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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended July 3, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission file number: 001-31650
 MINDSPEED TECHNOLOGIES, INC.
  Delaware
(State of incorporation)
    
    01-0616769
(I.R.S. Employer
Identification No.)4000 MacArthur Boulevard, East Tower 
Newport Beach, California
(Address of principal executive offices)
    
    92660-3095
(Zip code)
 (949) 579-3000
 þ o
 o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company þ(Do not check if a smaller reporting company)
 Yes o No þ




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FORWARD-LOOKING STATEMENTS
  
    
    the ability of our relationships with network infrastructure original equipment
manufacturers to facilitate early adoption of our products, enhance our ability to obtain
design wins and encourage adoption of our technology in the industry;
 
    
    the growth prospects for the network infrastructure equipment and communications
semiconductors markets, including increased demand for network capacity, the upgrade and
expansion of legacy networks, and the build-out of networks in developing countries;
 
    
    our plans to make substantial investments in research and development and participate
in the formulation of industry standards;
 
    
    our belief that we can maximize our return on our research and development spending by
focusing our investment in what we believe are key high-growth markets;
 
    
    our ability to achieve design wins and convert design wins into revenue;
 
    
    the continuation of intense price and product competition, and the resulting declining
average selling prices for our products;
 
    
    the impact of changes in customer purchasing activities, inventory levels and inventory
management practices;
 
    
    the importance of attracting and retaining highly skilled, dedicated personnel;
 
    
    the challenges of shifting any operations or labor offshore, including the likelihood
of competition in offshore markets for qualified personnel;
 
    
    our ability to achieve revenue growth, regain and sustain profitability and positive
cash flows from operations;
 
    
    our plans to reduce operating expenses, the amount and timing of any such expense
reductions, and its effects on cash flow;
 
    
    our anticipation that we will not pay a dividend in the foreseeable future;
 
    
    the dependence of our operating results on our ability to develop and introduce new
products and enhancements to existing products on a timely basis;
 
    
    the continuation of a trend toward industry consolidation and the effect it could have
on our operating results;
 
    
    our belief that we are benefiting from the increased deployment of internet
protocol-based networks both in new network buildouts worldwide and the replacement of
circuit-switched networks;
  2




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
    
    the sufficiency of our existing sources of liquidity and expected sources of cash to
repay the remaining $10.5 million in senior convertible debt and fund our operations,
research and development efforts, anticipated capital expenditures, working capital and
other financing requirements for the next 12 months;
 
    
    the circumstances under which we may need to seek additional financing, our ability to
obtain any such financing and any consideration of acquisition opportunities;
 
    
    our expectation that our provision for income taxes for fiscal 2009 will principally
consist of income taxes related to our foreign operations;
 
    
    our expectations with respect to our recognition of income tax benefits in the future;
 
    
    our restructuring plans, including timing, expected workforce reductions, the closure
of the Dubai facility, the expected cost savings under our restructuring plans and the uses
of those savings, the timing and amount of payments to complete the actions, the source of
funds for such payments, the impact on our liquidity and the resulting decreases in our
research and development and selling, general and administrative expenses, and the amounts
of future charges to complete our restructuring plans;
 
    
    our beliefs regarding the effect of the disposition of pending or asserted legal
matters and the possibility of future legal matters;
 
    
    our acquisition strategy, the means of financing such a strategy, and the impact of any
past or future acquisitions, including the impact on revenue, margin and profitability;
 
    
    our plans relating to our use of stock-based compensation, the effectiveness of our
incentive compensation programs and the expected amounts of stock-based compensation
expense in future periods;
 
    
    our belief that the financial stability of suppliers is an important consideration in
our customers purchasing decisions;
 
    
    the effects of a downturn in the semiconductor industry and the general economy at
large, including the impact of slower economic activity, an increase in bankruptcy filings,
concerns about inflation and deflation, increased energy costs, decreased consumer
confidence, reduced corporate profits and capital spending, adverse business conditions and
liquidity concerns in the wired and wireless communications markets, recent international
conflicts and terrorist and military activity and the impact of natural disasters and
public health emergencies on our revenue and results of operation;
 
    
    the impact of reductions, delays and cancellation of orders from key customers given
our dependence on a relatively small number of end customers and distributors for a
significant portion of our revenue and our lack of long term purchase commitments;
 
    
    the impact of volatility in the stock market on the market price of our common stock;
 
    
    the impact on our business if we fail to comply with the minimum listing requirements
for continued quotation on the Nasdaq Global Market;
 
    
    the effect of changes in the amount of research coverage of our common stock, changes
in earnings estimates or buy/sell recommendations by analysts and changes in investor
perception of us and the industry in which we operate;
 
    
    the effect of shifts in our product mix and the effect of maturing products;
 
    
    the continued availability and costs of products from our suppliers;
 
    
    the value of our intellectual property, and our ability to continue recognizing
patent-related revenues from the sale or licensing of our intellectual property and our
plans to pursue our current intellectual property strategy;
  3




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
    
    market demand for our new and existing products and our ability to increase our
revenues;
 
    
    our intentions with respect to inventories that were previously written down and the
effects on future demand and market conditions on inventory write-downs;
 
    
    our beliefs regarding the end-markets for sales of products to original equipment
manufacturers and third-party manufacturing service providers in the Asia-Pacific region;
 
    
    our intention to continue to expand our international business activities, including
expansion of design and operations centers abroad;
 
    
    our expectations regarding fluctuations in our growth patterns;
 
    
    competition and the principal competitive factors for semiconductor suppliers,
including time to market, product quality, reliability and performance, customer support,
price and total system cost, new product innovation and compliance with industry standards;
and
 
    
    the impact of recent accounting pronouncements and the adoption of new accounting
standards.
  
