that the asset might be impaired. The impairment test consists of a comparison of the fair value of the IPR&D with its carrying amount. If the carrying amount of the IPR&D exceeds its fair value, an impairment loss must be recognized in an amount equal to that excess. After an impairment loss is recognized, the adjusted carrying amount of the IPR&D will be its new accounting basis. Subsequent reversal of a previously recognized impairment loss is prohibited. Intangible assets that are subject to amortization are reviewed for impairment on an annual basis or whenever events and changes in circumstances suggest that the carrying amount may not be recoverable.

The assessment of goodwill and other intangible assets impairment is a subjective process. Estimations and assumptions regarding future performance, results of our operations and comparability of our market capitalization and its net book value will be used. Changes in estimates and assumptions could have an adverse impact on our financial conditions and results of operations.

Our business may be adversely impacted if we fail to effectively utilize and incorporate acquired technology.

We have acquired and may in the future acquire intellectual property in order to accelerate our time to market for new products. Acquisitions of intellectual property may involve risks such as successful technical integration into new products, market acceptance of new products and achievement of planned return on investment. Successful technical integration in particular requires a variety of factors which we may not currently have, such as available technical staff with sufficient time to devote to integration, the requisite

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skill sets to understand the acquired technology and the necessary support tools to effectively utilize the technology. The timely and efficient integration of acquired technology may be adversely impacted by inherent design deficiencies or application requirements. The potential failure of or delay in product introduction utilizing acquired intellectual property could lead to an impairment of capitalized intellectual property acquisition costs.

If we are unable to compete effectively with existing or new competitors, we will experience fewer customer orders, reduced revenues, reduced gross margins and lost market share.

We compete in markets that are intensely competitive, and which are subject to both rapid technological change, continued price erosion and changing business terms with regard to risk allocation. Our competitors include many large domestic and foreign companies that have substantially greater financial, technical and management resources, name recognition and leverage than we have. As a result, they may be able to adapt more quickly to new or emerging technologies and changes in customer requirements or to devote greater resources to promote the sale of their products.

We have experienced increased competition at the design stage, where customers evaluate alternative solutions based on a number of factors, including price, performance, product features, technologies, and availability of long-term product supply and/or roadmap guarantee. Additionally, we experience, in some cases, severe pressure on pricing from some of our competitors or on-going cost reduction expectations from customers. Such circumstances may make some of our products unattractive due to price or performance measures and result in losing our design opportunities or causing a decrease in our revenue and margins. Also, competition from new companies in emerging economy countries with significantly lower costs could affect our selling price and gross margins. In addition, if competitors in Asia reduce prices on commodity products, it would adversely affect our ability to compete effectively in that region. Specifically, we have licensed rights to Hangzhou Silan Microelectronics Co. Ltd. and Hangzhou Silan Integrated Circuit Co. Ltd. (collectively “Silan”) in China to market our commodity interface products that could reduce our sales in the future should they become a meaningful competitor. Loss of competitive position could result in price reductions, fewer customer orders, reduced revenues, reduced gross margins and loss of market share, any of which would affect our operating results and financial condition. To the extent that our competitors offer distributors or sales representatives more favorable terms, these distributors and sales representatives may decline to carry, or discontinue carrying, our products. Our business, financial condition and results of operations could be harmed by any failure to maintain and expand our distribution network. Furthermore, many of our existing and potential customers internally develop solutions which attempt to perform all or a portion of the functions performed by our products. To remain competitive, we continue to evaluate our manufacturing operations for opportunities for additional cost savings and technological improvements. If we or our contract partners are unable to successfully implement new process technologies and to achieve volume production of new products at acceptable yields, our operating results and financial condition may be materially and adversely affected. Our future competitive performance depends on a number of factors, including our ability to:

• increase device performance and improve manufacturing yields;

• accurately identify emerging technological trends and demand for product features and performance characteristics;

• develop and maintain competitive and reliable products;

• enhance our products by adding innovative features that differentiate our products from those of our competitors;

• bring products to market on a timely basis at competitive prices;

• respond effectively to new technological changes or new product announcements by others;

• adapt products and processes to technological changes;

• adopt or set emerging industry standards;

• meet changing customer requirements; and

• provide adequate technical service and support.

Our design, development and introduction schedules for new products or enhancements to our existing and future products may not be met. In addition, these products or enhancements may not achieve market acceptance, or we may not be able to sell these products at prices that are favorable.

