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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934
 For the
    fiscal year ended October 1, 2010
  Commission file number:
    001-31650
 MINDSPEED TECHNOLOGIES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

01-0616769(State of
    incorporation)

(I.R.S. Employer
    Identification No.)4000 MacArthur Boulevard, East Tower

92660-3095Newport Beach, California

(Zip code)(Address of principal executive
    offices)   Registrants telephone number, including area code:
 (949) 579-3000
  Securities registered pursuant to Section 12(b) of the
    Act:
  (Title of Each Class)

(Name of Each Exchange on Which Registered)Common Stock $0.01 par value per share

The NASDAQ Stock Market LLC(including associated Preferred Share Purchase Rights)   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
 Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company þ   Rule 12b-2 o þ
      Documents
    Incorporated by Reference
  Form 10-K.




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TABLE OF CONTENTS  FORWARD-LOOKING STATEMENTSPART IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsPART IIItem 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6. Selected Financial DataItem 7. Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataCONSOLIDATED BALANCE SHEETSCONSOLIDATED STATEMENTS OF OPERATIONSCONSOLIDATED STATEMENTS OF CASH FLOWSCONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND COMPREHENSIVE LOSS/(GAIN)NOTES TO CONSOLIDATED FINANCIAL STATEMENTSREPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresPART IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accounting Fees and ServicesPART IVItem 15. Exhibits and Financial Statement SchedulesSIGNATURESSCHEDULE II VALUATION AND QUALIFYING ACCOUNTSEXHIBIT INDEXEX-10.11EX-10.13EX-10.31EX-10.33EX-10.37EX-10.38EX-10.44EX-12.1EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2    Table of Contents  
  FORWARD-LOOKING
    STATEMENTS
  Form 10-K Form 10-K, Form 10-K
  
    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
    existing networks, and the build-out of networks in developing
    countries;
    our expectation that original equipment manufacturers will
    outsource more of their semiconductor component requirements to
    semiconductor suppliers;
    our belief that the markets for semiconductor products
    addressing the enterprise, broadband access and metro service
    areas will grow at faster rates than the markets for network
    infrastructure equipment, in general, and our position to
    increase our share in those target areas;
    our belief that our diverse portfolio of semiconductor solutions
    has positioned us to capitalize on some of the most significant
    trends in telecommunications spending;
    our belief that we are well-situated in China and that fiber
    deployments are being rolled out by the countrys major
    telecommunications carriers;
    our belief that raw materials, parts and supplies required by
    our foundry suppliers will remain available in the foreseeable
    future;
    our belief that the loss or termination of any single patent,
    license, trade secret, know-how, trademark or copyright would
    not materially affect our business or financial condition;
    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 growth markets;
    the continuation of intense price and product competition, and
    the resulting declining average selling prices for our products;
    the increasing trend toward industry consolidation and the
    effect it could have on our operating results;
    the sufficiency of our existing sources of liquidity, along with
    cash expected from product sales and the sale and licensing of
    intellectual property to fund our operations, research and
    development efforts, anticipated capital expenditures, working
    capital and other financing requirements, including interest
    payments on debt obligations, for the next 12 months;
    our estimates regarding our minimum future obligations under our
    operating leases and our anticipated rental income;
    the effects of changes in the prime interest rate and currency
    rates on our results of operations or cash flows;
    our expectations with respect to our recognition of income tax
    benefits in the future; 2




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
    our restructuring plans, including timing, expected workforce
    reductions, the expected cost savings under our restructuring
    plans and the uses of those savings, the timing and amount of
    payments, the impact on our business, the amounts of future
    charges to complete our restructuring plans, including any
    future plans to reduce operating expenses
    and/or
    increase revenues;
    our intention to continue to expand our international business
    activities, including expansion of design and operations centers
    abroad, and the challenges associated with such expansion;
    our expectations regarding the cyclical nature of the
    semiconductor industry;
    the impact of recent accounting pronouncements and the adoption
    of new accounting standards.    
    fluctuations in our operating results and future operating
    losses;
    worldwide political and economic uncertainties and specific
    conditions in the markets we address;
    constraints in the supply of wafers and other product components
    from our third-party manufacturers;
    fluctuations in the price of our common stock;
    cash requirements and terms and availability of financing;
    loss of or diminished demand from one or more key customers or
    distributors;
    our ability to attract and retain qualified personnel;
    doing business internationally and our ability to successfully
    and cost effectively establish and manage operations in foreign
    jurisdictions;
    pricing pressures and other competitive factors;
    successful development and introduction of new products;
    lengthy sales cycles;
    order and shipment uncertainty;
    our ability to obtain design wins and develop revenues from them;
    the expense of and our ability to defend our intellectual
    property against infringement claims by others;
    product defects and bugs;
    business acquisitions and investments; and
    our ability to utilize our net operating loss carryforwards and
    certain other tax attributes.  ® ® ® tm
 3




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PART I
 
  Item 1.
    Business  system-on-chip
    
    Communications Convergence Processing 
    triple-play edge and metro trunking gateways for
    Voice-over-Internet
    protocol (VoIP) platforms; broadband customer premises equipment
    (CPE) gateways and other equipment that carriers use to deliver
    voice, data and video services to residential subscribers;
    Internet protocol (IP) private branch exchange (PBX) equipment
    and security appliances used in the enterprise and 3G/4G mobile
    base stations in the carrier infrastructure;
    High-Performance Analog next-generation fiber
    access network equipment (including passive optical networking,
    or PON, systems); storage and server systems supporting
    high-speed PCI Express, Serial Attached SCSI (SAS) and
    InfiniBand protocols; and production switches, routers and other
    systems that are driving the migration to 3G high-definition
    (HD) transmission; and
    WAN Communications circuit-switched
    networking equipment that implements asynchronous transfer mode
    (ATM) and T1/E1 and T3/E3 communications protocols.      Spin-off
    from Conexant Systems, Inc.
   4




