<PAGE>   1
================================================================================

                                  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 DECEMBER 31, 1999

                                       OR

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


                        COMMISSION FILE NUMBER: 000-24923


                             CONEXANT SYSTEMS, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


         DELAWARE                                       25-1799439
------------------------                    ------------------------------------
(State of incorporation)                    (I.R.S. Employer Identification No.)


                               4311 JAMBOREE ROAD
                      NEWPORT BEACH, CALIFORNIA 92660-3095
--------------------------------------------------------------------------------
               (Address of principal executive offices) (Zip code)


                                 (949) 483-4600
--------------------------------------------------------------------------------
              (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 [ ]


Registrant's number of shares of common stock outstanding as of February 4, 2000
was 202,571,118.

================================================================================

<PAGE>   2

                             CONEXANT SYSTEMS, INC.

                                      INDEX

<TABLE>
<CAPTION>
                                                                                PAGE
                                                                                ----
<S>         <C>                                                                 <C>
PART I.     FINANCIAL INFORMATION

Item 1.     Financial Statements (unaudited):

            Consolidated Condensed Balance Sheets -- December 31, 1999 and
              September 30, 1999                                                  3

            Consolidated Condensed Statements of Operations -- Three Months
              Ended December 31, 1999 and 1998                                    4

            Consolidated Condensed Statements of Cash Flows -- Three Months
              Ended December 31, 1999 and 1998                                    5

            Notes to Consolidated Condensed Financial Statements                  6

Item 2.     Management's Discussion and Analysis of Financial Condition and
              Results of Operations                                              11

Item 3.     Quantitative and Qualitative Disclosures About Market Risk           14

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                                    15

Item 2.     Changes in Securities                                                16

Item 5.     Other Information                                                    16

Item 6.     Exhibits and Reports on Form 8-K                                     17

            Signatures                                                           18
</TABLE>


                                       2


<PAGE>   3

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS


                             CONEXANT SYSTEMS, INC.

                      CONSOLIDATED CONDENSED BALANCE SHEETS
               (unaudited, in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,       SEPTEMBER 30,
                                                                       1999                1999
                                                                    -----------        ------------
<S>                                                                 <C>                <C>
                                     ASSETS

Current assets:
  Cash and cash equivalents                                         $   277,516        $   398,516
  Receivables, net of allowances of $6,545 and
    $9,658 at December 31 and September 30, 1999                        286,508            238,940
  Inventories, net                                                      222,712            224,477
  Deferred income taxes                                                  81,860             81,860
  Other current assets                                                   63,866             35,381
                                                                    -----------        -----------
          Total current assets                                          932,462            979,174

Property, plant and equipment, net                                      759,166            723,013
Intangible assets, net                                                   51,437             47,824
Other assets                                                            244,479             91,939
                                                                    -----------        -----------
          Total assets                                              $ 1,987,544        $ 1,841,950
                                                                    ===========        ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
  Accounts payable                                                  $   224,509        $   265,151
  Deferred revenue on shipments to distributors                          29,170             21,027
  Accrued compensation and benefits                                      70,808             48,530
  Other current liabilities                                              30,176             40,013
                                                                    -----------        -----------
          Total current liabilities                                     354,663            374,721

Convertible subordinated notes                                          350,000            350,000
Other long-term liabilities                                              99,371             82,076
                                                                    -----------        -----------
          Total liabilities                                             804,034            806,797
                                                                    -----------        -----------

Commitments and contingencies                                                --                 --

Shareholders' equity:
  Preferred and junior preferred stock (no par value, 25,000
     shares authorized, no shares issued or outstanding)                     --                 --
  Common stock ($1.00 par value, 500,000 shares authorized;
     198,118 and 196,387 outstanding at December 31
     and September 30, 1999, respectively)                              198,128            196,387
  Additional paid-in capital                                            836,820            769,563
  Retained earnings                                                     121,883             70,052
  Accumulated other comprehensive income                                 29,468                149
  Treasury stock, at cost                                                  (528)                --
  Unearned compensation                                                  (2,261)              (998)
                                                                    -----------        -----------
          Total shareholders' equity                                  1,183,510          1,035,153
                                                                    -----------        -----------
          Total liabilities and shareholders' equity                $ 1,987,544        $ 1,841,950
                                                                    ===========        ===========
</TABLE>

            See notes to consolidated condensed financial statements.


                                       3

<PAGE>   4

                             CONEXANT SYSTEMS, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS
               (unaudited, in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                             DECEMBER 31,
                                                      -------------------------
                                                        1999             1998
                                                      ---------       ---------
<S>                                                   <C>             <C>
Net revenues                                          $ 509,963       $ 294,678
Cost of goods sold                                      277,446         216,754
                                                      ---------       ---------

Gross margin                                            232,517          77,924

Operating expenses:
  Research and development                               88,477          71,109
  Selling, general and administrative                    68,168          64,016
  Amortization of intangibles                             2,405           2,064
  Special charges -- Rockwell retained assets                --          20,000
  Special charges -- other                                   --          17,906
                                                      ---------       ---------
          Total operating expenses                      159,050         175,095
                                                      ---------       ---------

Operating income (loss)                                  73,467         (97,171)

Other income, net                                           578            (143)
                                                      ---------       ---------
Income (loss) before provision
  (benefit) for income taxes                             74,045         (97,314)

Provision (benefit) for income taxes                     22,214         (40,191)
                                                      ---------       ---------

Net income (loss)                                     $  51,831       $ (57,123)
                                                      =========       =========

Net income per share:
  Basic                                               $    0.26
                                                      =========
  Diluted                                             $    0.24
                                                      =========

Number of shares used in per share computation:
  Basic                                                 196,715
                                                      =========
  Diluted                                               228,974
                                                      =========
</TABLE>


            See notes to consolidated condensed financial statements.


                                       4

<PAGE>   5

                             CONEXANT SYSTEMS, INC.