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Affiliates of Future, Alonim Investments Inc. and two of its affiliates (collectively “Alonim”), own approximately 17% of our common stock, and as such, Alonim is our largest stockholder. This ownership position will allow Future to significantly influence matters requiring stockholders’ approval. Future’s ownership may continue to increase as a percentage of our outstanding shares if we continue to repurchase our common stock. In addition, an executive officer of Future is on our board of directors, which could lead to actual or perceived influence from Future.

An affiliate of Future, our largest distributor, owns a significant percentage of our outstanding shares and Pierre Guilbault, the chief financial officer of Future, is a member of our board of directors. Due to its affiliate’s ownership of a significant percentage of our common stock, Future may be able to exert strong influence over actions requiring the approval of our stockholders, including the election of directors, many types of change of control transactions and amendments to our charter documents. The significant ownership percentage of Future could have the effect of delaying or preventing a change of control or otherwise discouraging a potential acquirer from obtaining control of us. Conversely, by virtue of Future’s percentage ownership of our stock, Future could facilitate a takeover transaction that our board of directors did not approve.

This relationship could also result in actual or perceived attempts to influence management to take actions beneficial to Future which may or may not be beneficial to us or in our best interests. Future could attempt to obtain terms and conditions more favorable than those we would typically provide our distributors because of its relationship with us. Any such actual or perceived preferential treatment could materially and adversely affect our business, financial condition and results of operations.

We depend on third-party subcontractors to manufacture our products. We utilize wafer foundries for processing our wafers and assembly and test subcontractors for manufacturing and testing our packaged products. Any disruption in or loss of subcontractors’ capacity to manufacture our products subjects us to a number of risks, including the potential for an inadequate supply of products and higher materials costs. These risks may lead to delayed product delivery or increased costs, which could materially and adversely impact our business, financial condition and results of operations.

We do not own or operate a semiconductor fabrication facility or a foundry. We utilize various foundries for different processes. Our products are based on Complementary Metal Oxide Semiconductor (“CMOS”) processes, bipolar processes and bipolar-CMOS (“BiCMOS”) processes. Chartered Semiconductor Manufacturing Ltd. (“Chartered”), located in Singapore, manufactures the majority of the CMOS wafers from which our communications and UART products are produced. Episil Technologies, Inc. (“Episil”), located in Taiwan, and Silan, located in China, manufacture the majority of the CMOS and bipolar wafers from which our power and serial products are produced. High Voltage BiCMOS power products are supplied by Polar Semiconductor (MN, USA) and Jazz Semiconductor (CA, USA). All of these foundries produce semiconductors for many other companies (many of which have greater requirements than us), and therefore, we may not have access on a timely basis to sufficient capacity or certain process technologies and we do, from time to time, experience extended lead times on some products. In addition, we rely on our foundries’ continued financial health and ability to continue to invest in smaller geometry manufacturing processes and additional wafer processing capacity.

Many of our new products are designed to take advantage of smaller geometry manufacturing processes. Due to the complexity and increased cost of migrating to smaller geometries as well as process changes, we could experience interruptions in production or significantly reduced yields causing product introduction or delivery delays. If such delays occur, our products may have delayed market acceptance or customers may select our competitors’ products during the design process.

New process technologies or new products can be subject to especially wide variations in manufacturing yields and efficiency. There can be no assurance that our foundries or the foundries of our suppliers will not experience unfavorable yield variances or other manufacturing problems that result in delayed product introduction or delivery delays.

We do not have long-term wafer supply agreements with Chartered that would guarantee wafer quantities, prices, and delivery or lead times, but we do provide minimum purchase commitments to Silan and Episil in accordance with our supply agreements. Subject to any such minimum purchase commitments, these foundries manufacture our products on a purchase order basis. We provide our foundries with rolling forecasts of our production requirements. However, the ability of our foundries to provide wafers is limited by the foundries’ available capacity. There can be no assurance that our third-party foundries will allocate sufficient capacity to satisfy our requirements.

Furthermore, any sudden reduction or elimination of any primary source or sources of fully processed wafers could result in a material delay in the shipment of our products. Any delays or shortages will materially and adversely impact our business, financial condition and operating results.

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In addition, we may not continue to do business with our foundries on terms as favorable as our current terms. Significant risks associated with our reliance on third-party foundries include:

• consolidation in the industry leading to a change in control at key wafer suppliers;

• the lack of assured process technology and wafer supply;

• limited control over quality assurance, manufacturing yields and production costs;

• financial and operating stability of the foundries;

• limited control over delivery schedules;

• limited manufacturing capacity of the foundries; and

• potential misappropriation of our intellectual property.