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Industry
    Overview
  time-to-market.
  Addressed
    Markets
    Enterprise
  Broadband Access
  Metropolitan and Wide Area Networks
 5




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The
    Mindspeed Approach
        
    low-power semiconductor device architectures, including
    mixed-signal devices and application-specific multi-core SoC
    solutions that combine core central processing units, digital
    signal processors and programmable hardware-accelerated protocol
    engines plus analog signal processing capabilities;
    highly optimized signal processing algorithms and communications
    protocols, which we implement in semiconductor devices,
    including echo-cancellation, wideband voice and advanced video
    technologies;
    critical software drivers and application software to perform
    signal, packet and transmission processing tasks, plus
    programming tools, which customers can use to add their own
    proprietary value to designs based on our SoCs;
    integration, transmission and receiving of multi-gigabit serial
    data streams over optical and copper media to solve difficult
    system challenges in synchronous optical network (SONET),
    optical transport network (OTN), dense wavelength division
    multiplexing (DWDM) telecommunications equipment, broadcast
    video systems, and enterprise storage, networking and computing
    applications; and 6




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
    traditional transmission components for the public switched
    telephone network (PSTN) which continues to provide the
    underlying long-distance backbone for todays Internet
    infrastructure.  Increasing
    Demand for Communications Semiconductors
    
    We anticipate that demand for network capacity will continue to
    increase, driven by:  
    Internet user growth;
    higher network utilization rates as carriers seek to maximize
    the return on the capital and operational investments in their
    network infrastructure; and
    growing consumer and business demand for VoIP and other
    bandwidth-intensive services and applications, such as wireless
    data transfer and video/multimedia content delivery.  
    We believe that incumbent telecommunications carriers,
    integrated communication service providers and cable multiple
    service operators worldwide will continue to upgrade and expand
    legacy portions of their networks to accommodate new service
    offerings and to reduce operating costs. This upgrade and
    expansion cycle, along with the development of new,
    next-generation networks, requires the development of a variety
    of new equipment created from advanced semiconductor solutions.
    In certain countries, we expect that service providers will
    continue the build-out of telecommunication networks, many of
    which were previously government owned and are now often taking
    the lead on new technology deployment, ahead of more established
    regions in terms of creating high-growth market opportunities
    for the latest advances.
    We also believe that many technologies developed to solve
    high-speed optical networking challenges also apply to
    challenges in other portions of the network infrastructure. For
    instance, high-speed backplanes for DWDM equipment have
    sophisticated timing and signal-conditioning requirements that
    are similar to those required in enterprise storage and
    broadcast video transmission applications. In both cases,
    advanced silicon is a critical enabler for system designs.    Strategy
    Focus
    on Increasing Share in Growth Applications
   7




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Expand
    Strategic Relationships with Industry-Leading Global Network
    Infrastructure OEMs and Maximize Design Win Share
      Capitalize
    on the Breadth of Our Product and Intellectual Property
    Portfolio
      time-to-market wireless-to-wireline
     8




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tm
  Provide
    Outstanding Technical Support and Customer Service
    Products
    Communications
    Convergence Processing Products
  Voice-over-ATM Voice-over-DSL wireline-to-wireless
  tm
  Voice-over-packet
  PBX-on-a-chip office-in-a-box
 9




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small-to-midsized
  3G/4G
    High-Performance
    Analog Products
  fiber-to-the-premise,
  
    converting incoming optical signals from fiber optic cables to
    electrical signals for processing and transport over a wireline
    medium and vice-versa;
    conditioning the signal to remove unwanted noise;
    combining lower speed signals from multiple parallel paths into
    higher speed serial paths, and vice-versa, for bandwidth
    economy; and
    amplifying and equalizing weaker signals as they pass through a
    particular systems equipment, media or network.   10




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time-to-time.
  WAN
    Communications Products
      Customers
        Sales,
    Marketing and Technical Support
     11




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Operations
    and Manufacturing
        Competition
        
    time-to-market;
    product quality, reliability and performance;
    customer support;
    price and total system cost;
    new product innovation;
    compliance with industry standards;
    design wins;
    market acceptance of our, or our competitors products;
    production efficiencies; and
    general economic conditions. 12




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
    stronger financial position and liquidity;
    longer, or stronger, presence in key markets;
    greater name recognition;
    more secure supply chain;
    lower cost alternatives to our products;
    access to larger customer bases; and
    significantly greater sales and marketing, manufacturing,
    distribution, technical and other resources.    Backlog
    Research
    and Development
    Intellectual
    Property
   13




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Employees
    Cyclicality
      Available
    Information
  www.mindspeed.com Form 10-K, Form 10-Q, Form 8-K Form 10-K.
 
  Item 1A.
    Risk
    Factors    Our
    operating results are subject to substantial quarterly and
    annual fluctuations.
   14




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
    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;
    availability and cost of products from our suppliers;
    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;
    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.    Our
    operating results may be adversely impacted by worldwide
    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 fluctuate.
      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.
   15




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
    the lack of assured supply, potential shortages and higher
    prices;
    the effects of disputes or litigation involving our third-party
    foundries;
    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.          start-up
 16




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The
    price of our common stock may fluctuate
    significantly.
    
    our operating and financial performance and prospects, including
    our ability to sustain the profitability we achieved in the last
    three quarters of fiscal 2010;
    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;
    changes in earnings estimates or buy/sell recommendations by
    analysts;
    the issuance and sale of additional shares of common stock;
    general financial and other market conditions; and
    domestic and international economic conditions.    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.
    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.
   17




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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
    subject to the risks of doing business
    internationally.
    
    currency exchange rate fluctuations;
    local economic and political conditions; 18