                 CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                            (unaudited, in thousands)

<TABLE>
<CAPTION>
                                                                    THREE MONTHS ENDED
                                                                        DECEMBER 31,
                                                                --------------------------
                                                                   1999             1998
                                                                ---------        ---------
<S>                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                               $  51,831        $ (57,123)

Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
  Depreciation and amortization                                    46,762           51,764
  Deferred income taxes                                                --           11,564
  Amortization of deferred compensation--restricted stock             449               --
  Special charges -- Rockwell retained assets                          --           20,000
  Special charges -- other                                             --           17,906
  Changes in assets and liabilities:
     Receivables                                                  (47,568)          30,606
     Inventories                                                    1,765           58,876
     Accounts payable                                             (40,642)         (58,048)
     Accrued expenses and other current liabilities                30,535           16,771
     Other                                                         16,692          (35,310)
                                                                ---------        ---------

  Net cash provided by operating activities                        59,824           57,006
                                                                ---------        ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures                                              (84,656)         (14,845)
Investments in and advances to businesses                        (105,498)              --
                                                                ---------        ---------

  Net cash used in investing activities                          (190,154)         (14,845)
                                                                ---------        ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of debt                                                       --             (725)
Net transfers to Rockwell                                              --          (42,154)
Proceeds from exercise of stock options                             9,330               --
                                                                ---------        ---------

  Net cash provided by (used in) financing activities               9,330          (42,879)
                                                                ---------        ---------

Net decrease in cash and cash equivalents                        (121,000)            (718)

Cash and cash equivalents at beginning of period                  398,516           14,000
                                                                ---------        ---------

Cash and cash equivalents at end of period                      $ 277,516        $  13,282
                                                                =========        =========
</TABLE>

            See notes to consolidated condensed financial statements.


                                       5

<PAGE>   6

                             CONEXANT SYSTEMS, INC.

              NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.  BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

On December 31, 1998, Conexant Systems, Inc. (formerly named Rockwell
Semiconductor Systems, Inc.) (the "Company" or "Conexant"), became an
independent, separately traded, publicly-held company when Rockwell
International Corporation ("Rockwell") spun off its semiconductor systems
business ("Semiconductor Systems") by means of a distribution (the
"Distribution") of all the outstanding shares of common stock of the Company to
the shareholders of Rockwell in a tax-free spin-off. In the Distribution, each
Rockwell shareholder of record on December 11, 1998 received one share of
Conexant common stock, along with an associated preferred share purchase right,
for every two shares of Rockwell common stock (prior to the effect of Conexant's
October 1999 stock split).

The unaudited consolidated condensed financial statements through the date of
the Distribution present the historical financial position, results of
operations, and cash flows of Semiconductor Systems, as it was spun off, and
exclude the assets, liabilities, and results of operations of non-semiconductor
businesses retained by Rockwell. The financial statements prior to the
Distribution are not necessarily indicative of what the financial position,
results of operations, or cash flows would have been had Conexant been an
independent public company during such periods. Financial data included in the
accompanying unaudited consolidated condensed financial statements for periods
subsequent to the Distribution have been prepared on a basis that reflects the
historical assets, liabilities, and operations of the business contributed to
Conexant by Rockwell.

Prior to the Distribution, Rockwell provided certain management services that
were allocated based on sales in proportion to total Rockwell sales. Rockwell
continues to provide certain services to the Company (primarily research and
development activities) under the terms of a transition agreement. Costs for
these services and programs are billed to Conexant based on actual usage and are
included in Conexant's unaudited consolidated condensed statements of
operations. Management believes that the methods of billing these costs are
reasonable and that the costs charged to Conexant are approximately those which
would have been incurred on a stand-alone basis.

In the opinion of management, the accompanying consolidated condensed financial
statements contain all adjustments, consisting of adjustments of a normal
recurring nature, as well as the special charges recorded in the first quarter
of 1999 (see Note 2), necessary to present fairly the financial position,
results of operations, and cash flows of Conexant. The results of operations for
interim periods are not necessarily indicative of the results that may be
expected for a full year. These statements should be read in conjunction with
the consolidated financial statements and notes thereto included in the
Company's Annual Report on Form 10-K for the fiscal year ended September 30,
1999.

FISCAL PERIODS

For presentation purposes, references made to the quarter ended December 31,
1998 relate to the actual fiscal 1999 first quarter ended January 1, 1999, as
previously reported.

STOCK SPLIT

Common share and per common share amounts for all periods presented have been
restated to reflect the two-for-one stock split (in the form of a dividend)
effected on October 29, 1999 for shareholders of record as of September 24,
1999.

RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform with the current
period presentation.

RECENT ACCOUNTING STANDARDS

In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133 ("SFAS 133"), "Accounting for Derivative
Instruments and Hedging Activities" which establishes accounting and reporting
standards for derivative instruments, including certain derivative instruments
embedded in other contracts, and for hedging activities. When adopted, SFAS 133
will require the Company to record all derivatives as an asset or liability in
the balance sheet, measured at fair value. Derivatives that are not hedges must
be adjusted to fair value through income. If the derivative is a hedge,
depending on the nature of the hedge, changes in fair value of derivatives will
either offset against the change in fair value of the hedged assets,
liabilities, or firm commitments through earnings, or be recognized in other
comprehensive income until the hedged item is recognized in earnings. The


                                       6

<PAGE>   7

change in a derivative's fair value related to the ineffective portion of a
hedge, if any, will generally be immediately recognized in earnings.
Implementation of SFAS 133 is required as of the beginning of fiscal year 2001
and is not expected to have a material effect on the Company's financial
position or results of operations.

2.  SPECIAL CHARGES

ROCKWELL RETAINED ASSETS: Prior to the Distribution, the Company distributed its
wafer fabrication facilities in Colorado Springs, Colorado (and the related tax
benefit) to Rockwell. The transition agreement with Rockwell provided for the
lease of the Colorado Springs facilities by Conexant through April 30, 1999,
pursuant to a triple-net lease under which Conexant paid all costs of the
facilities. In the first fiscal quarter of 1999, Conexant recorded a special
charge for an additional asset impairment of $20 million for the Colorado
Springs wafer fabrication facilities as a result of Rockwell's decision to
further write-down the facilities, which were retained by Rockwell as part of
the spin-off. This non-cash charge was required to be reported in the Company's
last fiscal quarter as a subsidiary of Rockwell.

OTHER: In the fourth fiscal quarter of 1998, Conexant restructured its business
and recorded special charges of $147 million. In the first fiscal quarter of
1999, Conexant recorded additional special charges of $18 million. The
additional charges include $17 million relating to the Voluntary Early
Retirement Program (VERP) and $1 million relating to decommissioning equipment,
activities at foreign subsidiaries, and contract cancellations at the Colorado
Springs wafer fabrication facilities. The restructuring actions are
substantially complete.