Our reliance on our wafer foundries and assembly and test subcontractors involves the following risks:

• a manufacturing disruption or sudden reduction or elimination of any existing source or sources of semiconductor manufacturing materials or processes, which might include the potential closure, change of ownership, change in business conditions or relationships, change of management or consolidation by one of our foundries;

• disruption of manufacturing or assembly or test services due to relocation or limited capacity of the foundries or subcontractors;

• inability to obtain or develop technologies needed to manufacture our products;

• extended time required to identify, qualify and transfer to alternative manufacturing sources for existing or new products or the possible inability to obtain an adequate alternative;

• failure of our foundries or subcontractors to obtain raw materials and equipment;

• increasing cost of raw materials and energy resulting in higher wafer or package costs;

• long-term financial and operating stability of the foundries, or their suppliers or subcontractors and their ability to invest in new capabilities and expand capacity to meet increasing demand, to remain solvent, or to obtain financing in tight credit markets;

• continuing measures taken by our suppliers such as reductions in force, pay reductions, forced time off or shut down of production for extended periods of time to reduce and/or control operating expenses in response to weakened and weakening customer demand;

• subcontractors’ inability to transition to smaller package types or new package compositions;

• a sudden, sharp increase in demand for semiconductor devices, which could strain the foundries’ or subcontractors’ manufacturing resources and cause delays in manufacturing and shipment of our products;

• manufacturing quality control or process control issues, including reduced control over manufacturing yields, production schedules and product quality;

• disruption of transportation to and from Asia where most of our foundries and subcontractors are located;

• embargoes or other regulatory limitations affecting the availability of raw materials, equipment or changes in tax laws, tariffs, services and freight rates; and

• compliance with local or international regulatory requirements.

Other additional risks associated with subcontractors include:

• subcontractors imposing higher minimum order quantities for substrates;

• potential increase in assembly and test costs;

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• our board level product volume may not be attractive to preferred manufacturing partners, which could result in higher pricing or having to qualify an alternative vendor;

• difficulties in selecting, qualifying and integrating new subcontractors;

• entry into “take-or-pay” agreements; and

• limited warranties from our subcontractors for products assembled and tested for us.

Our stock price is volatile.

The market price of our common stock has fluctuated significantly to date. In the future, the market price of our common stock could be subject to significant fluctuations due to, among other reasons:

• our anticipated or actual operating results;

• announcements or introductions of new products by us or our competitors;

• technological innovations by us or our competitors;

• loss of or changes to key executives;

• product delays or setbacks by us, our customers or our competitors;

• potential supply disruptions;

• sales channel interruptions;

• concentration of sales among a small number of customers;

• conditions in our customers’ markets and the semiconductor markets;

• the commencement and/or results of litigation;

• changes in estimates of our performance by securities analysts;

• decreases in the value of our investments or long-lived assets, thereby requiring an asset impairment charge against earnings;

• repurchasing shares of our common stock;

• announcements of merger or acquisition transactions; and/or

• general global economic and capital market conditions.

In the past, securities and class action litigation has been brought against companies following periods of volatility in the market prices of their securities. We may be the target of one or more of these class action suits, which could result in significant costs and divert management’s attention, thereby harming our business, results of operations and financial condition.

In addition, at times the stock market has experienced and is currently experiencing extreme price, volume and value fluctuations that affect the market prices of many high technology companies, including semiconductor companies, and that are unrelated or disproportionate to the operating performance of those companies. Any such fluctuations may harm the market price of our common stock.

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Our results of operations could vary as a result of the methods, estimations and judgments we use in applying our accounting policies.

The methods, estimates and judgments we use in applying our accounting policies have a significant impact on our results of operations. Such methods, estimates and judgments are, by their nature, subject to substantial risks, uncertainties, assumptions and changes in rulemaking by the regulatory bodies; and factors may arise over time that lead us to change our methods, estimates, and judgments. Changes in those methods, estimates and judgments could significantly impact our results of operations. Our revenue reporting is highly dependent on receiving pertinent and accurate data from our distributors in a timely fashion. Distributors provide us periodic data regarding the product, price, quantity and end customer when products are resold as well as the quantities of our products they still have in stock. We must use estimates and apply judgment to reconcile distributors’ reported inventories to their activities. Any error in our judgment could lead to inaccurate reporting of our revenues, deferred income and allowances on sales to distributors and net income.