    
    cash requirements and terms and availability of financing;
 
    
    future operating losses;
 
    
    worldwide political and economic uncertainties and specific conditions in the markets
we address;
 
    
    fluctuations in the price of our common stock and our operating results;
 
    
    loss of or diminished demand from one or more key customers or distributors;
 
    
    our ability to utilize our net operating loss carryforwards and certain other tax
attributes;
 
    
    our ability to attract and retain qualified personnel;
 
    
    constraints in the supply of wafers and other product components from our third-party
manufacturers;
 
    
    doing business internationally;
 
    
    pricing pressures and other competitive factors;
 
    
    successful development and introduction of new products;
 
    
    our ability to successfully and cost effectively establish and manage operations in
foreign jurisdictions;
 
    
    industry consolidation;
 
    
    order and shipment uncertainty;
 
    
    our ability to obtain design wins and develop revenues from them;
 
    
    lengthy sales cycles;
  4




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
    
    the expense of and our ability to defend our intellectual property against infringement
claims by others;
    
    product defects and bugs; and
 
    
    business acquisitions and investments.
  ® ®
  5




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MINDSPEED TECHNOLOGIES, INC.
 INDEX
 PAGEPART I. FINANCIAL INFORMATIONItem 1. Financial Statements (unaudited):Consolidated Condensed Balance Sheets  July 3, 2009 and October 3, 2008
    
    
    7Consolidated Condensed Statements of Operations  Three Months and Nine Months Ended July 3, 2009 and June 27, 2008
    
    
    8Consolidated Condensed Statements of Cash Flows  Nine Months Ended July 3, 2009 and June 27, 2008
    
    
    9Notes to Consolidated Condensed Financial Statements
    
    
    10Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    38Item 4. Controls and Procedures
    
    
    38PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    39Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    52Item 6. Exhibits
    
    
    53Signature
    
    
    54Exhibit 10.5Exhibit 10.6Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   6




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS
 MINDSPEED TECHNOLOGIES, INC.
 
 Consolidated Condensed Balance Sheets
(unaudited, in thousands, except per share amounts)
 July 3,
    
    
    October 3,2009
    
    
    2008ASSETSCurrent AssetsCash and cash equivalents
    
    $
    11,871
    
    
    $
    43,033Receivables, net of allowance for doubtful
accounts of $144 and $342 at July 3, 2009
and October 3, 2008, respectively
    
    
    8,133
    
    
    
    14,398Inventories
    
    
    11,524
    
    
    
    16,187Prepaid expenses and other current assets
    
    
    2,249
    
    
    
    3,138Total current assets
    
    
    33,777
    
    
    
    76,756Property, plant and equipment, net
    
    
    11,049
    
    
    
    12,600Intangible assets, net
    
    
    
    
    
    
    2,480Goodwill
    
    
    
    
    
    
    2,429License agreements, net
    
    
    6,554
    
    
    
    3,347Other assets
    
    
    2,655
    
    
    
    2,992Total assets
    
    $
    54,035
    
    
    $
    100,604LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable
    
    $
    7,252
    
    
    $
    11,265Deferred income on sales to distributors
    
    
    2,839
    
    
    
    4,869Accrued compensation and benefits
    
    
    4,843
    
    
    
    6,778Restructuring
    
    
    988
    
    
    
    8Convertible senior notes  short term
    
    
    10,459
    
    
    
    Other current liabilities
    
    
    3,332
    
    
    
    3,559Total current liabilities
    
    
    29,713
    
    
    
    26,479Convertible senior notes  long term
    
    
    15,000
    
    
    
    45,648Other liabilities
    
    
    559
    
    
    
    519Total liabilities
    
    
    45,272
    
    
    
    72,646Commitments and contingencies (Note 6)
    
    
    
    
    
    
    Stockholders EquityPreferred stock, $0.01 par value: 25,000
shares authorized; no shares issued or
outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 100,000
shares authorized; 24,011 (July 3, 2009) and
23,852 (October 3, 2008) issued shares
    
    
    240
    
    
    
    239Additional paid-in capital
    
    
    271,646
    
    
    
    269,487Accumulated deficit
    
    
    (248,095
    )
    
    
    (227,043
    )Accumulated other comprehensive loss
    
    
    (15,028
    )
    
    
    (14,725
    )Total stockholders equity
    
    
    8,763
    
    
    
    27,958Total liabilities and stockholders equity
    
    $
    54,035
    
    
    $
    100,604
   7




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MINDSPEED TECHNOLOGIES, INC.
 
 Consolidated Condensed Statements of Operations
(unaudited, in thousands, except per share amounts)
 Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net revenues:Products
    
    $
    32,545
    
    
    $
    38,049
    
    
    $
    86,809
    
    
    $
    105,248Intellectual property
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    4,350Total net revenues
    
    
    32,545
    
    
    
    38,049
    
    
    
    91,809
    
    
    
    109,598Cost of goods sold:Cost of goods sold, excluding
impairments and other charges
    
    
    12,618
    
    
    
    12,510
    
    
    
    33,230
    
    
    
    34,651Asset impairments and other charges
    
    
    
    
    
    
    
    
    
    
    3,667
    
    
    
    Total cost of goods sold
    
    
    12,618
    
    
    
    12,510
    
    
    
    36,897
    
    
    
    34,651Gross margin
    
    
    19,927
    
    
    
    25,539
    
    
    
    54,912
    
    
    
    74,947Operating expenses:Research and development
    
    
    12,097
    
    
    
    14,771
    
    
    
    38,541
    
    
    
    42,193Selling, general and administrative
    
    
    9,880
    
    
    
    11,196
    
    
    
    31,705
    
    
    
    34,376Special charges
    
    
    9
    
    
    
    110
    
    
    
    6,896
    
    
    
    284Total operating expenses
    
    
    21,986
    
    
    
    26,077
    
    
    
    77,142
    
    
    
    76,853Operating loss
    
    
    (2,059
    )
    
    
    (538
    )
    
    
    (22,230
    )
    
    
    (1,906
    )Interest expense
    
    
    (462
    )
    
    
    (563
    )
    
    
    (1,364
    )
    
    
    (1,689
    )Other income (expense), net
    
    
    (285
    )
    
    
    150
    
    
    
    2,931
    
    
    
    125Loss before income taxes
    
    
    (2,806
    )
    
    
    (951
    )
    
    
    (20,663
    )
    
    
    (3,470
    )Provision for income taxes
    
    
    127
    
    
    
    132
    
    
    
    389
    
    
    
    279Net loss
    
    $
    (2,933
    )
    
    $
    (1,083
    )
    
    $
    (21,052
    )
    
    $
    (3,749
    )Net loss per share, basic and diluted
    
    $
    (0.12
    )
    
    $
    (0.05
    )
    
    $
    (0.89
    )
    
    $
    (0.16
    )Weighted-average number of shares
used in per share computation
    
    
    23,619
    
    
    
    23,144
    
    
    
    23,533
    
    
    
    22,981
   8




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MINDSPEED TECHNOLOGIES, INC.
 