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
    disruptions of capital and trading markets;
    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;
    existing or future environmental laws and regulations governing,
    among other things, air emissions, wastewater discharges, the
    contents of our products, 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.
      
    stronger financial position and liquidity;
    longer, or stronger, presence in key markets;
    greater name recognition;
    more secure supply chain;
    lower cost alternatives to our products; 19




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
    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.     20




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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.
    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.
    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.
   21




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
    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.    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.
   22




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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;
    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.
   23




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Our
    results of operations could vary as a result of the methods,
    estimates and judgments we use in applying our accounting
    policies.
  Form 10-K).
  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.
    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.
   24




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Provisions
    in our organizational documents and stockholders rights
    agreements 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;
    elimination of the right of stockholders to call a special
    meeting of stockholders; and
    a fair price provision.     
  Item 1B.
    Unresolved
    Staff Comments   25




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Item 2.
    Properties     
  Item 3.
    Legal
    Proceedings   
  PART II
 
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    High


LowFiscal 2009Quarter ended January 2, 2009

$
1.95


$
0.56Quarter ended April 3, 2009

$
1.63


$
0.71Quarter ended July 3, 2009

$
2.39


$
1.61Quarter ended October 2, 2009

$
3.06


$
1.96Fiscal 2010Quarter ended January 1, 2010

$
4.94


$
3.10Quarter ended April 2, 2010

$
8.56


$
4.74Quarter ended July 2, 2010

$
10.71


$
6.67Quarter ended October 1, 2010

$
9.27


$
6.09   Recent
    Share Prices and Holders
    Dividend
    Policy
   26




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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(a)


(or Unit)


Plans or Programs


Plans or ProgramsJuly 3, 2010 to July 30, 2010


31


$
6.67







July 31, 2010 to August 27, 2010


14,693


$
6.45







August 28, 2010 to October 1, 2010


5,808


$
6.97







20,532


$
6.60







     (a)
    
    Represents shares of our common stock withheld from, or
    delivered by, employees in order to satisfy 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.  Use of
    Proceeds from Sale of Registered Securities
     27




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Item 6.
    Selected
    Financial Data    October 1,


October 2,


October 3,


September 28,


September 29,2010


2009


2008


2007


2006(In thousands, except per share amounts)Statement of Operations DataNet revenues:Products

$
165,379


$
121,552


$
144,349


$
125,805


$
135,919Intellectual Property


12,800



5,000



16,350



2,000



Total net revenues


178,179



126,552



160,699



127,805



135,919Cost of goods sold (including impairments and other charges of
    $3,667 in fiscal 2009)


59,840



49,981



47,625



42,334



43,592Gross margin


118,339



76,571



113,074



85,471



92,327Operating expenses:Research and development


51,367



50,650



56,217



57,447



64,104Selling, general and administrative


41,419



41,582



46,984



43,385



46,970Special charges(1)


2,684



6,896



211



4,724



2,550Total operating expenses


95,470



99,128



103,412



105,556



113,624Operating income/(loss)


22,869



(22,557
)


9,662



(20,085
)


(21,297
)Interest expense


(1,817
)


(3,127
)


(5,310
)


(5,248
)


(4,938
)Other income, net


424



1,052



544



522



863Income/(loss) before income taxes


21,476



(24,632
)


4,896



(24,811
)


(25,372
)Provision for income taxes


406



482



611



111



1,849Net income/(loss)

$
21,070


$
(25,114
)

$
4,285


$
(24,922
)

$
(27,221
)Net income/(loss) per share:Basic

$
0.70


$
(1.04
)

$
0.19


$
(1.12
)

$
(1.29
)Diluted

$
0.65


$
(1.04
)

$
0.18


$
(1.12
)

$
(1.29
)Shares used in computation of net income/(loss) per share:Basic


30,260



24,156



23,046



22,156



21,107Diluted


34,579



24,156



23,202



22,156



21,107   October 1,

October 2,

October 3,

September 28,

September 29,2010

2009

2008

2007

2006(In thousands)Balance Sheet DataCash and cash equivalents

$
43,685


$
20,891


$
43,033


$
25,796


$
29,976Marketable securities


















11,260Working capital


53,762



14,223



50,277



35,814



50,880Total assets


108,684



62,463



100,413



82,008



96,438Long-term debt


13,810



13,415



40,749



37,308



33,848Long-term capital leases


574



269











91Stockholders equity


61,636



18,890



32,666



21,904



34,142     (1)
    
    Special charges consist of asset impairments and restructuring
    charges. 28




---



##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  system-on-chip
    
    Communications Convergence Processing 
    triple-play edge and metro trunking gateways for
    Voice-over-Internet
    protocol (VoIP) platforms; broadband customer premises equipment
    (CPE) gateways and other equipment that carriers use to deliver
    voice, data and video services to residential subscribers;
    Internet protocol (IP) private branch exchange (PBX) equipment
    and security appliances used in the enterprise and 3G/4G mobile
    base stations in the carrier infrastructure;
    High-Performance Analog  next-generation fiber
    access network equipment (including passive optical networking,
    or PON, systems); storage and server systems supporting
    high-speed PCI Express, Serial Attached SCSI (SAS) and
    InfiniBand protocols; and production switches, routers and other
    systems that are driving the migration to 3G high-definition
    (HD) transmission; and
    WAN communications  circuit-switched
    networking equipment that implements asynchronous transfer mode
    (ATM) and T1/E1 and T3/E3 communications protocols.      Trends
    and Factors Affecting Our Business
     29




---



##### Table of Contents



fiber-to-the-building
    and/or
    Critical
    Accounting Policies and Estimates
   30