The final determination of our income tax liability may be materially different from our income tax provision, which could have an adverse effect on our results of operations.

Our future effective tax rates may be adversely affected by a number of factors including:

• the jurisdictions in which profits are determined to be earned and taxed;

• the resolution of issues arising from tax audits with various tax authorities;

• changes in the valuation of our deferred tax assets and liabilities;

• adjustments to estimated taxes upon finalization of various tax returns;

• increases in expenses not deductible for tax purposes, including write-offs of acquired in-process research and development and impairment of goodwill in connection with acquisitions;

• changes in available tax credits;

• changes in share-based compensation expense;

• changes in tax laws or the interpretation of such tax laws and changes in generally accepted accounting principles; and/or

• the repatriation of non-U.S. earnings for which we have not previously provided for U.S. taxes.

Any significant increase in our future effective tax rates could adversely impact net income for future periods. In addition, the U.S. Internal Revenue Service (“IRS”) and other tax authorities regularly examine our income tax returns. Our results of operations could be adversely impacted if these assessments or any other assessments resulting from the examination of our income tax returns by the IRS or other taxing authorities are not resolved in our favor.

We have acquired significant Net Operating Loss (“NOL”) carryforwards as a result of our acquisitions. The utilization of acquired NOL carryforwards is subject to the IRS’s complex limitation rules that carry significant burdens of proof. Our eventual ability to utilize our estimated NOL carryforwards is subject to IRS scrutiny and our future results may not benefit as a result of potential unfavorable IRS rulings.

On September 30, 2008, California enacted Assembly Bill 1452 which among other provisions, suspends net operating loss deductions for our fiscal years 2009 and 2010 and extends the carryforward period of any net operating losses not utilized due to such suspension; adopts the federal 20-year net operating loss carryforward period; phases-in the federal two-year net operating loss carryback periods beginning in fiscal year 2012 and limits the utilization of tax credits to 50 percent of a taxpayer’s taxable income. We do not expect any impact to our effective tax rate or tax provision during fiscal year 2010 as the result of this law change.

Our engagement with foreign customers could cause fluctuations in our operating results, which could materially and adversely impact our business, financial condition and results of operations.

International sales have accounted for, and will likely continue to account for a significant portion of our revenues, which subjects us to the following risks, among others:

• changes in regulatory requirements;

• tariffs and other barriers;

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• timing and availability of export or import licenses;

• disruption of services due to political, civil, labor, and economic instability;

• disruption of services due to natural disasters outside the United States;

• disruptions to customer operations outside the United States due to the outbreak of communicable diseases;

• difficulties in accounts receivable collections;

• difficulties in staffing and managing foreign subsidiary and branch operations;

• difficulties in managing sales channel partners;

• difficulties in obtaining governmental approvals for communications and other products;

• limited intellectual property protection;

• foreign currency exchange fluctuations;

• the burden of complying with foreign laws and treaties; and

• potentially adverse tax consequences.

In addition, because sales of our products have been denominated primarily in U.S. dollars, increases in the value of the U.S. dollar as compared with local currencies could make our products more expensive to customers in the local currency of a particular country resulting in pricing pressures on our products. Increased international activity in the future may result in foreign currency denominated sales. Furthermore, because some of our customers’ purchase orders and agreements are governed by foreign laws, we may be limited in our ability, or it may be too costly for us, to enforce our rights under these agreements and to collect damages, if awarded.

Because some of our integrated circuit products have lengthy sales cycles, we may experience substantial delays between incurring expenses related to product development and the revenue derived from these products.

A portion of our revenue is derived from selling integrated circuits to communications equipment vendors. Due to their product development cycle, we have typically experienced at least an eighteen-month time lapse between our initial contact with a customer and realizing volume shipments. We first work with customers to achieve a design win, which may take nine months or longer. Our customers then complete their design, test and evaluation process and begin to ramp-up production, a period which typically lasts an additional nine months. The customers of communications equipment manufacturers may also require a period of time for testing and evaluation, which may cause further delays. As a result, a significant period of time may elapse between our research and development efforts and our realization of revenue, if any, from volume purchasing of our communications products by our customers. Due to the length of the communications equipment vendors’ product development cycle, the risks of project cancellation by our customers, price erosion or volume reduction are common aspects of such engagements.

Our backlog may not result in revenue.