 Consolidated Condensed Statements of Cash Flows
(unaudited, in thousands)
 Nine months endedJuly 3,
    
    
    June 27,2009
    
    
    2008Cash Flows From Operating ActivitiesNet loss
    
    $
    (21,052
    )
    
    $
    (3,749
    )Adjustments to reconcile net loss to net cash (used in) / provided by
operating activities, net of effects of acquisitions:Depreciation and amortization
    
    
    4,582
    
    
    
    4,640Asset impairments
    
    
    5,498
    
    
    
    Restructuring charges
    
    
    4,031
    
    
    
    284Stock-based compensation
    
    
    2,196
    
    
    
    4,123Inventory provisions
    
    
    1,279
    
    
    
    (1,188
    )Gain on debt extinguishment
    
    
    (2,880
    )
    
    
    Other non-cash items, net
    
    
    247
    
    
    
    387Changes in assets and liabilities, net of effects of acquisitions:Receivables
    
    
    6,277
    
    
    
    (3,490
    )Inventories
    
    
    3,384
    
    
    
    5,660Accounts payable
    
    
    (4,746
    )
    
    
    2,680Deferred income on sales to distributors
    
    
    (2,030
    )
    
    
    (487
    )Restructuring
    
    
    (2,825
    )
    
    
    (1,599
    )Accrued expenses and other current liabilities
    
    
    (2,615
    )
    
    
    1,931Other
    
    
    1,002
    
    
    
    2,445Net cash (used in) / provided by operating activities
    
    
    (7,652
    )
    
    
    11,637Cash Flows From Investing ActivitiesCapital expenditures
    
    
    (5,932
    )
    
    
    (6,426
    )Acquisition of assets, net of cash acquired
    
    
    
    
    
    
    (1,172
    )Net cash used in investing activities
    
    
    (5,932
    )
    
    
    (7,598
    )Cash Flows From Financing ActivitiesExtinguishment of convertible debt
    
    
    (17,320
    )
    
    
    Debt issuance costs
    
    
    (256
    )
    
    
    Exercise of stock options and warrants
    
    
    
    
    
    
    111Net cash (used in) / provided by financing activities
    
    
    (17,576
    )
    
    
    111Effect of foreign currency exchange rates on cash and cash equivalents
    
    
    (2
    )
    
    
    (48
    )Net (decrease) / increase in cash and cash equivalents
    
    
    (31,162
    )
    
    
    4,102Cash and cash equivalents at beginning of period
    
    
    43,033
    
    
    
    25,796Cash and cash equivalents at end of period
    
    $
    11,871
    
    
    $
    29,898
   9




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MINDSPEED TECHNOLOGIES, INC.
 
 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 1. Basis of Presentation and Significant Accounting Policies
   Basis of Presentation
 Reverse Stock Split
 Liquidity
  10




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Goodwill
 Intangible Assets, Net
 Impairment of Long-Lived Assets
 Fiscal Periods
 Recent Accounting Standards
  11




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,
   12




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Income Taxes
 Concentrations
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Customer A
    
    
    10
    %
    
    
    11
    %
    
    
    15
    %
    
    
    12
    %Customer B
    
    
    18
    %
    
    
    10
    %
    
    
    14
    %
    
    
    7
    %Customer C
    
    
    14
    %
    
    
    20
    %
    
    
    13
    %
    
    
    17
    %Customer D
    
    
    19
    %
    
    
    10
    %
    
    
    12
    %
    
    
    6
    %
  July 3,
    
    
    Oct. 3,2009
    
    
    2008Customer A
    
    
    15
    %
    
    
    9
    %Customer B
    
    
    32
    %
    
    
    7
    %Customer D
    
    
    15
    %
    
    
    3
    %Customer E
    
    
    12
    %
    
    
    11
    %Customer F
    
    
    2
    %
    
    
    20
    %
 Supplemental Cash Flow Information
  13




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2. Supplemental Financial Statement Data
 Inventories
  July 3,
    
    
    October 3,2009
    
    
    2008Work-in-process
    
    $
    3,861
    
    
    $
    8,620Finished goods
    
    
    7,663
    
    
    
    7,567Total inventories
    
    $
    11,524
    
    
    $
    16,187
     Intangible Assets and Goodwill
  Deferred Income on Shipments to Distributors
  July 3,
    
    
    October 3,2009
    
    
    2008Deferred revenue on shipments to distributors
    
    $
    3,149
    
    
    $
    5,387Deferred cost of inventory on shipments to distributors
    
    
    (345
    )
    
    
    (576
    )Reserves
    
    
    35
    
    
    
    58Deferred income on sales to distributors
    
    $
    2,839
    
    
    $
    4,869
  14




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Comprehensive Loss
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Net loss
    
    $
    (2,933
    )
    
    $
    (1,083
    )
    
    $
    (21,052
    )
    
    $
    (3,749
    )Foreign currency translation adjustments
    
    
    331
    
    
    
    22
    
    
    
    (303
    )
    
    
    708Comprehensive loss
    
    $
    (2,602
    )
    
    $
    (1,061
    )
    
    $
    (21,355
    )
    