---



##### Table of Contents



Inventories
      Stock-Based Compensation
  Revenue Recognition 985-605,
   31




---



##### Table of Contents



Deferred Income Taxes and Uncertain Tax
    Positions and/or
 32




---



##### Table of Contents



Impairment of Long-Lived Assets
  Recent
    Accounting Pronouncements
  ASC 470-20, 14-1. ASC 470-20
  ASC 260-10-45-61A,
     33




---



##### Table of Contents



2009-13, 2009-13 2009-14, 2009-14. 2009-13 2009-13 2009-14
  Results
    of Operations
  Net
    Revenues
  Fiscal
    2010 Compared to Fiscal 2009; Fiscal 2009 Compared to Fiscal
    2008
    2010


Change


2009


Change


2008(Dollars in millions)Communications convergence processing products

$
66.9



35
%

$
49.5



2
%

$
48.4High-performance analog products


54.3



39
%


39.1



(7
)%


41.9WAN communications products


44.2



34
%


33.0



(39
)%


54.0Intellectual property


12.8



156
%


5.0



(70
)%


16.4Net revenues

$
178.2



41
%

$
126.6



(21
)%

$
160.7   fiber-to-the-home
 34




---



##### Table of Contents



IP-based fiber-to-the-premise
  Gross
    Margin
  2010

Change

2009

Change

2008(Dollars in millions)Gross margin

$
118.3



54
%

$
76.6



(32
)%

$
113.1Percent of net revenues


66
%






61
%






70
%        35




---



##### Table of Contents



Research
    and Development
  2010

Change

2009

Change

2008(Dollars in millions)Research and development expenses

$
51.4



1
%

$
50.7



(10
)%

$
56.2Percent of net revenues


29
%






40
%






35
%       Selling,
    General and Administrative
  2010

Change

2009

Change

2008(Dollars in millions)Selling, general and administrative expenses

$
41.4



(0
)%

$
41.6



(11
)%

$
47.0Percent of net revenues


23
%






33
%






29
%      36




---



##### Table of Contents



Special
    Charges
    2010


2009


2008(Dollars in millions)Asset impairments

$
0.8


$
2.9


$
Restructuring charges


1.9



4.0



0.2Total special charges

$
2.7


$
6.9


$
0.2   Asset
    Impairments
        Restructuring
    Charges
    Mindspeed Fourth Quarter of Fiscal 2010 Restructuring
    Plan 
    Workforce


FacilityReductions


and Other


TotalCharged to costs and expenses

$
966


$
311


$
1,277Cash payments


(265
)






(265
)Non-cash asset write-down






(311
)


(311
)Restructuring balance, October 1, 2010

$
701


$



$
701  37




---



##### Table of Contents



Mindspeed First Quarter of Fiscal 2010 Restructuring
    Plan
    Workforce


FacilityReductions


and Other


TotalCharged to costs and expenses

$
287


$
573


$
860Cash payments


(225
)


(573
)


(798
)Non-cash charges/(credits)


(62
)






(62
)Restructuring balance, October 1, 2010

$



$



$
     Mindspeed Second Quarter of Fiscal 2009 Restructuring
    Plan 
    Workforce


FacilityReductions


and Other


TotalRestructuring balance, October 2, 2009

$
78


$



$
78Cash payments


(35
)






(35
)Non-cash charges/(credits)


(35
)






(35
)Restructuring balance, October 1, 2010

$
8


$



$
8     Mindspeed First Quarter of Fiscal 2009 Restructuring
    Plan 
 38




---



##### Table of Contents



Workforce


FacilityReductions


and Other


TotalRestructuring balance, October 2, 2009

$
287


$
86


$
373Cash payments


(101
)


(80
)


(181
)Non-cash charges/(credits)


(174
)


(6
)


(180
)Restructuring balance, October 1, 2010

$
12


$



$
12     Interest
    Expense
  2010

2009

2008(Dollars in millions)Interest expense

$
(1.8
)

$
(3.1
)

$
(5.3
)   ASC 470-20 ASC 470-20.
  Other
    Income, Net
  2010

2009

2008(Dollars in millions)Other income, net

$
0.4


$
1.1


$
0.5   ASC 470-20.
  Provision
    for Income Taxes
  2010

2009

2008(Dollars in millions)Provision for income taxes

$
0.4


$
0.5


$
0.6  39




---



##### Table of Contents



Liquidity
    and Capital Resources
    and/or
     40




---



##### Table of Contents



Revolving
    Credit Facility and Convertible Senior Notes
  Revolving
    Credit Facility
     41




---



##### Table of Contents



3.75% Convertible
    Senior Notes due 2009
  ASC 470-20 ASC 470-20,
    6.50% Convertible
    Senior Notes due 2013
         42




---



##### Table of Contents



ASC 470-20 ASC 470-20,
  Contractual
    Obligations
    Payments Due by PeriodContractual Obligations

Total


<1 Year


1-3 Years


3-5 Years


>5 Years(In millions)Long-term debt

$
15.0


$



$
15.0


$



$
Interest expense on long-term debt


2.9



1.0



1.9







Operating leases


9.8



3.8



5.1



0.8



0.1Purchase obligations


6.9



5.1



1.8







Employee severance


0.8



0.8











Capital leases


0.9



0.4



0.5







Total

$
36.3


$
11.1


$
24.3


$
0.8


$
0.1        43




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    
 Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Interest
    Rate Risk
      Foreign
    Exchange Risk
     44




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  MINDSPEED
    TECHNOLOGIES, INC.
  CONSOLIDATED BALANCE SHEETS
  October 1,


October 2,2010


2009As adjusted Note 6(In thousands)ASSETSCurrent AssetsCash and cash equivalents

$
43,685


$
20,891Receivables, net of allowances for doubtful accounts of $189
    (2010) and $144 (2009)