Due to the possibility of customer changes in delivery schedules and quantities actually purchased, cancellation of orders, distributor returns or price reductions, our backlog at any particular date is not necessarily indicative of actual sales for any succeeding period. The still unsettled and weakened economy increases the risk of purchase order cancellations or delays, product returns and price reductions. We may not be able to meet our expected revenue levels or results of operations if there is a reduction in our order backlog for any particular period and we are unable to replace those sales during the same period.

Earthquakes and other natural disasters may damage our facilities or those of our suppliers and customers.

Our corporate headquarters in Fremont, California is located near major earthquake faults that have experienced seismic activity. In addition, some of our customers and suppliers are in locations which may be subject to similar natural disasters. In the event of a major earthquake or other natural disaster near our headquarters, our operations could be disrupted. Similarly, a major earthquake or other natural disaster affecting one or more of our major customers or suppliers could adversely impact the operations of those affected, which could disrupt the supply or sales of our products and harm our business.

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Fixed operating expenses and our practice of ordering materials in anticipation of projected customer demand could make it difficult for us to respond effectively to sudden swings in demand and result in higher than expected costs and excess inventory. Such sudden swings in demand could therefore have a material adverse impact on our business, financial condition and results of operations.

Our operating expenses are relatively fixed in the short to medium term, and therefore, we have limited ability to reduce expenses quickly and sufficiently in response to any revenue shortfall. In addition, we typically plan our production and inventory levels based on forecasts of customer demand, which is highly unpredictable and can fluctuate substantially. From time to time, in response to anticipated long lead times to obtain inventory and materials from our outside suppliers and foundries, we may order materials in advance of anticipated customer demand. This advance ordering may result in excess inventory levels or unanticipated inventory write-downs if expected orders fail to materialize. This incremental cost could have a materially adverse impact on our business, financial condition and results of operations.

We may be unable to protect our intellectual property rights, which could harm our competitive position.

Our ability to compete is affected by our ability to protect our intellectual property rights. We rely on a combination of patents, trademarks, copyrights, mask work registrations, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual property rights. Despite these efforts, we may be unable to protect our proprietary information. Such intellectual property rights may not be recognized or if recognized, may not be commercially feasible to enforce. Moreover, our competitors may independently develop technology that is substantially similar or superior to our technology.

More specifically, our pending patent applications or any future applications may not be approved, and any issued patents may not provide us with competitive advantages or may be challenged by third parties. If challenged, our patents may be found to be invalid or unenforceable, and the patents of others may have an adverse effect on our ability to do business. Furthermore, others may independently develop similar products or processes, duplicate our products or processes or design around any patents that may be issued to us.

We could be required to pay substantial damages or could be subject to various equitable remedies if it were proven that we infringed the intellectual property rights of others.

As a general matter, the semiconductor industry is characterized by ongoing litigation regarding patents and other intellectual property rights. If a third party were to prove that our technology infringed its intellectual property rights, we could be required to pay substantial damages for past infringement and could be required to pay license fees or royalties on future sales of our products. If we were required to pay such license fees whenever we sold our products, such fees could exceed our revenue. In addition, if it was proven that we willfully infringed a third party’s proprietary rights, we could be held liable for three times the amount of the damages that we would otherwise have to pay. Such intellectual property litigation could also require us to:

• stop selling, incorporating or using our products that use the infringed intellectual property;

• obtain a license to make, sell or use the relevant technology from the owner of the infringed intellectual property, which license may not be available on commercially reasonable terms, if at all; and/or

• redesign our products so as not to use the infringed intellectual property, which may not be technically or commercially feasible.

The defense of infringement claims and lawsuits, regardless of their outcome, would likely be expensive and could require a significant portion of management’s time. In addition, rather than litigating an infringement matter, we may determine that it is in our best interests to settle the matter. Terms of a settlement may include the payment of damages and our agreement to license technology in exchange for a license fee and ongoing royalties. These fees could be substantial. If we were required to pay damages or otherwise became subject to such equitable remedies, our business, financial condition and results of operations would suffer. Similarly, if we were required to pay license fees to third parties based on a successful infringement claim brought against us, such fees could exceed our revenue.