3.  COMPREHENSIVE INCOME (LOSS)

Comprehensive income (loss) for the three months ended December 31, 1999 and
1998 is as follows:

<TABLE>
<CAPTION>

                                                     THREE MONTHS ENDED
                                                        DECEMBER 31,
                                                  ------------------------
                                                    1999            1998
                                                  --------        --------
<S>                                               <C>             <C>
Net income (loss)                                 $ 51,831        $(57,123)

Other comprehensive income:
  Foreign currency translation adjustments           2,207          (3,845)
  Unrealized gains on marketable securities         43,856           1,726
  Income taxes                                     (16,744)             --
                                                  --------        --------
    Other comprehensive income (loss)               29,319          (2,119)
                                                  --------        --------

Comprehensive income (loss)                       $ 81,150        $(59,242)
                                                  ========        ========
</TABLE>

Accumulated other comprehensive income consists of the following:

<TABLE>
<CAPTION>
                                                          AS OF
                                               ----------------------------
                                               DECEMBER 31,   SEPTEMBER 30,
                                                  1999            1999
                                               -----------    -------------
<S>                                             <C>             <C>
Unrealized gains on marketable securities       $ 43,856        $     --
Foreign currency translation adjustments           2,356             149
Income taxes                                     (16,744)             --
                                                --------        --------
Accumulated other comprehensive income          $ 29,468        $    149
                                                ========        ========
</TABLE>

4.  NET INCOME (LOSS) PER SHARE

Prior to the December 31, 1998 spin-off of Conexant from Rockwell, Conexant was
not an independent company. Consequently, for periods prior to the spin-off, net
income (loss) per share is not presented and pro forma net loss per share
(computed as if the spin-off had occurred on October 1, 1998) is shown below.
The number of pro forma weighted average shares outstanding used in the
computation of pro forma net loss per share for the quarter ended December 31,
1998 was based upon the weighted average number of Rockwell shares and share
equivalents outstanding during the period, adjusted for the distribution ratio
of one share of the Company's common stock for every two shares of Rockwell
common stock and for the effect of Conexant's October 1999 two-for-one stock
split. These pro forma results are not indicative of future results.


                                       7

<PAGE>   8

Pro forma basic and diluted loss per share for the quarter ended December 31,
1998 is as follows (in thousands, except per share data):

                                                     THREE MONTHS ENDED
                                                     DECEMBER 31, 1998
                                                     -----------------
Net loss                                                 $(57,123)
Pro forma basic and diluted net loss per share           $  (0.30)
Pro forma basic and diluted weighted average
   common shares outstanding                              189,870


The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                        THREE MONTHS ENDED
                                                                           DECEMBER 31,
                                                                    -------------------------
                                                                                    PRO FORMA
                                                                       1999            1998
                                                                    ---------       ---------
<S>                                                                 <C>             <C>
Income:
Net income (loss) available to common shareholders - basic          $  51,831       $ (57,123)
Interest expense on convertible subordinated notes,
  net of tax                                                            2,299              --
                                                                    ---------       ---------
Net income (loss) available to common shareholders - diluted        $  54,130       $ (57,123)
                                                                    =========       =========

Shares:
Weighted-average shares outstanding - basic                           196,715         189,870

Effect of dilutive securities:
  Stock options                                                        16,791              --
  Restricted stock                                                        315              --
  Convertible subordinated notes                                       15,153              --
                                                                    ---------       ---------

Weighted-average shares outstanding - diluted                         228,974         189,870
                                                                    =========       =========

Net income (loss) per share:
  Basic                                                             $    0.26       $   (0.30)
                                                                    =========       =========

  Diluted                                                           $    0.24       $   (0.30)
                                                                    =========       =========
</TABLE>

The effect of common share equivalents outstanding for the three months ended
December 31, 1998 was not included in the computation of pro forma diluted loss
per share as their effect was antidilutive.


5.  INVENTORIES

Inventories, net consist of the following (in thousands):

                                                 DECEMBER 31,     SEPTEMBER 30,
                                                     1999             1999
                                                 ------------     -------------
Raw materials, parts, and supplies                $ 35,362          $ 29,998
Work-in-process                                    137,131           160,781
Finished goods                                      50,219            33,698
                                                  --------          --------
Inventories, net                                  $222,712          $224,477
                                                  ========          ========



6.  CONTINGENT LIABILITIES

Claims have been asserted against Conexant for utilizing the intellectual
property rights of others in certain of the Company's products. The resolution
of these matters may entail the negotiation of a license agreement, a
settlement, or the resolution of such claims through arbitration or litigation.

On October 14, 1997, Brent Townshend ("Townshend") filed suit against Rockwell
and Conexant in the Superior Court of California for San Mateo County seeking an
injunction to halt the sale of products containing Conexant's K56Flex(TM)
chipsets and requesting unspecified damages, claiming that Conexant had engaged
in unfair competition, misappropriation of trade secrets, breach of contract and
breach of confidence by using technical information allegedly disclosed in
confidence by Mr. Townshend to accelerate its


                                       8

<PAGE>   9

development of 56 Kbps modem technology. In January 1999, Townshend dismissed
his State Court action and re-filed the same claims and three new claims for
patent infringement in the U.S. District Court for the Northern District of
California. In the Federal action, Townshend alleges that each of his patents
(the "Townshend Patents") covers certain aspects of the V.90 standard and are
infringed by Conexant's 56 Kbps products. In the Federal action, Townshend seeks
injunctive relief, compensatory damages, restitution and exemplary and punitive
damages. Townshend and 3Com Corporation had publicly announced that 3Com was the
exclusive licensee for the Townshend Patents and acted as Townshend's agent in
sublicensing the Townshend Patents to third parties. More recently, Townshend
and 3Com publicly announced that Townshend has reacquired exclusive control over
the licensing and enforcement of the patents as well as other ownership rights,
while 3Com retained a non-exclusive license to practice the Townshend
inventions. Conexant has filed its answer to Townshend and counterclaims against
Townshend and claims against 3Com. Conexant is vigorously defending its position
that it independently developed the 56 Kbps modem technology using entirely its
own skills and public domain information and will vigorously contest the
infringement claims and the validity of the asserted patents.

Various other lawsuits, claims and proceedings have been or may be instituted or
asserted against Rockwell or Conexant or their respective subsidiaries,
including those pertaining to product liability, intellectual property,
environmental, safety and health, and employment matters.

In connection with the Distribution, Conexant assumed responsibility for all
contingent liabilities and current and future litigation (including
environmental and intellectual property proceedings) against Rockwell or its
subsidiaries in respect of Semiconductor Systems.