25,678



7,662Inventories


10,205



10,902Deferred tax assets  current


2,264



1,574Prepaid expenses and other current assets


3,035



2,529Total current assets


84,867



43,558Property, plant and equipment, net


12,700



11,018License agreements, net


9,887



6,505Other assets


1,230



1,382Total assets

$
108,684


$
62,463LIABILITIES AND STOCKHOLDERS EQUITYCurrent LiabilitiesAccounts payable

$
9,303


$
6,338Accrued compensation and benefits


9,336



5,788Accrued income tax


1,503



525Deferred income on sales to distributors


5,199



2,604Deferred revenue


658



1,106Restructuring


710



448Convertible senior notes  short term






10,349Other current liabilities


4,396



2,177Total current liabilities


31,105



29,335Convertible senior notes  long term


13,810



13,415Other liabilities


2,133



823Total liabilities


47,048



43,573Commitments and contingencies (Notes 7, 8 and 9)






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; 32,220 (2010) and 28,756 (2009) issued and
    outstanding shares


322



288Additional paid-in capital


318,468



296,333Accumulated deficit


(257,001
)


(278,071
)Accumulated other comprehensive loss/(gain)


(153
)


340Total stockholders equity


61,636



18,890Total liabilities and stockholders equity

$
108,684


$
62,463    45




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF OPERATIONS
  October 1,


October 2,


October 3,2010


2009


2008As adjusted 


As adjusted Note 6


Note 6(In thousands, except per share amounts)Net revenues:Products

$
165,379


$
121,552


$
144,349Intellectual Property


12,800



5,000



16,350Total net revenues


178,179



126,552



160,699Cost of goods sold (including impairments and other charges of
    $3,667 in fiscal 2009)


59,840



49,981



47,625Gross margin


118,339



76,571



113,074Operating expenses:Research and development


51,367



50,650



56,217Selling, general and administrative


41,419



41,582



46,984Special charges


2,684



6,896



211Total operating expenses


95,470



99,128



103,412Operating income/(loss)


22,869



(22,557
)


9,662Interest expense


(1,817
)


(3,127
)


(5,310
)Other income, net


424



1,052



544Income/(loss) before income taxes


21,476



(24,632
)


4,896Provision for income taxes


406



482



611Net income/(loss)

$
21,070


$
(25,114
)

$
4,285Net income/(loss) per share:Basic

$
0.70


$
(1.04
)

$
0.19Diluted

$
0.65


$
(1.04
)

$
0.18Shares used in computation of net income/(loss) per share:Basic


30,260



24,156



23,046Diluted


34,579



24,156



23,202    46




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  October 1,


October 2,


October 3,2010


2009


2008As adjusted 


As adjusted Note 6


Note 6(In thousands)Cash Flows From Operating ActivitiesNet income/(loss)

$
21,070


$
(25,114
)

$
4,285Adjustments required to reconcile net income/(loss) to net cash
    (used in)/provided by operating activities:Depreciation and amortization


4,796



5,219



6,453Amortization of license agreements and other intangible assets


1,497



887



720Asset impairments


828



5,498



Restructuring charges


1,856



4,031



140Stock compensation


4,239



2,675



5,506Provision for bad debts


45



(11
)


(12
)Inventory provisions


1,497



657



(900
)Deferred income tax


(847
)






Gain on debt extinguishment






(1,121
)


Amortization of debt discount on convertible debt


546



1,463



3,682Other non-cash items, net


210



185



(653
)Changes in assets and liabilities, net of effects of
    acquisitions:Receivables


(17,986
)


6,903



(741
)Inventories


(800
)


4,628



(264
)Accounts payable


1,430



(5,069
)


5,380Deferred income on sales to distributors


2,595



(2,265
)


646Restructuring


(1,283
)


(3,391
)


(1,616
)Accrued expenses and other current liabilities


5,085



(1,379
)


2,546Other


(944
)


819



1,523Net cash provided by/(used in) operating activities


23,834



(5,385
)


26,695Cash Flows From Investing ActivitiesCapital expenditures


(8,027
)


(8,058
)


(7,514
)Acquisition of assets, net of cash acquired










(1,172
)Net cash used in investing activities


(8,027
)


(8,058
)


(8,686
)Cash Flows From Financing ActivitiesGross proceeds from sale of equity


18,300



9,738



Offering costs from sale of equity


(1,307
)


(791
)


Extinguishment of convertible debt


(10,500
)


(17,320
)


Payments made on capital lease obligations


(470
)






Borrowings under line of credit


7,000







Payments made on borrowings under line of credit


(7,000
)






Debt issuance costs






(256
)


(805
)Common stock repurchased and retired


(627
)






Proceeds from exercise of stock options


1,564







111Net cash provided by/(used in) financing activities


6,960



(8,629
)


(694
)Effect of foreign currency exchange rates on cash


27



(70
)


(78
)Net increase/(decrease) in cash and cash equivalents


22,794



(22,142
)


17,237Cash and cash equivalents at beginning of period


20,891



43,033



25,796Cash and cash equivalents at end of period

$
43,685


$
20,891


$
43,033    47




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY AND
 COMPREHENSIVE
    LOSS/(GAIN)
 (In thousands)
  AccumulatedAdditional





Other


TotalCommon Stock


Paid-in


Accumulated


Comprehensive


StockholdersShares


Amount


Capital


Deficit


Loss/(Gain)


EquityAs adjusted 


As adjusted 





As adjusted Note 6


Note 6





Note 6Balance at September 28, 2007


23,152


$
232


$
278,841


$
(257,444
)

$
275


$
21,904Cumulative effect of adopting FIN 48














202







202Balance at September 28, 2007


23,152



232



278,841



(257,242
)


275



22,106Net income














4,285







4,285Currency translation adjustments


















208



208Comprehensive income






















4,493Issuance of common stock from the exercise of stock options


700



7



558











565Common stock repurchased and retired










(4
)