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ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

We held our Annual Meeting of Stockholders on September 16, 2009 in Fremont, California. The number of shares issued, outstanding and eligible to vote as of the record date was 43,548,422. The following numbers of votes were cast for the matters indicated:

1. The proposal of election of Directors.

Name	For	Withheld
Izak Bencuya	41,283,201	413,054
Pierre Guilbault	40,765,427	930,828
Brian Hilton	41,249,139	447,116
Richard L. Leza	40,682,191	1,014,064
Gary Meyers	40,788,872	907,383
Juan (Oscar) Rodriguez	40,782,200	914,055
Pedro (Pete) P. Rodriguez	41,246,599	449,656

2. The proposal of ratifying the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 28, 2010.

FOR	41,568,250
AGAINST	103,429
ABSTAIN	24,576

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ITEM 6. EXHIBITS

(a) Exhibits required by Item 601 of Regulation S-K

See the Exhibit Index, which follows the signature page to this Quarterly Report on Form 10-Q.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

		EXAR CORPORATION (Registrant)
November 5, 2009	By	/s/ PEDRO (PETE) P. RODRIGUEZ
		Pedro (Pete) P. Rodriguez Chief Executive Officer, President and Director (On the Registrant’s Behalf and as Principal Executive Officer)

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INDEX TO EXHIBITS

Exhibit Number	Exhibit	Incorporated by Reference
		Form	File No.	Exhibit	Filing Date	Filed Herewith
2.1	Agreement and Plan of Merger, dated as of February 23, 2009, among Exar Corporation, Hybrid Acquisition Corp. and hi/fn, inc.	8-K	0-14225	2.1	02/27/2009
3.1	Amended and Restated Certificate of Incorporation	10-K	0-14225	3.1	6/12/2007
3.2	Amended and Restated Bylaws	8-K	0-14225	3.1	12/10/2007
10.1	Exar Corporation 2006 Equity Incentive Plan Performance Stock Unit Award Agreement					X
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a)					X
31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a)					X
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002					X

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EX-10.1

Exhibit 10.1

EXAR CORPORATION

2006 EQUITY INCENTIVE PLAN

PERFORMANCE STOCK UNIT AWARD AGREEMENT

THIS PERFORMANCE STOCK UNIT AWARD AGREEMENT (this “Agreement”) is dated as of                      by and between Exar Corporation, a Delaware corporation (the “Corporation”), and                              (the “Participant”).

W I T N E S S E T H

WHEREAS, pursuant to the Exar Corporation 2006 Equity Incentive Plan (the “Plan”), the Corporation has granted to the Participant effective as of the date hereof (the “Award Date”), a credit of performance stock units under the Plan (the “Award”), upon the terms and conditions set forth herein and in the Plan.

NOW THEREFORE, in consideration of services rendered and to be rendered by the Participant, and the mutual promises made herein and the mutual benefits to be derived therefrom, the parties agree as follows:

1. Defined Terms. Capitalized terms used herein and not otherwise defined herein shall have the meaning assigned to such terms in the Plan.

2. Grant. Subject to the terms of this Agreement, the Corporation hereby grants to the Participant an Award with respect to an aggregate of                      performance stock units (subject to adjustment as provided in Section 7.1 of the Plan) (the “Stock Units”). As used herein, the term “stock unit” shall mean a non-voting unit of measurement which is deemed for bookkeeping purposes to be equivalent to one outstanding share of the Corporation’s Common Stock (subject to adjustment as provided in Section 7.1 of the Plan) solely for purposes of the Plan and this Agreement. The Stock Units shall be used solely as a device for the determination of the payment to eventually be made to the Participant if such Stock Units vest pursuant to Section 3. The Stock Units shall not be treated as property or as a trust fund of any kind.

3. Vesting. Subject to Section 8 below, the Award shall vest and become nonforfeitable based on the achievement of the performance goals established by the Administrator and set forth on Exhibit A attached hereto for the “Performance Period” identified therein. The number of Stock Units that vest and become payable under this Agreement shall be determined based on the level of results or achievement of targets for the performance goals set forth on Exhibit A and on the time-based vesting requirements set forth therein. Any Stock Units subject to the Award that do not vest in accordance with Exhibit A shall terminate.

4. Continuance of Employment. The vesting schedule requires continued employment or service through each applicable vesting date as a condition to the vesting of the applicable installment of the Award and the rights and benefits under this Agreement. Employment or service for only a portion of the vesting period, even if a substantial portion, will not entitle the Participant to any proportionate vesting or avoid or mitigate a termination of rights and benefits upon or following a termination of employment or services as provided in Section 8 below or under the Plan.

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Nothing contained in this Agreement or the Plan constitutes an employment or service commitment by the Corporation, affects the Participant’s status as an employee at will who is subject to termination without cause, confers upon the Participant any right to remain employed by or in service to the Corporation or any Subsidiary, interferes in any way with the right of the Corporation or any Subsidiary at any time to terminate such employment or services, or affects the right of the Corporation or any Subsidiary to increase or decrease the Participant’s other compensation or benefits. Nothing in this paragraph, however, is intended to adversely affect any independent contractual right of the Participant without his consent thereto.