The outcome of litigation cannot be predicted with certainty and some lawsuits,
claims or proceedings may be disposed of unfavorably to Conexant. Many
intellectual property disputes have a risk of injunctive relief and there can be
no assurance that a license will be granted. Injunctive relief could have a
material adverse effect on the financial condition or results of operations of
Conexant. Based on its evaluation of matters which are pending or asserted and
taking into account Conexant's reserves for such matters, management of Conexant
believes the disposition of such matters will not have a material adverse effect
on the financial condition or results of operations of Conexant.

7.  ACQUISITIONS

In November 1999, Conexant acquired Istari Design Inc. ("Istari"), a provider of
consulting and contract engineering services for communication systems design
and implementation. The Company intends for Istari to be integrated with its
product development organizations. Aggregate consideration for the acquisition
was $6.0 million, paid in the form of $0.4 million cash and 100,506 shares of
Conexant common stock. The transaction was recorded under the purchase method of
accounting.

In December 1999, Conexant entered into an agreement to acquire Maker
Communications, Inc. ("Maker"), a fabless semiconductor company that develops
and markets high-performance programmable network processors, software
solutions, and development tools. Under the agreement, Conexant will issue 0.66
of a share of Conexant common stock in exchange for each share of Maker common
stock. The transaction is subject to customary regulatory approvals and the
approval of Maker's shareholders and, although there can be no assurance, is
expected to be completed during the quarter ending March 31, 2000. Holders of
approximately 35% of Maker's outstanding common stock have executed agreements
to vote their shares in favor of the transaction. The total value of the
consideration for the acquisition of Maker is approximately $957.1 million,
based on the closing price of Conexant common stock on December 17, 1999 of
$69.625. The acquisition of Maker will be recorded under the purchase method of
accounting.

In October 1999, Conexant entered into a $150 million strategic agreement with a
vendor under which Conexant will receive foundry capacity to support its future
growth. As part of the agreement, Conexant advanced $75 million to the vendor
and will advance an additional $75 million to the vendor in fiscal 2001.

8.  SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid for interest, net of amounts capitalized, for the three months ended
December 31, 1999 was $6.4 million. Cash paid for income taxes for the three
months ended December 31, 1999 was approximately $9.5 million. For the three
months ended December 31, 1998, all interest and income tax payments were made
by Rockwell.

Significant noncash transactions during the three months ended December 31, 1999
include income tax benefits of approximately $52.7 million resulting from
employee stock transactions which were credited to additional capital. During
the three months ended


                                       9

<PAGE>   10

December 31, 1998, Conexant transferred its wafer fabrication facilities in
Colorado Springs, Colorado (and the related tax benefit) with a book value of
approximately $59 million to Rockwell as well as certain other tax benefits of
$25 million related to a litigation matter.


9.  SUBSEQUENT EVENTS

ACQUISITIONS

In January 2000, Conexant acquired Microcosm Communications Limited
("Microcosm"), a technology leader in the field of high-speed integrated
circuits for fiber optic communications located in Bristol, England. The
purchase price was approximately $129 million, subject to a holdback of
approximately $18 million to pay contingent indemnification obligations. The
closing payment was made by delivery of 1,523,430 shares of common stock to the
shareholders of Microcosm and 94,078 stock options to the option holders of
Microcosm. Certain shareholders and option holders of Microcosm could receive
additional consideration of up to approximately $52 million, payable in the form
of shares of common stock and stock options, if certain performance and
technology goals are achieved.

Also in January 2000, Conexant acquired the wireless broadband business unit of
Oak Technology, Inc. located in Bristol, England through the acquisition of all
outstanding ordinary shares of its wholly-owned subsidiary, Oak Technology Ltd.
and certain assets related to that business. The purchase price was
approximately $25 million, paid in a combination of 293,794 shares of Conexant
common stock and $5 million in cash.

In connection with these acquisitions, Conexant granted the sellers certain
registration rights. The acquisitions of Microcosm and the wireless broadband
business unit of Oak Technology, Inc. will each be recorded under the purchase
method of accounting.

CONVERTIBLE SUBORDINATED NOTES

In February 2000, Conexant completed a private offering of $650 million
principal amount of its 4% Convertible Subordinated Notes due 2007 for net
proceeds (after costs of issuance) of approximately $632 million. The notes are
general unsecured obligations of Conexant and interest on the notes is payable
in arrears semiannually on each February 1 and August 1. The notes are
convertible, at the option of the holder, into shares of the Company's common
stock at a conversion price of $108 per share, subject to certain adjustments.
The notes may be redeemed, at Conexant's option, on or after February 6, 2003 at
a declining premium to par.


                                       10

<PAGE>   11

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

        This information should be read in conjunction with the unaudited
consolidated condensed financial statements and the notes thereto included in
this Quarterly Report, and the audited consolidated financial statements and
notes thereto and Management's Discussion and Analysis of Financial Condition
and Results of Operations contained in the Company's Annual Report on Form 10-K
for the year ended September 30, 1999.

        The results of operations for the periods prior to the January 1, 1999
spin-off from Rockwell reflect the Company's operations as a subsidiary of
Rockwell. The results of operations subsequent to that date reflect the
Company's operations as a stand-alone entity. The results of operations for
periods when the Company was a subsidiary of Rockwell may not be indicative of
the results of operations of the Company had it been a stand-alone entity during
such periods.

RESULTS OF OPERATIONS

        The following table summarizes the net revenues of the Company's five
product platforms (dollars in thousands):

                                       THREE MONTHS ENDED DECEMBER 31,
                                  -----------------------------------------
                                        1999                    1998
                                  -----------------      ------------------
Personal Computing                $190,096      38%      $152,277       52%
Network Access                     118,547      23         41,727       14
Wireless Communications            103,018      20         45,214       15
Digital Infotainment                67,126      13         39,444       13
Personal Imaging                    31,176       6         16,016        6
                                  ---------    ---       --------      ---
          Totals                  $509,963     100%      $294,678      100%
                                  ========     ===       ========      ===

        NET REVENUES: Net revenues of $510.0 million for the first quarter of
fiscal 2000, compared to $294.7 million for the first quarter of fiscal 1999,
included revenue growth in each of the Company's product platforms. The
"expansion platform" products (all products excluding the Personal Computing
products) continue to be the Company's fastest-growing products.