(4
)Compensation expense related to employee stock plans










5,506











5,506Balance at October 3, 2008


23,852



239



284,901



(252,957
)


483



32,666Net loss














(25,114
)






(25,114
)Currency translation adjustments


















(143
)


(143
)Comprehensive loss






















(25,257
)Sale of equity, net of offering costs


4,750



47



8,806











8,853Issuance of common stock from the exercise of stock options


195



2



(1
)










1Common stock repurchased and retired


(41
)






(49
)










(49
)Compensation expense related to employee stock plans










2,676











2,676Balance at October 2, 2009


28,756



288



296,333



(278,071
)


340



18,890Net income














21,070







21,070Currency translation adjustments


















(493
)


(493
)Comprehensive income






















20,577Sale of equity, net of offering costs


2,524



25



16,968











16,993Issuance of common stock from the exercise of stock options


1,024



10



1,554











1,564Common stock repurchased and retired


(84
)


(1
)


(626
)










(627
)Compensation expense related to employee stock plans










4,239











4,239Balance at October 1, 2010


32,220


$
322


$
318,468


$
(257,001
)

$
(153
)

$
61,636    48




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    The
    Company    2.
    Summary
    of Significant Accounting Policies  Basis of Presentation
  Reverse Stock Split one-for-five
  Fiscal Periods
  Use of Estimates
  Revenue Recognition 985-605, ASC 985-605,
   49




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Cash and Cash Equivalents
 50




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Inventories
  Property, Plant and Equipment
  License Agreements
  Impairment of Long-Lived Assets
  Foreign Currency Translation and
    Remeasurement
  Research and Development 
  Product Warranties
  Stock-Based Compensation
 51




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Business Segments
  Fair Value Measurements 
  Other Income, net
  Income Taxes
    Per Share Information
 52




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    October 1,


October 2,


October 3,2010


2009


2008As adjusted 


As adjusted note 6


note 6Earnings per share   basicNet income/(loss)

$
21,070


$
(25,114
)

$
4,285Basic weighted average common shares outstanding


30,260



24,156



23,046Earnings per share  basic

$
0.70


$
(1.04
)


0.19Earnings per share   dilutedNet income/(loss)

$
21,070


$
(25,114
)

$
4,285Add: Interest expense on convertible notes, net of tax


1,508







Net income, adjusted

$
22,578


$
(25,114
)

$
4,285Basic weighted average common shares outstanding


30,260



24,156



23,046Effect of dilutive securities:Convertible senior notes


3,165







Dilutive stock awards


1,154







156Diluted weighted average common shares outstanding


34,579



24,156



23,202Earnings per share   diluted

$
0.65


$
(1.04
)


0.18         Concentrations
 53




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010

2009

2008Customer A


15
%


16
%


11
%Customer B


15
%


14
%


16
%Customer C


10
%


12
%


5
%Customer D


7
%


13
%


6
%     2010

2009Customer A


25
%


19
%Customer B


5
%


10
%Customer C


12
%


6
%Customer E


7
%


10
%   Supplemental Cash Flow Information Non-cash
  Comprehensive Income/(Loss)
  Recent Accounting Standards ASC 470-20, 14-1. ASC 470-20
  ASC 260-10-45-61A,
 54




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009-13, ASU 2009-13, 2009-14, 2009-14. 2009-13 2009-13 2009-14
  3.
    Supplemental
    Financial Statement Data  Inventories
    2010


2009Work-in-process

$
4,681


$
4,124Finished goods


5,524



6,778$
10,205


$
10,902    55




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Deferred
    Income on Shipments to Distributors
    2010


2009Deferred revenue on shipments to distributors





$
5,674


$
2,984Deferred cost of inventory on shipments to distributors






(528
)


(422
)Reserves






53



42Deferred income on sales to distributors





$
5,199


$
2,604   Property,
    Plant and Equipment
    2010


2009Machinery and equipment

$
78,347


$
73,825Leasehold improvements


3,775



3,84082,122



77,665Accumulated depreciation and amortization


(69,422
)


(66,647
)$
12,700


$
11,018   4.
    Income
    Taxes    2010


2009


2008Current:Foreign

$
734


$
1,147


$
99State and local


356



22



10Total current


1,090



1,169



109Deferred:Foreign


(684
)


(687
)


502State and local










Total deferred


(684
)


(687
)


502$
406


$
482


$
611  56




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008U.S. federal statutory tax at 35%

$
7,516


$
(8,621
)

$
1,714State taxes, net of federal effect


306



(704
)


886Foreign income taxes in excess of U.S.


(159
)


298



420Valuation allowance


(7,220
)


9,779



(33,825
)Reversal of research and development credits, federal and state










29,041Other


(37
)


(270
)


1,375Provision for income taxes

$
406


$
482


$
611     2010


2009


2008United States

$
20,877


$
(25,098
)

$
4,378Foreign


599



466



518$
21,476


$
(24,632
)

$
4,896     2010


2009Deferred tax assets:Inventories

$
9,418


$
10,267Deferred revenue


2,105



1,213Accrued compensation and benefits


1,509



1,275Product returns and allowances


562



516Net operating losses


233,227



241,416Stock options


3,364



3,932Foreign deferred taxes


2,484



1,801Property, plant and equipment


1,635



510Amortization


1,912



1,950Other


1,957



2,011Valuation allowance


(249,220
)


(256,341
)Total deferred tax assets


8,953



8,550Deferred tax liabilities:Deferred state taxes


5,998



6,063Other


471



686Total deferred tax liabilities


6,469



6,749Net deferred tax assets

$
2,484


$
1,801    57




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                   58




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        TotalBalance as of October 2, 2009

$
37,032Increases in tax positions for current year


4,828Balance at October 1, 2010

$
41,860       5.
    Fair
    Value Measurements      
    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 59