5. Dividend and Voting Rights.

(a) Limitations on Rights Associated with Units. The Participant shall have no rights as a stockholder of the Corporation, no dividend rights (except as expressly provided in Section 5(b) with respect to Dividend Equivalent Rights) and no voting rights, with respect to the Stock Units and any shares of Common Stock underlying or issuable in respect of such Stock Units until such shares of Common Stock are actually issued to and held of record by the Participant. No adjustments will be made for dividends or other rights of a holder for which the record date is prior to the date of issuance of the stock certificate.

(b) Dividend Equivalent Rights Distributions. As of any date that the Corporation pays an ordinary cash dividend on its Common Stock, the Corporation shall credit the Participant with an additional number of Stock Units equal to (i) the per share cash dividend paid by the Corporation on its Common Stock on such date, multiplied by (ii) the number of Stock Units remaining subject to the Award as of the related dividend payment record date, divided by (iii) the Fair Market Value of a share of Common Stock (as determined under Section 5.6 of the Plan) on the date of payment of such dividend. Any Stock Units credited pursuant to the foregoing provisions of this Section 5(b) shall be subject to the same vesting, payment and other terms, conditions and restrictions as the original Stock Units to which they relate. No crediting of Stock Units shall be made pursuant to this Section 5(b) with respect to any Stock Units which, as of such record date, have either been paid pursuant to Section 7 or terminated pursuant to Section 8.

6. Restrictions on Transfer. Neither the Award, nor any interest therein or amount or shares payable in respect thereof may be sold, assigned, transferred, pledged or otherwise disposed of, alienated or encumbered, either voluntarily or involuntarily. The transfer restrictions in the preceding sentence shall not apply to (a) transfers to the Corporation, or (b) transfers by will or the laws of descent and distribution.

7. Timing and Manner of Payment of Stock Units. On or as soon as practicable after the date on which any of the Stock Units vest pursuant to Exhibit A (and in all events within two and one-half (2 ¹/2) months after such vesting date), or in the case of accelerated vesting of the Award pursuant to Section 7 of the Plan, as soon as administratively practicable after (and in all events within two and one-half (2 ¹ /2) months after) the date of such acceleration event, the Corporation shall deliver to the Participant a number of shares of Common Stock (either by delivering one or more certificates for such shares or by entering such shares in book entry form, as determined by the Corporation in its discretion) equal to the number of Stock Units subject to this Award that vest on the applicable vesting date, unless such Stock Units terminate prior to

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such vesting date pursuant to Section 8. The Corporation’s obligation to deliver shares of Common Stock or otherwise make payment with respect to vested Stock Units is subject to the condition precedent that the Participant or other person entitled under the Plan to receive any shares with respect to the vested Stock Units deliver to the Corporation any representations or other documents or assurances required pursuant to Section 8.1 of the Plan. The Participant shall have no further rights with respect to any Stock Units that are paid or that terminate pursuant to Section 8.

8. Effect of Termination of Employment. The Participant’s Stock Units shall terminate to the extent such units have not become vested prior to the first date the Participant is no longer employed by the Corporation or one of its Subsidiaries, regardless of the reason for the termination of the Participant’s employment with the Corporation or a Subsidiary, whether with or without cause, voluntarily or involuntarily. If any unvested Stock Units are terminated hereunder, such Stock Units shall automatically terminate and be cancelled as of the applicable termination date without payment of any consideration by the Corporation and without any other action by the Participant, or the Participant’s beneficiary or personal representative, as the case may be.

9. Adjustments Upon Specified Events. Upon the occurrence of certain events relating to the Corporation’s stock contemplated by Section 7.1 of the Plan (including, without limitation, an extraordinary cash dividend on such stock), the Administrator shall make adjustments in accordance with such section in the number of Stock Units then outstanding and the number and kind of securities that may be issued in respect of the Award. No such adjustment shall be made with respect to any ordinary cash dividend for which dividend equivalents are credited pursuant to Section 5(b). Furthermore, the Administrator shall adjust the performance measures and performance goals referenced in Section 3 hereof to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any complete or partial liquidation of the Corporation, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Corporation’s earnings, or (4) any other similar special circumstances.