        Net revenues for Personal Computing increased by 25% for the first
quarter of fiscal 2000 over the first quarter of fiscal 1999. The increase
principally reflects increasing unit volume in PC-based dial-up modems, led by
the Company's V.90 software modem, partially offset by lower average selling
prices and the ongoing shift toward lower priced products.

        Net revenues for the Network Access product platform increased 184% for
the first quarter of fiscal 2000 over the first quarter of fiscal 1999 as demand
continued to be fueled by the ongoing global upgrading of the Internet
infrastructure. Shipments of the AnyPort multi-service access product family had
significant growth as networking original equipment manufacturers continued
their deployment of IP gateways. Revenue growth among the Company's broadband
access portfolio, including symmetrical and asymmetrical digital subscriber line
products, resulted from continued strong demand from a broad customer base of
DSL access multiplexer and customer premise equipment manufacturers. Finally,
the Company's WAN transport portfolio had significant growth as the result of
the strong demand in the T/E framers, ATM, and SONET product portfolios.

        Within the Wireless Communications platform, net revenues increased 128%
for the first quarter of fiscal 2000 compared to the first quarter of fiscal
1999. Demand for digital cellular handsets remains strong worldwide. There was
continued growth in shipments of power amplifiers and radio frequency subsystems
used in both CDMA and GSM digital cellular handsets, along with substantial
growth in DSS chipsets for digital cordless telephone applications.

        For our Digital Infotainment platform, net revenues increased 70% for
the first quarter of fiscal 2000 over the first quarter of fiscal 1999. The
revenue growth reflects solid demand for PCI and side-port video decoders (for
"TV in the PC" applications), satellite set-top box tuners and demodulators, and
back-channel telephony solutions.

        Net revenues for Personal Imaging increased 95% for first quarter of
fiscal 2000 over the first quarter of fiscal 1999. The increase was mainly due
to record unit shipments of fax modems and facsimile engines to leading office
equipment OEMs and increased penetration of the expanding multifunction
peripheral market. In addition, revenues for the first quarter of fiscal 1999
were affected by the economic recession in the Asia-Pacific markets during that
period.

        GROSS MARGIN: Gross margin was $232.5 million (46% of net revenues) for
the first quarter of fiscal 2000, compared to $77.9 million (26% of net
revenues) for the similar period in fiscal 1999. The gross margins achieved in
the first quarter of fiscal 2000


                                       11


<PAGE>   12

reflect better product mix, and higher factory utilization at our wafer
fabrication facilities. In addition, gross margin for the first quarter of
fiscal 1999 was adversely affected by unusually high inventory costs which
resulted from low manufacturing capacity utilization during the preceding four
months.

        RESEARCH AND DEVELOPMENT: Research and development expenses were $88.5
million for the first quarter of fiscal 2000, compared to $71.1 million for the
first quarter of fiscal 1999. The first quarter of fiscal 1999 reflects certain
cost-cutting actions taken in the fourth quarter of fiscal 1998, including
headcount reductions, design center closures, and certain project cancellations.
The increase in expenses for the fiscal 2000 first quarter reflects higher
engineering headcount and related costs associated with the Company's refocused
efforts to develop technology to expand its product portfolio.

        SELLING, GENERAL, AND ADMINISTRATIVE: Selling, general, and
administrative expenses were $68.2 million (13% of sales) for the first quarter
of fiscal 2000 compared to $64.0 million (22% of sales) for the first quarter of
fiscal 1999. The change reflects the Company's increased investment in its sales
and marketing organizations, partially offset by lower spending for advertising
and purchased services. The Company also incurred higher compensation and
related expenses in the fiscal 2000 first quarter, principally reflecting the
development of corporate infrastructure to support Conexant's recent and
anticipated future growth.

        SPECIAL CHARGES - ROCKWELL RETAINED ASSETS: In the first quarter of
fiscal 1999, Conexant recorded a special charge for an additional asset
impairment of $20 million for the Colorado Springs wafer fabrication facilities
as a result of Rockwell's decision to further write-down the facilities, which
were retained by Rockwell as part of the spin-off. This non-cash charge was
required to be reported in the Company's last fiscal quarter as a subsidiary of
Rockwell.

        SPECIAL CHARGES - OTHER: In the first fiscal quarter of 1999, Conexant
recorded additional special charges of approximately $18 million. The additional
charges include approximately $17 million relating to a voluntary early
retirement program and $1 million relating to decommissioning equipment,
activities at foreign subsidiaries, and contract cancellations at the Colorado
Springs wafer fabrication facilities.

        OTHER INCOME, NET: Other income, net was $0.6 million for the first
quarter of fiscal 2000, compared to net expenses of $0.1 million for the similar
period in fiscal 1999. Other income for the first quarter of fiscal 2000
reflects increased interest income resulting from higher invested cash balances,
partially offset by the interest expense on the $350 million convertible notes.

        PROVISION (BENEFIT) FOR INCOME TAXES: The income tax provision for the
first quarter of fiscal 2000 was $22.2 million (approximately 30% of pretax
income). In the similar period of fiscal 1999, an income tax benefit of $40.2
million was recorded due to a loss from operations. The tax rate reflects the
positive impact of various tax credits available to the Company, including state
tax credits and federal research and experimentation tax credits. However, the
Company's book effective tax rate will increase in the second quarter of fiscal
2000 as a result of nondeductible amortization of goodwill resulting from the
recently completed acquisitions of Microcosm and the wireless broadband business
unit of Oak Technology Inc., and from the pending acquisition of Maker
Communications, Inc.

LIQUIDITY AND CAPITAL RESOURCES

        Cash provided by operating activities was $59.8 million for the first
quarter of fiscal 2000, compared to cash provided by operating activities of
$57.0 million for the similar period in fiscal 1999. Operating cash flows
reflect the Company's net income of $51.8 million and noncash charges of $47.2
million, offset by net working capital increases of approximately $39.2 million.
The working capital increases include a $47.6 million increase in receivables
principally due to increased sales and a $40.6 million decrease in accounts
payable due to the timing of vendor payments. These amounts were partially
offset by a $30.5 million increase in accrued expenses and other current
liabilities, a $13.0 million reduction of prepaid expenses, and other working
capital changes.