    $
    (3,041
    )
  Revenues by Category
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Revenues by product lineMultiservice access DSP products
    
    $
    13,642
    
    
    $
    13,748
    
    
    $
    35,212
    
    
    $
    33,205High-performance analog products
    
    
    9,998
    
    
    
    10,921
    
    
    
    28,679
    
    
    
    31,649WAN communications products
    
    
    8,905
    
    
    
    13,380
    
    
    
    22,918
    
    
    
    40,394Total net product revenues
    
    
    32,545
    
    
    
    38,049
    
    
    
    86,809
    
    
    
    105,248Intellectual property
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    4,350Total net revenues
    
    $
    32,545
    
    
    $
    38,049
    
    
    $
    91,809
    
    
    $
    109,598
 Revenues by Geographic Area
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Americas
    
    $
    6,989
    
    
    $
    8,795
    
    
    $
    28,042
    
    
    $
    34,883Asia-Pacific
    
    
    23,192
    
    
    
    24,891
    
    
    
    54,389
    
    
    
    60,728Europe, Middle East and Africa
    
    
    2,364
    
    
    
    4,363
    
    
    
    9,378
    
    
    
    13,987Total net revenues
    
    $
    32,545
    
    
    $
    38,049
    
    
    $
    91,809
    
    
    $
    109,598
  3. Fair Value Measurements
   15




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
    
    Level 1uses unadjusted quoted prices that are available in active markets for
identical assets or liabilities. The Companys Level 1 assets include investments in money
market funds.
 
    
    Level 2uses inputs other than quoted prices included in Level 1 that are either
directly or indirectly observable through correlation with market data. These include
quoted prices for similar assets or liabilities in active markets; quoted prices for
identical or similar assets or liabilities in markets that are not active; and inputs to
valuation models or other pricing methodologies that do not require significant judgment
because the inputs used in the model, such as interest rates and volatility, can be
corroborated by readily observable market data. The Companys Level 2 liabilities include
convertible senior notes.
 
    
    Level 3uses one or more significant inputs that are unobservable and supported by
little or no market activity, and reflect the use of significant management judgment. Level
3 assets and liabilities include those whose fair value measurements are determined using
pricing models, discounted cash flow methodologies or similar valuation techniques and
significant management judgment or estimation. The Company does not have any assets or
liabilities that are valued using inputs identified under a Level 3 hierarchy.
  Quoted Prices inActive Markets
    
    
    Significant Otherfor Identical
    
    
    Observable
    
    
    Total Fair ValueInstruments
    
    
    Inputs
    
    
    asJuly 3, 2009
    
    (Level 1)
    
    
    (Level 2)
    
    
    of July 3, 2009Assets:Cash equivalents
    
    $
    11,871
    
    
    
    
    
    
    $
    11,871Liabilities:Senior convertible debt
    
    
    
    
    
    $
    24,795
    
    
    $
    24,795
 Quoted Prices inActive Markets
    
    
    Significant Otherfor Identical
    
    
    Observable
    
    
    Total Fair ValueInstruments
    
    
    Inputs
    
    
    asOctober 3, 2008
    
    (Level 1)
    
    
    (Level 2)
    
    
    of July 3, 2009Assets:Cash equivalents
    
    $
    43,033
    
    
    
    
    
    
    $
    43,033Liabilities:Senior convertible debt
    
    
    
    
    
    $
    41,161
    
    
    $
    41,161
  July 3, 2009
    
    
    October 3, 2008Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairAmount
    
    
    Value
    
    
    Amount
    
    
    ValueAssets:Cash equivalents
    
    $
    11,871
    
    
    $
    11,871
    
    
    $
    43,033
    
    
    $
    43,033Liabilities:Senior convertible debt
    
    $
    25,459
    
    
    $
    24,795
    
    
    $
    46,000
    
    
    $
    41,161
 4. Stock-Based Compensation
     16




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##### Table of Contents



Nine months endedJuly 3,
    
    
    June 27,2009
    
    
    2008Weighted-average fair value of options granted
    
    $
    1.07
    
    
    $
    2.15Weighted-average assumptions:Expected option life
    
    2.8 years
    
    
    3.3 yearsRisk-free interest rate
    
    
    1.4
    %
    
    
    2.6
    %Expected volatility
    
    
    87
    %
    
    
    65
    %Dividend yield
    
    
    
    
    
    
    
   Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Cost of goods sold
    
    $
    18
    
    
    $
    43
    
    
    $
    67
    
    
    $
    121Research and development
    
    
    211
    
    
    
    450
    
    
    
    651
    
    
    
    1,762Selling, general and administrative
    
    
    473
    
    
    
    603
    
    
    
    1,478
    
    
    
    2,240Total stock-based compensation expense
    
    $
    702
    
    
    $
    1,096
    
    
    $
    2,196
    
    
    $
    4,123
 Stock Compensation Plans
    17




---



##### Table of Contents



Stock Option Awards
   Weighted-AverageNumber
    
    
    Weighted-Average
    
    
    Remainingof Shares
    
    
    Exercise Price
    
    
    Contractual TermOutstanding at October 3, 2008
    
    
    3,528
    
    
    $
    10.50
    
    
    3.7 yearsGranted
    
    
    1,282
    
    
    $
    1.97Exercised
    
    
    
    
    
    $
    Forfeited or expired
    
    
    (1,639
    )
    
    $
    11.51Outstanding at July 3, 2009
    
    
    3,171
    
    
    $
    6.53
    
    
    5.2 yearsExercisable at end of period
    
    
    1,358
    
    
    $
    11.44
    
    
    2.7 years
  Restricted Stock Awards
   18




---



##### Table of Contents



Weighted-Number
    
    
    Averageof
    
    
    Grant DateShares
    
    
    Fair ValueNonvested shares at October 3, 2008
    
    
    682
    
    
    $
    6.69Granted
    
    
    208
    
    
    $
    1.84Vested
    
    
    (418
    )
    
    $
    5.98Forfeited
    
    
    (43
    )
    