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  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 Marketsfor Identical


Total Fair ValueInstruments


as ofOctober 1, 2010

(Level 1)


October 1, 2010Assets:Cash

$
22,174


$
22,174Money market fund


16,007



16,007Government money market fund


5,504



5,504Total cash and cash equivalents

$
43,685


$
43,685   Quoted Prices inActive Marketsfor Identical


Total Fair ValueInstruments


as ofOctober 2, 2009

(Level 1)


October 2, 2009Assets:Cash

$
20,891


$
20,891Total cash and cash equivalents

$
20,891


$
20,891   6.
    Revolving
    Credit Facility and Convertible Senior Notes  Revolving
    Credit Facility
     60




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.75% Convertible
    Senior Notes due 2009
      6.50% Convertible
    Senior Notes due 2013
           61




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Impact
    of Adoption of New Accounting Standard
  470-20,
  ASC 470-20,
 62




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  ASC 470-20,
    Consolidated Balance Sheet

As PreviouslyOctober 2, 2009

Reported

Adjustment

As Adjusted(In thousands)Other assets  long term

$
1,479


$
(97
)

$
1,382Total assets


62,560



(97
)


62,463Convertible senior notes  short term


10,486



(137
)


10,349Total current liabilities


29,472



(137
)


29,335Convertible senior notes  long term


15,000



(1,585
)


13,415Total liabilities


45,295



(1,722
)


43,573Additional paid-in capital


280,919



15,414



296,333Accumulated deficit


(249,074
)


(13,789
)


(262,863
)*Total stockholders equity


17,265



1,625



18,890Total liabilities and stockholders equity

$
62,560


$
(97
)

$
62,463     *
    
    See Note 11  Consolidated Statement of Operations

As PreviouslyYear Ended October 2, 2009

Reported

Adjustment

As Adjusted(In thousands, except per share amounts)Interest expense

$
(1,803
)

$
(1,324
)

$
(3,127
)Other income, net


2,811



(1,759
)


1,052Loss before income taxes


(21,549
)


(3,083
)


(24,632
)Net loss

$
(22,031
)

$
(3,083
)

$
(25,114
)Net loss per share:Net loss per share, basic

$
(0.91
)

$
(0.13
)

$
(1.04
)Net loss per share, diluted

$
(0.91
)

$
(0.13
)

$
(1.04
)Shares used in computation of net loss per share, in thousands:Basic


24,156



24,156



24,156Diluted


24,156



24,156



24,156   63




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Consolidated Statement of Operations

As PreviouslyYear Ended October 3, 2008

Reported

Adjustment

As Adjusted(In thousands, except per share amounts)Interest expense

$
(2,360
)

$
(2,950
)

$
(5,310
)Other income, net


544







544Income before income taxes


7,846



(2,950
)


4,896Net income

$
7,235


$
(2,950
)

$
4,285Net income per share:Net income per share, basic

$
0.31


$
(0.12
)

$
0.19Net income per share, diluted

$
0.31


$
(0.13
)

$
0.18Shares used in computation of net income per share, in thousands:Basic


23,046



23,046



23,046Diluted


23,202



23,202



23,202   Consolidated Statement of Cash Flows

As PreviouslyYear Ended October 2, 2009

Reported

Adjustment

As Adjusted(In thousands)Cash flows from operating activities:Net loss

$
(22,031
)

$
(3,083
)

$
(25,114
)Adjustments to reconcile net loss to net cash used in operating
    activities:Gain on debt extinguishment


(2,880
)


1,759



(1,121
)Amortization of debt discount on convertible debt






1,463



1,463Other non-cash items, net*


352



(167
)


185Changes in assets and liabilities, net of effects of
    acquisitions:Other


791



28



819Net cash used in operating activities

$
(5,385
)





$
(5,385
)     *
    
    Includes the amortization of debt issuance costs  Consolidated Statement of Cash Flows

As PreviouslyYear Ended October 3, 2008

Reported

Adjustment

As Adjusted(In thousands)Cash flows from operating activities:Net income

$
7,235


$
(2,950
)

$
4,285Adjustments to reconcile net loss to net cash used in operating
    activities:Gain on debt extinguishment










Amortization of debt discount on convertible debt






3,682



3,682Other non-cash items, net*


79



(732
)


(653
)Changes in assets and liabilities, net of effects of
    acquisitions:Other


1,523







1,523Net cash provided by operating activities

$
26,695






$
26,695     *
    
    Includes the amortization of debt issuance costs 64




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     October 1,


October 2,2010


20093.75% convertible senior notesPrincipal value of the liability component

$



$
10,500Unamortized value of the liability component






151Net carrying value of the liability component

$



$
10,3496.50% convertible senior notesPrincipal value of the liability component

$
15,000


$
15,000Unamortized value of the liability component


1,190



1,585Net carrying value of the liability component

$
13,810


$
13,415     Year EndedOctober 1,


October 2,


October 3,2010


2009


20083.75% convertible senior notesInterest expense  coupon

$
48


$
432


$
1,636Interest expense  debt discount amortization


151



1,080



3,620Total

$
199


$
1,512


$
5,256Effective interest rate on the liability component for the period


14.68
%


13.20
%


12.12
%6.50% convertible senior notesInterest expense  coupon

$
975


$
975


$
163Interest expense  debt discount amortization


395



383



62Total

$
1,370


$
1,358


$
225Effective interest rate on the liability component for the period


9.13
%


9.05
%


8.56
%     Fiscal Year2011

2012

2013Estimated debt discount amortization expense

$
406


$
418


$
366   7.
    Commitments     65




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Fiscal Year2011

$
3,8552012


3,5052013


1,5612014


6472015


192Thereafter


88Total minimum future lease payments

$
9,848     8.
    Contingencies      9.
    Guarantees   66




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10.
    Capital
    Stock        Warrants
     67