        Investing activities used $190.2 million of cash during the first
quarter of fiscal 2000, compared to $14.8 million for the similar period in
fiscal 1999. Capital expenditures totaled $84.7 million during the most recent
period, as the Company increased its investment in new process technologies
including its gallium arsenide wafer manufacturing facility in Newbury Park,
California and the expansion of its assembly and test operations in Mexicali,
Mexico. In addition, the Company made investments in, or advances to, businesses
totaling $105.5 million, including a $75.0 million advance to a vendor and
approximately $30.5 million of equity investments, principally in early-stage
communications technology companies. The vendor advance was made pursuant to a
multi-year wafer supply agreement under which the Company will receive foundry
capacity to support future growth. Cash used in


                                       12


<PAGE>   13

investing activities during the comparable period of the prior year for capital
expenditures ($14.8 million) reflects the results of activities associated with
its restructuring plan in anticipation of the spin-off from Rockwell.

        The Company's financing activities provided cash of $9.3 million during
the first quarter of fiscal 2000, representing proceeds from the exercise of
stock options. During the similar period of fiscal 1999, cash used in financing
activities of $42.9 million was principally transfers of available cash balances
to Rockwell.

        The Company's principal sources of liquidity are its existing cash
reserves, cash generated from operations, and available borrowings under its
$350 million secured credit facility. As of December 31, 1999, there were no
borrowings outstanding under the credit facility. Cash and cash equivalents at
December 31, 1999 totaled $277.5 million compared to $398.5 million at September
30, 1999. Working capital at December 31, 1999 totaled $577.8 million compared
to $604.5 million at September 30, 1999.

        In addition, in February 2000 Conexant completed the sale of $650
million principal amount of its 4% Convertible Subordinated Notes due 2007 for
net proceeds (after costs of issuance) of approximately $632 million. The notes
are general unsecured obligations of Conexant and interest on the notes is
payable in arrears semiannually on each February 1 and August 1. The notes are
convertible, at the option of the holder, into shares of the Company's common
stock at a conversion price of $108 per share, subject to certain adjustments.
The notes may be redeemed, at Conexant's option, on or after February 6, 2003 at
a declining premium to par.

        The Company believes that its existing sources of liquidity, along with
cash expected to be generated from future operations, will be sufficient to fund
operations, research and development efforts, and anticipated capital
expenditures and advances for the foreseeable future. However, the Company
continues to evaluate acquisition opportunities to extend its technology
portfolio and design expertise and expand its product offerings. In addition the
Company's manufacturing operations are capital intensive, and the Company may
need to increase its capital spending to obtain sufficient manufacturing
capacity to support continued revenue growth. In order to complete any such
acquisitions or increased capital expenditures, the Company may seek to obtain
additional borrowings or issue additional shares of its common stock. There can
be no assurance that such financing will be available on terms favorable to the
Company, or at all.

RECENT ACQUISITIONS

        In December 1999, Conexant entered into an agreement to acquire Maker
Communications, Inc., a fabless semiconductor company that develops and markets
high-performance programmable network processors, software solutions, and
development tools. Under the agreement, Conexant will issue 0.66 of a share of
Conexant common stock in exchange for each share of Maker common stock. The
total value of the consideration for the acquisition of Maker is approximately
$957.1 million, based on the closing price of Conexant common stock on December
17, 1999 of $69.625. The transaction is subject to customary closing conditions,
including regulatory approvals and the approval of Maker's shareholders. While
no assurance can be given, the transaction is expected to be completed during
the second quarter of fiscal 2000.

        The acquisitions will each be recorded under the purchase method of
accounting. As a result of the acquisitions of Microcosm and the wireless
broadband business unit of Oak Technology, Inc., and assuming completion of the
acquisition of Maker, the Company expects to record additional goodwill and
intangible assets of approximately $1.0 billion. In each of the five years
following the acquisitions, we expect to record approximately $207 million of
non-deductible amortization of intangible assets. In addition, upon completion
of each of these acquisitions, the Company expects to record a non-recurring
charge for the value of the purchased in-process research and development, the
amounts of which have not been finally determined. The purchase price allocation
for each of these acquisitions, including the amount of the charge for purchased
in-process research and development, is preliminary and will be revised upon
receipt of final valuation information. Such revisions to the purchase price
allocation will also affect the amounts of amortization of intangible assets.

YEAR 2000 READINESS DISCLOSURE

        During the first week of calendar 2000, Conexant completed the
transition from calendar 1999 to calendar 2000 with no significant reported
impact on its operations. The Company continues to monitor its products,
business systems, infrastructure, and manufacturing systems to ensure that
latent defects do not manifest themselves over the next few months. However,
there can be no assurance that Year 2000 issues will not have a material adverse
impact on the Company, since the Company's evaluation process is not yet
complete and it is early in the year 2000.


                                       13


<PAGE>   14

        In addition, the Company continues to monitor the impact of the Year
2000 on those suppliers and other third parties on whom the Company is dependent
for key raw materials, components, products, or services. Based upon information
currently available, the Company believes that its most reasonably likely worst
case Year 2000 scenario would relate to a temporary disruption in the supply of
key raw materials, components, products, or services resulting from problems
with the systems and services of third parties, rather than with its internal
systems or products. The Company continues to maintain critical supplier
contingency plans, including alternate sourcing and stockpiling of materials,
and these plans will be validated and modified as needed as the Company learns
about disruptions, if any, caused by the Year 2000 date rollover.

        Conexant incurred total costs of approximately $6 million, including the
cost of purchasing certain hardware and software, to complete its Year 2000
project. Approximately $5 million of this amount was for capital investments,
with the remainder (primarily salary costs) charged to expense as incurred.
Monitoring costs or other Year 2000 project costs past January 1, 2000 are not
expected to be significant.

CAUTIONARY STATEMENT

        This Quarterly Report contains statements relating to future results of
the Company (including certain projections and business trends) that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results may differ materially from those projected as
a result of certain risks and uncertainties. These risks and uncertainties
include, but are not limited to: global economic and market conditions,
including the cyclical nature of the semiconductor industry and the markets
addressed by the Company's and its customers' products; demand for, and market
acceptance of, new and existing products; successful development of new
products; the timing of new product introductions; the successful integration of
acquisitions; the availability and extent of utilization of manufacturing
capacity and raw materials; pricing pressures and other competitive factors;
changes in product mix; fluctuations in manufacturing yields; product
obsolescence; the ability to develop and implement new technologies and to
obtain protection of the related intellectual property; the successful
implementation of the Company's diversification strategy; labor relations of the
Company, its customers and suppliers; and the uncertainties of litigation, as
well as other risks and uncertainties including those discussed in the Company's
Annual Report on Form 10-K for the year ended September 30, 1999 or detailed
from time to time in the Company's Securities and Exchange Commission filings.
Reference is made to the "Certain Business Risks" section on pages 10 to 20 of
the Annual Report. These forward-looking statements are made only as of the date
hereof, and the Company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        The Company's financial instruments include cash and cash equivalents,
marketable securities, and long-term debt. At December 31, 1999, the carrying
values of the Company's cash and cash equivalents approximated their carrying
value due to the short maturities of these instruments. The Company's long-term
debt consists of convertible subordinated notes with interest at a fixed rate.
Consequently, the Company does not have significant cash flow exposure on its
long-term debt. However, the fair value of the convertible subordinated notes is
subject to significant fluctuation due to their convertibility into shares of
Conexant common stock.