    $
    6.99Nonvested shares at July 3, 2009
    
    
    429
    
    
    $
    4.50
  5. Revolving Credit Facility and Convertible Senior Notes
 Revolving Credit Facility
  3.75% Convertible Senior Notes due 2009
   6.50% Convertible Senior Notes due 2013
  6. Commitments and Contingencies
    19




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##### Table of Contents



7. Asset Impairments and Other Charges
    8. Special Charges
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,2009
    
    
    2008
    
    
    2009
    
    
    2008Asset impairments
    
    $
    
    
    
    $
    
    
    
    $
    2,865
    
    
    $
    Restructuring charges
    
    
    9
    
    
    
    110
    
    
    
    4,031
    
    
    
    284Total special charges
    
    $
    9
    
    
    $
    110
    
    
    $
    6,896
    
    
    $
    284
 Asset Impairments
    20




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##### Table of Contents



Restructuring Charges
 Mindspeed Second Quarter Fiscal 2009 Restructuring Plan
  Workforce
    
    
    FacilityReductions
    
    
    Other
    
    
    TotalCharged to costs and expenses
    
    $
    1,047
    
    
    $
    87
    
    
    $
    1,134Cash payments
    
    
    (839
    )
    
    
    
    
    
    
    (839
    )Non-cash charges
    
    
    
    
    
    
    (87
    )
    
    
    (87
    )Restructuring balance, July 3, 2009
    
    $
    208
    
    
    $
    
    
    
    $
    208
   21




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##### Table of Contents



indspeed First Quarter Fiscal 2009 Restructuring Plan
  Workforce
    
    
    FacilityReductions
    
    
    and Other
    
    
    TotalCharged to costs and expenses
    
    $
    2,405
    
    
    $
    368
    
    
    $
    2,773Cash payments
    
    
    (1,823
    )
    
    
    (143
    )
    
    
    (1,966
    )Non-cash charges
    
    
    (3
    )
    
    
    (92
    )
    
    
    (95
    )Restructuring balance, July 3, 2009
    
    $
    579
    
    
    $
    133
    
    
    $
    712
  Mindspeed Restructuring Plans
  9. Related Party Transactions
  10.
Subsequent Events
   22




---



##### Table of Contents



ITEM 2.
    
    MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
  Overview
  Trends and Factors Affecting Our Business
     23




---



##### Table of Contents



Critical Accounting Policies and Estimates
  Inventories
 Impairment of Long-Lived Assets 
  24




---



##### Table of Contents



Revenue Recognition
      25




---



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Stock Based Compensation
 Deferred Income Taxes
 Fair Value Measurements Adoption of SFAS 157 Fair Value Measurements,
 Recent Accounting Pronouncements
   26




---



##### Table of Contents



,
  27




---



##### Table of Contents



Results of Operations
 Net Revenues
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    
    
    
    
    June 27,
    
    
    July 3,
    
    
    
    
    
    
    June 27,($ in millions)
    
    2009
    
    
    Change
    
    
    2008
    
    
    2009
    
    
    Change
    
    
    2008Multiservice access DSP products
    
    $
    13.6
    
    
    
    (1
    %)
    
    $
    13.8
    
    
    $
    35.2
    
    
    
    6
    %
    
    $
    33.2High-performance analog products
    
    
    10.0
    
    
    
    (8
    %)
    
    
    10.9
    
    
    
    28.7
    
    
    
    (9
    %)
    
    
    31.6WAN communications products
    
    
    8.9
    
    
    
    (33
    %)
    
    
    13.4
    
    
    
    22.9
    
    
    
    (43
    %)
    
    
    40.4Intellectual property
    
    
    
    
    
    
    0
    %
    
    
    
    
    
    
    5.0
    
    
    
    14
    %
    
    
    4.4Net revenues
    
    $
    32.5
    
    
    
    (14
    %)
    
    $
    38.1
    
    
    $
    91.8
    
    
    
    (16
    %)
    
    $
    109.6
    28




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Gross Margin
 Three months ended
    
    
    Nine months endedJuly 3,
    
    
    
    
    
    
    June 27,
    
    
    July 3,
    
    
    
    
    
    
    June 27,($ in millions)
    
    2009
    
    
    Change
    
    
    2008
    
    
    2009
    
    
    Change
    
    
    2008Gross margin
    
    $
    19.9
    
    
    
    (22
    %)
    
    $
    25.5
    
    
    $
    54.9
    
    
    
    (27
    %)
    
    $
    74.9Percent of net revenues
    
    
    61
    %
    
    
    
    
    
    
    67
    %
    
    
    60
    %
    
    
    
    
    
    
    68
    %
        29




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##### Table of Contents



Research and Development
 Three months ended
    
    
    Nine months endedJuly 3,
    
    
    
    
    
    
    June 27,
    
    
    July 3,
    
    
    
    
    
    
    June 27,($ in millions)
    
    2009
    
    
    Change
    
    
    2008
    
    
    2009
    
    
    Change
    
    
    2008Research and development
    
    $
    12.1
    
    
    
    (18
    %)
    
    $
    14.8
    
    
    $
    38.5
    
    
    
    (9
    %)
    
    $
    42.2Percent of net revenues
    
    
    37
    %
    
    
    
    
    
    
    39
    %
    
    
    42
    %
    
    
    
    
    
    
    38
    %
   Selling, General and Administrative
 Three months ended
    
    
    Nine months endedJuly 3,
    
    
    
    
    
    
    June 27,
    
    
    July 3,
    
    
    
    
    
    
    June 27,($ in millions)
    
    
    
    
    
    2009
    
    
    Change
    
    
    2008
    
    
    2009
    
    
    Change
    
    
    2008Selling, general and administrative
    
    
    
    
    
    $
    9.9
    
    
    
    (12
    %)
    
    $
    11.2
    
    
    $
    31.7
    
    
    
    (8
    %)
    
    $
    34.4Percent of net revenues
    
    
    
    
    
    
    30
    %
    
    
    
    
    
    
    29
    %
    
    
    35
    %
    
    
    