10. Tax Withholding. Subject to Section 8.1 of the Plan, upon any distribution of shares of Common Stock in respect of the Stock Units, the Corporation shall automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then fair market value (with the “fair market value” of such shares determined in accordance with the applicable provisions of the Plan), to satisfy any withholding obligations of the Corporation or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates. In the event that the Corporation cannot legally satisfy such withholding obligations by such reduction of shares, or in the event of a cash payment or any other withholding event in respect of the Stock Units, the Corporation (or a Subsidiary) shall be entitled to require a cash payment by or on behalf of the Participant and/or to deduct from other compensation payable to the Participant any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.

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11. Notices. Any notice to be given under the terms of this Agreement shall be in writing and addressed to the Corporation at its principal office to the attention of the Secretary, and to the Participant at the Participant’s last address reflected on the Corporation’s records, or at such other address as either party may hereafter designate in writing to the other. Any such notice shall be given only when received, but if the Participant is no longer an employee of the Corporation, shall be deemed to have been duly given by the Corporation when enclosed in a properly sealed envelope addressed as aforesaid, registered or certified, and deposited (postage and registry or certification fee prepaid) in a post office or branch post office regularly maintained by the United States Government.

12. Plan. The Award and all rights of the Participant under this Agreement are subject to the terms and conditions of the provisions of the Plan, incorporated herein by reference. The Participant agrees to be bound by the terms of the Plan and this Agreement. The Participant acknowledges having read and understanding the Plan, the Prospectus for the Plan, and this Agreement. Unless otherwise expressly provided in other sections of this Agreement, provisions of the Plan that confer discretionary authority on the Board or the Administrator do not (and shall not be deemed to) create any rights in the Participant unless such rights are expressly set forth herein or are otherwise in the sole discretion of the Board or the Administrator so conferred by appropriate action of the Board or the Administrator under the Plan after the date hereof.

13. Entire Agreement. This Agreement and the Plan together constitute the entire agreement and supersede all prior understandings and agreements, written or oral, of the parties hereto with respect to the subject matter hereof. The Plan and this Agreement may be amended pursuant to Section 8.6 of the Plan. Such amendment must be in writing and signed by the Corporation. The Corporation may, however, unilaterally waive any provision hereof in writing to the extent such waiver does not adversely affect the interests of the Participant hereunder, but no such waiver shall operate as or be construed to be a subsequent waiver of the same provision or a waiver of any other provision hereof.

14. Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Corporation as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Corporation with respect to amounts credited and benefits payable, if any, with respect to the Stock Units, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to Stock Units, as and when payable hereunder.

15. Counterparts. This Agreement may be executed simultaneously in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

16. Section Headings. The section headings of this Agreement are for convenience of reference only and shall not be deemed to alter or affect any provision hereof.

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17. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Delaware without regard to conflict of law principles thereunder.

18. Construction. It is intended that the terms of the Award will not result in the imposition of any tax liability pursuant to Section 409A of the Code. The Agreement shall be construed and interpreted consistent with that intent.

[Remainder of page intentionally left blank]

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IN WITNESS WHEREOF, the Corporation has caused this Agreement to be executed on its behalf by a duly authorized officer and the Participant has hereunto set his or her hand as of the date and year first above written.

EXAR CORPORATION, a Delaware corporation	PARTICIPANT
By:
	Signature
Print Name:
Its:
	Print Name

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EX-31.1

EXHIBIT 31.1

PRINCIPAL EXECUTIVE OFFICER CERTIFICATION

I, Pedro (Pete) P. Rodriguez, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2009

/s/    PEDRO (PETE) P. RODRIGUEZ        

Pedro (Pete) P. Rodriguez

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Kevin Bauer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Exar Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2009

/s/    KEVIN BAUER        

Kevin Bauer

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Pedro (Pete) P. Rodriguez, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Exar Corporation on Form 10-Q for the period ended September 27, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Exar Corporation.

Date: November 5, 2009

/s/    PEDRO (PETE) P. RODRIGUEZ        

Pedro (Pete) P. Rodriguez

Chief Executive Officer, President and Director

(Principal Executive Officer)

EX-32.2

Exhibit 32.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin Bauer, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report of Exar Corporation on Form 10-Q for the period ended September 27, 2009 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and that the information contained in such Quarterly Report on Form 10-Q fairly presents in all material respects the financial condition and results of operations of Exar Corporation.

Date: November 5, 2009

/s/    KEVIN BAUER        

Kevin Bauer

Vice President and Chief Financial Officer

(Principal Financial and Accounting Officer)