        The Company's marketable securities consist of an equity investment in a
semiconductor company, initially made for the promotion of business and
strategic objectives, which are subject to equity price risk. Such securities
are classified as available for sale and, as of December 31, 1999, unrealized
gains of $27.1 million (net of related income taxes of $16.7 million) on these
securities are included in other comprehensive income. The following table shows
the fair values of the Company's investments and its long-term debt as of
December 31, 1999 (in thousands):

                                                    Carrying Value   Fair Value
                                                    --------------   ----------
Cash and equivalents                                   $277,516      $  277,516
Marketable securities (including unrealized gains
  of $43.9 million)                                      59,234          59,234
Long-term debt                                          350,000       1,033,000

        The Company transacts business in various foreign currencies, and the
Company has established a foreign currency hedging program utilizing foreign
currency forward exchange contracts to hedge certain foreign currency
transaction exposures (principally the Japanese yen). Under this program, the
Company seeks to offset foreign currency transaction gains and losses with gains
and losses on the forward contracts, so as to mitigate its overall risk of
foreign transaction gains and losses. The Company does not enter into forward
contracts for trading purposes. At December 31, 1999, the Company held foreign
currency forward exchange contracts


                                       14


<PAGE>   15

(principally to sell Japanese yen at specified rates) having an aggregate
notional amount of $49.8 million, at a notional weighted average exchange rate
of approximately 102.1 yen to one dollar. The gains and losses relating to these
forward contracts are deferred and included in the measurement of the foreign
currency transaction subject to the hedge. The net unrealized gain/loss on the
forward contracts outstanding at December 31, 1999 was not material to the
Company's consolidated financial statements. Based on the Company's overall
currency rate exposure at December 31, 1999, a 10 percent change in currency
rates would not have had a material effect on the financial position, results of
operations or cash flows of the Company.

                           PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

        On October 14, 1997, Brent Townshend ("Townshend") filed suit against
Rockwell and Conexant in the Superior Court of California for San Mateo County
seeking an injunction to halt the sale of products containing Conexant's
K56Flex(TM) chipsets and requesting unspecified damages, claiming that Conexant
had engaged in unfair competition, misappropriation of trade secrets, breach of
contract and breach of confidence by using technical information allegedly
disclosed in confidence by Mr. Townshend to accelerate its development of 56
Kbps modem technology. In January 1999, Townshend dismissed his State Court
action and re-filed the same claims and three new claims for patent infringement
in the U.S. District Court for the Northern District of California. In the
Federal action, Townshend alleges that each of his patents (the "Townshend
Patents") covers certain aspects of the V.90 standard and are infringed by
Conexant's 56 Kbps products. In the Federal action, Townshend seeks injunctive
relief, compensatory damages, restitution and exemplary and punitive damages.
Townshend and 3Com Corporation had publicly announced that 3Com was the
exclusive licensee for the Townshend Patents and acted as Townshend's agent in
sublicensing the Townshend Patents to third parties. More recently, Townshend
and 3Com publicly announced that Townshend has reacquired exclusive control over
the licensing and enforcement of the patents as well as other ownership rights,
while 3Com retained a non-exclusive license to practice the Townshend
inventions. Conexant has filed its answer to Townshend and counterclaims against
Townshend and claims against 3Com. Conexant is vigorously defending its position
that it independently developed the 56 Kbps modem technology using entirely its
own skills and public domain information and will vigorously contest the
infringement claims and the validity of the asserted patents.

        On July 29, 1991, Shumpei Yamazaki filed suit against a Japanese
subsidiary of Rockwell in the Tokyo District Court, Twenty-ninth Civil Division
for patent infringement relating to Conexant's facsimile modem chipsets seeking
685 million yen (approximately $6.4 million based on the exchange rate on
January 31, 2000) and court costs. In October 1998, the District Court rendered
its decision dismissing the suit, from which decision Mr. Yamazaki appealed. On
April 12, 1999, Mr. Yamazaki presented his position, as well as additional
causes of action at the first portion of the appellate hearing. Conexant
presented its position to the appellate court on June 16, 1999. The Court will
hear arguments on Mr. Yamazaki's new causes of action in April 2000. Conexant
believes it has meritorious defenses to these claims and is vigorously defending
this action.

        On May 30, 1997, Klaus Holtz filed suit against Rockwell in the U.S.
District Court for the Northern District of California for patent infringement
relating to Conexant's modem products utilizing the V.42bis standard for data
compression. On September 30, 1998, the Court barred any alleged damages arising
before May 30, 1997. On December 17, 1998, the Court issued an order construing
the claims of the patent. Conexant filed a motion for Summary Judgment of
Non-Infringement on February 22, 1999. A hearing was held thereon on June 14,
1999. On October 25, 1999, the Company was notified that the Court found in
favor of the Company and the case was dismissed. Holtz filed a notice of appeal
to the court of appeals for the Federal circuit on November 18, 1999. Conexant
believes it has meritorious defenses to these claims and is vigorously defending
this action.

        Various other lawsuits, claims and proceedings have been or may be
instituted or asserted against Rockwell or Conexant or their respective
subsidiaries, including those pertaining to product liability, intellectual
property, environmental, safety and health, and employment matters.

        In connection with the Distribution, Conexant assumed responsibility for
all current and future litigation (including environmental and intellectual
property proceedings) against Rockwell or its subsidiaries in respect of
Semiconductor Systems.

        The outcome of litigation cannot be predicted with certainty and some
lawsuits, claims or proceedings may be disposed of unfavorably to Conexant. Many
intellectual property disputes have a risk of injunctive relief and there can be
no assurance that a license will be granted. Injunctive relief could have a
material adverse effect on the financial condition or results of operations of
Conexant.