    
    
    
    31
    %
    30




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Special Charges
  Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,($ in millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Asset impairments
    
    $
    
    
    
    $
    
    
    
    $
    2.9
    
    
    $
    Restructuring charges
    
    
    
    
    
    
    0.1
    
    
    
    4.0
    
    
    
    0.3Total special charges
    
    $
    
    
    
    $
    0.1
    
    
    $
    6.9
    
    
    $
    0.3
 Asset Impairments
  Restructuring Charges
 Mindspeed Second Quarter Fiscal 2009 Restructuring Plan
  Workforce
    
    
    FacilityReductions
    
    
    Other
    
    
    TotalCharged to costs and expenses
    
    $
    1,047
    
    
    $
    87
    
    
    $
    1,134Cash payments
    
    
    (839
    )
    
    
    
    
    
    
    (839
    )Non-cash charges
    
    
    
    
    
    
    (87
    )
    
    
    (87
    )Restructuring balance, July 3, 2009
    
    $
    208
    
    
    $
    
    
    
    $
    208
  31




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##### Table of Contents



Mindspeed First Quarter Fiscal 2009 Restructuring Plan
  Workforce
    
    
    FacilityReductions
    
    
    and Other
    
    
    TotalCharged to costs and expenses
    
    $
    2,405
    
    
    $
    368
    
    
    $
    2,773Cash payments
    
    
    (1,823
    )
    
    
    (143
    )
    
    
    (1,966
    )Non-cash charges
    
    
    (3
    )
    
    
    (92
    )
    
    
    (95
    )Restructuring balance, July 3, 2009
    
    $
    579
    
    
    $
    133
    
    
    $
    712
  Mindspeed Restructuring Plans
  Interest Expense
 Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,($ in millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Interest expense
    
    $
    0.5
    
    
    $
    0.6
    
    
    $
    1.4
    
    
    $
    1.7
  Other Income (Expense), Net
 Three months ended
    
    
    Nine months endedJuly 3,
    
    
    June 27,
    
    
    July 3,
    
    
    June 27,($ in millions)
    
    2009
    
    
    2008
    
    
    2009
    
    
    2008Other income (expense), net
    
    $
    (0.3
    )
    
    $
    0.2
    
    
    $
    2.9
    
    
    $
    0.1
    32




---



##### Table of Contents



Provision for Income Taxes
  Liquidity and Capital Resources
      Revolving Credit Facility and Convertible Senior Notes
 Revolving Credit Facility
   33




---



##### Table of Contents



3.75% Convertible Senior Notes due 2009
       34




---



##### Table of Contents



6.50% Convertible Senior Notes due 2013
      Conexant Warrant
   35




---



##### Table of Contents



Liquidity
     36




---



##### Table of Contents



Off-Balance Sheet Arrangements
   37




---



##### Table of Contents



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Interest Rate Risk
   Foreign Exchange Risk
   
 ITEM 4. CONTROLS AND PROCEDURES
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Control over Financial Reporting
   38




---



##### Table of Contents



PART II. OTHER INFORMATION
 
 ITEM 1A. RISK FACTORS
   We have substantial cash requirements to fund our operations, research and development efforts and
capital expenditures. Our capital resources are limited and capital needed for our business may
not be available when we need it.
  We have incurred operating losses in the past and we may incur losses in future periods.
    39




---



##### Table of Contents



Our operating results may be adversely impacted by worldwide political and economic uncertainties
and specific conditions in the markets we address, including the cyclical nature of and volatility
in the semiconductor industry. As a result, the market price of our common stock may decline.
   The price of our common stock may fluctuate significantly.
  
    
    our operating and financial performance and prospects, including our ability to regain
and sustain the profitability we achieved in the fourth quarter of fiscal 2008;
 
    
    the depth and liquidity of the market for our common stock which can impact, among
other things, the volatility of our stock price and the availability of market participants
to borrow shares;
 
    
    investor perception of us and the industry in which we operate;
 
    
    the level of research coverage of our common stock;
  40




---



##### Table of Contents




    
    changes in earnings estimates or buy/sell recommendations by analysts;
 
    
    general financial and other market conditions; and
 
    
    domestic and international economic conditions.
  Our operating results are subject to substantial quarterly and annual fluctuations.
  
    
    changes in end-user demand for the products manufactured and sold by our customers;
 
    
    the effects of competitive pricing pressures, including decreases in average selling
prices of our products;
 
    
    the gain or loss of significant customers;
 
    
    market acceptance of our products and our customers products;
 
    
    our ability to develop, introduce, market and support new products and technologies on
a timely basis;
 
    
    intellectual property disputes;
 
    
    the timing of receipt, reduction or cancellation of significant orders by customers;
 
    
    fluctuations in the levels of component inventories held by our customers and changes
in our customers inventory management practices;
 
    
    shifts in our product mix and the effect of maturing products;
 
    
    availability and cost of products from our suppliers;
 
    
    the timing and extent of product development costs;
 
    
    new product and technology introductions by us or our competitors;
 
    
    fluctuations in manufacturing yields; and
 
    
    significant warranty claims, including those not covered by our suppliers.
   41




---



##### Table of Contents



The loss of one or more key customers or distributors, or the diminished demand for our products
from a key customer could significantly reduce our revenues and profits.
  We may not be able to attract and retain qualified personnel necessary for the design,
development, sale and support of our products. Our success could be negatively affected if key
personnel leave.
    We are entirely dependent upon third parties for the manufacture of our products and are
vulnerable to their capacity constraints during times of increasing demand for semiconductor
products.
   
    
    the lack of assured supply, potential shortages and higher prices;
 
    
    increased lead times;
 
    
    limited control over delivery schedules, manufacturing yields, production costs and
product quality; and
 
    
    the unavailability of, or delays in obtaining, products or access to key process
technologies.
  42




---



##### Table of Contents



We are subject to the risks of doing business internationally.
  
    
    currency exchange rate fluctuations;
 
    
    local economic and political conditions;
 
    
    disruptions of capital and trading markets;
  43




---



##### Table of Contents




    
    accounts receivable collection and longer payment cycles;
 
    
    wage inflation;
 
    
    difficulties in staffing and managing foreign operations;
 
    
    potential hostilities and changes in diplomatic and trade relationships;
 
    
    restrictive governmental actions (such as restrictions on the transfer or repatriation
of funds and trade protection measures, including export duties and quotas and customs
duties and tariffs);
 
    
    changes in legal or regulatory requirements;
 
    
    difficulty in obtaining distribution and support;
 
    
    the laws and policies of the U.S. and other countries affecting trade, foreign
investment and loans and import or export licensing requirements;
 
    
    environmental laws and regulations governing, among other things, air emissions,
wastewater discharges, the use, handling and disposal of hazardous substances and wastes,
soil and groundwater contamination and employee health and safety;
 
    
    tax laws;
 
    
    limitations on our ability under local laws to protect our intellectual property;
 
    
    cultural differences in the conduct of business; and
 
    
    natural disasters, acts of terrorism and war.
   We are subject to intense competition.
   44




---



##### Table of Contents




    
    stronger financial position and liquidity;
    
    longer presence in key markets;
 
    
    greater name recognition;
 
    
    more secure supply chain;
 
    
    access to larger customer bases; and
 
    
    significantly greater sales and marketing, manufacturing, distribution, technical and
other resources.
   Our success depends on our ability to develop competitive new products in a timely manner and keep
abreast of the rapid technological changes in our market.
   
    
    our ability to anticipate customer and market requirements and changes in technology
and industry standards;
 
    
    our ability to accurately define new products;
 
    
    our ability to complete development of new products, and bring our products to market,
on a timely basis;
 
    
    our ability to differentiate our products from offerings of our competitors; and
 
    
    overall market acceptance of our products.
   45




---



##### Table of Contents



Industry consolidation may harm our operating results.
  Uncertainties involving the ordering and shipment of our products could adversely affect our
business.
   If network infrastructure OEMs do not design our products into their equipment, we will be unable
to sell those products. Moreover, a design win from a customer does not guarantee future sales to
that customer.
   46




---



##### Table of Contents



Because of the lengthy sales cycles of many of our products, we may incur significant expenses
before we generate any revenues related to those products.
  We may be subject to claims, or we may be required to defend and indemnify customers against
claims, of infringement of third-party intellectual property rights or demands that we, or our
customers, license third-party technology, which could result in significant expense.
   
    
    pay substantial damages for past, present and future use of the infringing technology;
 
    
    cease the manufacture, use or sale of infringing products;
 
    
    discontinue the use of infringing technology;
 
    
    expend significant resources to develop non-infringing technology;
 
    
    pay substantial damages to our customers or end users to discontinue use or replace
infringing technology with non-infringing technology;
 
    
    license technology from the third party claiming infringement, which license may not be
available on commercially reasonable terms, or at all; or
 
    
    relinquish intellectual property rights associated with one or more of our patent
claims, if such claims are held invalid or otherwise unenforceable.
   47




---



##### Table of Contents



If we are not successful in protecting our intellectual property rights, it may harm our ability
to compete.
  
    
    the steps we take to prevent misappropriation or infringement of our intellectual
property may not be successful;
 
    
    any existing or future patents may be challenged, invalidated or circumvented; or
 
    
    the measures described above may not provide meaningful protection.
  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.
   We may make business acquisitions or investments, which involve significant risk.
  
    
    issuances of equity securities dilutive to our existing stockholders;
 
    
    substantial cash payments;
 
    
    the incurrence of substantial debt and assumption of unknown liabilities;
 
    
    large one-time write-offs;
 
    
    amortization expenses related to intangible assets;
 
    
    ability to use our net operating loss carryforwards;
  48




---



##### Table of Contents




    
    the diversion of managements attention from other business concerns; and
 
    
    the potential loss of key employees, customers and suppliers of the acquired business.
   Our ability to utilize our net operating loss carryforwards and certain other tax attributes
may be limited.
  Our results of operations could vary as a result of the methods, estimates and judgments we use in
applying our accounting policies.
  Substantial sales of the shares of our common stock issuable upon conversion of our convertible
senior notes or exercise of the warrant issued to Conexant could adversely affect our stock price
or our ability to raise additional financing in the public capital markets.
   49




---



##### Table of Contents



Antidilution and other provisions in the warrant issued to Conexant may also adversely affect our
stock price or our ability to raise additional financing.
   Some of our directors and executive officers may have potential conflicts of interest because of
their positions with Conexant or their ownership of Conexant common stock.
    Provisions in our organizational documents and rights plan and Delaware law will make it more
difficult for someone to acquire control of us.
  
    
    the division of our board of directors into three classes to be elected on a staggered
basis, one class each year;
 
    
    the exclusive responsibility of the board of directors to fill vacancies on the board
of directors;
 
    
    the ability of our board of directors to issue shares of our preferred stock in one or
more series without further authorization of our stockholders;
 
    
    a prohibition on stockholder action by written consent;
 
    
    a requirement that stockholders provide advance notice of any stockholder nominations
of directors or any proposal of new business to be considered at any meeting of
stockholders;
 
    
    a requirement that a supermajority vote be obtained to remove a director for cause or
to amend or repeal certain provisions of our restated certificate of incorporation or
amended and restated bylaws;
  50




---



##### Table of Contents




    
    elimination of the right of stockholders to call a special meeting of stockholders; and
 
    
    a fair price provision.
    51




---



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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 Issuer Purchases of Equity Securities
 Maximum Number (orTotal Number of
    
    
    Approximate DollarShares (or Units)
    
    
    Value) of Shares (orTotal Number of
    
    
    Average Price
    
    
    Purchased as Part of
    
    
    Units) that May Yet BeShares (or Units)
    
    
    Paid per Share
    
    
    Publicly Announced
    
    
    Purchased Under thePurchased
    
    
    (or Unit)
    