                                       15


<PAGE>   16

Based on its evaluation of matters which are pending or asserted and taking into
account Conexant's reserves for such matters, management of Conexant believes
the disposition of such matters will not have a material adverse effect on the
financial condition or results of operations of Conexant.

ITEM 2. CHANGES IN SECURITIES

        In November 1999, in connection with the Company's acquisition of Istari
Design Inc., the Company issued 100,506 shares of its common stock pursuant to
an exemption from registration. The holders of such shares have been granted
certain registration rights.

        In January 2000, the Company issued shares of its common stock in
connection with the acquisitions of Microcosm Communications Limited (1,523,430
shares) and the wireless broadband business unit of Oak Technology, Inc.
(293,794 shares), in each case pursuant to an exemption from registration. The
holders of such shares have been granted certain registration rights.

        Each outstanding share of common stock, par value $1 per share, of
Conexant also evidences one preferred share purchase right. Each preferred share
purchase right entitles the registered holder to purchase from Conexant one
two-hundredth of a share of Series A Junior Participating Preferred Stock.
Pursuant to the First Amendment to Rights Agreement dated as of December 9, 1999
between Conexant and ChaseMellon Shareholder Services, L.L.C., as Rights Agent,
the Rights Agreement dated as of November 30, 1998 was amended to increase the
exercise price of each preferred share purchase right to $300, subject to
adjustment.

        In addition, the Rights Agreement was amended to provide that in
connection with the issuance or sale of our common stock following the date the
preferred share purchase rights are no longer attached to the common stock (the
"Distribution Date") and prior to the earlier of (1) the date the preferred
share purchase rights are redeemed and (2) the date the preferred share purchase
rights expire, (a) Conexant will, with respect to common stock issued or sold
pursuant to the exercise of stock options or under any employee plan or
arrangement in existence prior to the Distribution Date, or upon the exercise,
conversion or exchange of securities, notes or debentures (pursuant to the terms
thereof) issued by Conexant and in existence prior to the Distribution Date, and
(b) Conexant may, in any other case, if deemed necessary or appropriate by the
board of directors, issue certificates representing the appropriate number of
preferred share purchase rights in connection with such issuance or sale.
Conexant will not be obligated to issue any of these certificates if, and to the
extent that, Conexant is advised by counsel that the issuance of those
certificates would create a significant risk of material adverse tax
consequences to Conexant or the person to whom such certificate would be issued
or would create a significant risk that the stock options or employee plans or
arrangements would fail to qualify for otherwise available special tax
treatment. In addition, no certificate will be issued if, and to the extent
that, appropriate adjustments otherwise have been made in lieu of the issuance
thereof.

ITEM 5. OTHER INFORMATION

        In February 2000, Conexant completed the sale of $650 million principal
amount (including $150 million principal amount sold pursuant to an option
granted to the initial purchaser) of its 4% Convertible Subordinated Notes due
2007 for net proceeds (after costs of issuance) of approximately $632 million.
The press release announcing this transaction is filed as Exhibit 99.1 hereto.


                                       16


<PAGE>   17

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits:

  2.1   Agreement and Plan of Merger, dated as of December 18, 1999, among
        Conexant Systems, Inc., Merlot Acquisition Corp. and Maker
        Communications, Inc., filed as Exhibit 2.01 to the Company's
        Registration Statement on Form S-4 (Registration No. 333-96033),
        incorporated herein by reference.

  2.2   Stock Purchase Agreement, dated as of January 6, 2000, by and among
        Conexant Systems, Inc. and the shareholders and option holders of
        Microcosm Communications Limited.

  4.1   First Amendment to Rights Agreement, dated as of December 9, 1999,
        between Conexant Systems, Inc. and ChaseMellon Shareholder Services,
        L.L.C., as rights agent.

  4.2   Indenture, dated as of February 1, 2000, between the Company and Bank
        One Trust Company, National Association, as trustee, including the form
        of the Company's 4% Convertible Subordinated Notes Due February 1, 2007
        attached as Exhibit A thereto, filed as Exhibit 4.04 to the Company's
        Registration Statement on Form S-4 (Registration No. 333-96033),
        incorporated herein by reference.

 10.1   Fourth Amendment to Loan Documents, dated as of November 23, 1999 among
        Conexant Systems, Inc., certain of its subsidiaries, the Lenders and the
        Issuing Banks thereunder, and Credit Suisse First Boston, as
        administrative agent.

 12     Statement re: computation of ratios.

 27     Financial Data Schedule.

 99.1   Press release dated January 28, 2000, relating to offering of $500
        million convertible subordinated notes.

(b) Reports on Form 8-K

        Report on Form 8-K dated January 4, 2000, as amended January 11, 2000,
reporting the Company's agreement to acquire Maker Communications, Inc.

        The Company did not file any Current Reports on Form 8-K during the
quarter ended December 31, 1999.


                                       17

<PAGE>   18

                                   SIGNATURES

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


                                           CONEXANT SYSTEMS, INC.
                                           (Registrant)

Date: February 11, 2000                    By /s/ Balakrishnan S. Iyer
                                              ----------------------------------
                                              Balakrishnan S. Iyer
                                              Senior Vice President and
                                              Chief Financial Officer
                                              (principal financial officer)

Date: February 11, 2000                    By /s/ Steven M. Thomson
                                              ----------------------------------
                                              Steven M. Thomson
                                              Vice President and Controller
                                              (principal accounting officer)

Date: February 11, 2000                    By /s/ Dennis E. O'Reilly
                                              ----------------------------------
                                              Dennis E. O'Reilly
                                              Senior Vice President,
                                              General Counsel and Secretary


                                       18

<PAGE>   19

                                  EXHIBIT INDEX


  2.2   Stock Purchase Agreement, dated as of January 6, 2000, by and among
        Conexant Systems, Inc. and the shareholders and option holders of
        Microcosm Communications Limited.

  4.1   First Amendment to Rights Agreement, dated as of December 9, 1999,
        between Conexant Systems, Inc. and ChaseMellon Shareholder Services,
        L.L.C., as rights agent.

 10.1   Fourth Amendment to Loan Documents, dated as of November 23, 1999 among
        Conexant Systems, Inc., certain of its subsidiaries, the Lenders and the
        Issuing Banks thereunder, and Credit Suisse First Boston, as
        administrative agent.

 12     Statement re: computation of ratios.

 27     Financial Data Schedule.

 99.1   Press release dated January 28, 2000, relating to offering of $500
        million convertible subordinated notes.