    
    Plans or Programs
    
    
    Plans or ProgramsApril 4, 2009 to May 1, 2009
    
    
    5,662
    (a)
    
    $
    2.12
    
    
    
    
    
    
    
    May 2, 2009 to May 29, 2009
    
    
    709
    (a)
    
    $
    1.85
    
    
    
    
    
    
    
    May 30, 2009 to June 3, 2009
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    6,371
    
    
    $
    2.09
    
    
    
    
    
    
    
    
 
 (a)
    
    Represents shares of our common stock withheld from, or delivered by, employees in
order to satisfy minimum applicable tax withholding obligations in connection with the vesting of
restricted stock. These repurchases were not made pursuant to any publicly announced plan
or program.  52




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##### Table of Contents



ITEM 6. EXHIBITS
 3.1
    
    
    Restated Certificate of Incorporation of the Registrant, filed as Exhibit 4.1 to the Registrants
Registration Statement on Form S-3 (Registration Statement No. 333-106146), is incorporated herein
by reference.3.2
    
    
    Certificate of Amendment to the Restated Certificate of Incorporation of the Registrant, filed as
Exhibit 3.1 to the Registrants Current Report on Form 8-K dated July 1, 2008, is incorporated
herein by reference.3.3
    
    
    Amended and Restated Bylaws of the Registrant, filed as Exhibit 3.2 to the Registrants Annual
Report on Form 10-K for the year ended September 30, 2005, is incorporated herein by reference.4.1
    
    
    Specimen Certificate for the Registrants Common Stock, par value $.01 per share, filed as Exhibit
4.1 to the Registrants Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2008,
is incorporated herein by reference.4.2
    
    
    Rights Agreement dated as of June 26, 2003, by and between the Registrant and Mellon Investor
Services LLC, as Rights Agent, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
dated July 1, 2003, is incorporated herein by reference.4.3
    
    
    First Amendment to Rights Agreement, dated as of December 6, 2004, by and between the Registrant
and Mellon Investor Services LLC, filed as Exhibit 4.4 to the Registrants Current Report on Form
8-K dated December 2, 2004, is incorporated herein by reference.4.4
    
    
    Second Amendment to Rights Agreement, dated as of June 16, 2008, by and between the Registrant and
Mellon Investor Services LLC, filed as Exhibit 4.1 to the Registrants Current Report on Form 8-K
dated June 11, 2008, is incorporated herein by reference.4.5
    
    
    Common Stock Purchase Warrant dated June 27, 2003, issued by the Registrant to Conexant Systems,
Inc., filed as Exhibit 4.5 to the Registrants Registration Statement on Form S-3 (Registration
Statement No. 333-109523), is incorporated herein by reference.4.6
    
    
    Registration Rights Agreement dated as of June 27, 2003 by and between the Registrant and Conexant
Systems, Inc., filed as Exhibit 4.6 to the Registrants Registration Statement on Form S-3
(Registration Statement No. 333-109523), is incorporated herein by reference.4.7
    
    
    Indenture, dated as of December 8, 2004, between the Registrant and Wells Fargo Bank, N.A., filed
as Exhibit 4.1 to the Registrants Current Report on Form 8-K dated December 2, 2004, is
incorporated herein by reference.4.8
    
    
    Form of 3.75% Convertible Senior Notes due 2009, attached as Exhibit A to the Indenture (Exhibit
4.7 hereto), is incorporated herein by reference.4.9
    
    
    Indenture, dated as of August 1, 2008, between the Registrant and Wells Fargo Bank, N.A., filed as
Exhibit 4.1 to the Registrants Current Report on Form 8-K dated August 4, 2008, is incorporated
herein by reference.4.10
    
    
    Form of 6.50% Convertible Senior Notes due 2013, attached as Exhibit A to the Indenture (Exhibit
4.9 hereto), is incorporated herein by reference.* 10.1
    
    
    Confidential Severance and General Release Agreement, effective as of April 3, 2009, by and
between Preetinder S. Virk and the Registrant, filed as Exhibit 10.1 to the Registrants Quarterly
Report on Form 10-Q for the quarter ended April 3, 2009, is incorporated herein by reference.*10.2
    
    
    Stock Option Terms and Conditions under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives
Plan, filed as Exhibit 10.3 to the Registrants Quarterly Report on Form 10-Q for the quarter
ended April 3, 2009, is incorporated herein by reference.*10.3
    
    
    Form of Stock Option Award under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan,
filed as Exhibit 99(d)(2) to the Registrants Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on April 10, 2009, is incorporated herein by reference.*10.4
    
    
    Form of Stock Option Award under the Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan,
filed as Exhibit 99(d)(5) to the Registrants Tender Offer Statement on Schedule TO filed with the
Securities and Exchange Commission on April 10, 2009, is incorporated herein by reference.*10.5
    
    
    Form of Employment Agreement of the Registrant.*10.6
    
    
    Schedule identifying parties to and terms of agreements with the Registrant substantially
identical to the form of Employment Agreement filed as Exhibit 10.9 to the Registrants Annual
Report on Form 10-K for the year ended October 3, 2008.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management contract or compensatory plan or arrangement.
    
    Certain confidential portions of this exhibit have been omitted pursuant to an order granting
confidential treatment. Omitted portions have been filed separately with the Securities and
Exchange Commission.  53




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##### Table of Contents



SIGNATURE
  MINDSPEED TECHNOLOGIES, INC.
(Registrant)Date: August 10, 2009
    By:
    /s/Bret W. JohnsenSenior Vice President, Chief Financial Officer and
Treasurer 
(principal financial and accounting officer)  54




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##### Table of Contents



EXHIBIT INDEX
 10.5
    
    
    Form of Employment Agreement of the Registrant.10.6
    
    
    Schedule identifying parties to and terms of agreements with the Registrant substantially
identical to the form of Employment Agreement filed as Exhibit 10.9 to the Registrants Annual
Report on Form 10-K for the year ended October 3, 2008.31.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  55