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Accumulated
    Other Comprehensive Loss/(Gain)  ASC 830-30,
    As PreviouslyReported

As RestatedAccumulated deficit

$
(262,863
)*

$
(278,071
)Accumulated other comprehensive loss/(gain)


(14,868
)


340     *
    
    as adjusted, see Note 6    As PreviouslyReported

As RestatedAccumulated deficit

$
(237,749
)*

$
(252,957
)Accumulated other comprehensive loss/(gain)


(14,725
)


483     *
    
    as adjusted, see Note 6    As PreviouslyReported

As RestatedAccumulated deficit

$
(242,236
)*

$
(257,444
)Accumulated other comprehensive loss/(gain)


(14,933
)


275     *
    
    as adjusted, see Note 6  12.
    Stock-Based
    Compensation   68




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          2010

2009

2008Weighted-average fair value of options granted

$
3.23


$
1.08


$
1.84Weighted-average assumptions:Expected volatility


95
%


87
%


64
%Dividend yield










Expected option life


2.8 years



2.8 years



3.2 yearsRisk-free interest rate


1.3
%


1.4
%


2.8
%       2010


2009Cost of goods sold

$
159


$
85Research and development


1,004



765Selling, general and administrative


3,076



1,825Total stock-based compensation expense

$
4,239


$
2,675   Stock
    Compensation Plans
   69




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Stock
    Option Awards
   70




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-Weighted-


Average


AggregateNumber of


Average


Remaining


IntrinsicShares


Exercise Price


Contractual Term


ValueOutstanding at September 28, 2007


3,982


$
11.65



4.0 years


$
1.4 millionExercisable at September 28, 2007


3,308


$
11.55



3.3 years


$
1.3 millionGranted


495



4.20Exercised


(18
)


5.97






$
33,000Forfeited or expired


(931
)


12.15Outstanding at October 3, 2008


3,528


$
10.50



3.7 years


$
Exercisable at October 3, 2008


2,704


$
11.59



2.6 years


$
Granted


1,294



1.98Exercised













$
Forfeited or expired


(1,694
)


11.40Outstanding at October 2, 2009


3,128


$
6.48



4.9 years


$
Exercisable at October 2, 2009


1,461


$
10.84



2.8 years


$
Granted


592



5.49Exercised


(479
)


3.38






$
2.5 millionForfeited or expired


(341
)


9.73Outstanding at October 1, 2010


2,900


$
6.41



4.8 years


$
8.5 millionExercisable at October 1, 2010


1,509


$
9.00



3.2 years


$
2.7 million       Outstanding


ExercisableAverage


Weighted-





Weighted-Remaining


Average





AverageNumber of


Contractual


Exercise


Number of


ExerciseRange of Exercise Prices

Shares


Life (Years)


Price


Shares


Price$ 0.75 - $ 2.31


1,007



6.0


$
1.98



320


$
1.992.88 -  4.85


736



6.2



4.14



223



4.235.01 -  9.73


467



3.5



8.41



288



8.6710.00 - 19.65


653



2.4



12.76



641



12.8020.07 - 47.50


37



1.9



35.09



37



35.090.75 - 47.50


2,900



4.8


$
6.41



1,509


$
9.00    71




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock
    Awards
    and/or
  20-day
 72




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageNumber of


Grant DateShares


Fair ValueNonvested shares at September 28, 2007


638


$
10.85Granted


772



4.49Vested


(594
)


7.64Forfeited


(134
)


8.87Nonvested shares at October 3, 2008


682


$
6.69Granted


211



1.86Vested


(472
)


6.61Forfeited


(50
)


7.02Nonvested shares at October 2, 2009


371


$
4.50Granted


740



6.60Vested


(418
)


4.77Forfeited


(13
)


3.13Nonvested shares at October 1, 2010


680


$
6.64     13.
    Asset
    Impairments and Other Charges     73




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      14.
    Special
    Charges    2010


2009


2008(Dollars in millions)Asset impairments

$
0.8


$
2.9


$
Restructuring charges


1.9



4.0



0.2Total special charges

$
2.7


$
6.9


$
0.2   Asset
    Impairments
      Restructuring
    Charges
    Mindspeed Fourth Quarter of Fiscal 2010 Restructuring
    Plan 
 74




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Workforce


FacilityReductions


and Other


TotalCharged to costs and expenses

$
966


$
311


$
1,277Cash payments


(265
)






(265
)Non-cash asset write-down






(311
)


(311
)Restructuring balance, October 1, 2010

$
701


$



$
701     Mindspeed First Quarter of Fiscal 2010 Restructuring
    Plan 
    Workforce


FacilityReductions


and Other


TotalCharged to costs and expenses

$
287


$
573


$
860Cash payments


(225
)


(573
)


(798
)Non-cash charges/(credits)


(62
)






(62
)Restructuring balance, October 1, 2010

$



$



$
     Mindspeed Second Quarter of Fiscal 2009 Restructuring
    Plan 
    Workforce


FacilityReductions


and Other


TotalRestructuring balance, October 2, 2009

$
78


$



$
78Cash payments


(35
)






(35
)Non-cash charges/(credits)


(35
)






(35
)Restructuring balance, October 1, 2010

$
8


$



$
8    75




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Mindspeed First Quarter of Fiscal 2009 Restructuring
    Plan 
    Workforce


FacilityReductions


and Other


TotalRestructuring balance, October 2, 2009

$
287


$
86


$
373Cash payments


(101
)


(80
)


(181
)Non-cash charges/(credits)


(174
)


(6
)


(180
)Restructuring balance, October 1, 2010

$
12


$



$
12     15.
    Employee
    Benefit Plans    16.
    Related
    Party Transactions   76




---



##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Segment
    and Other Information    2010


2009


2008Communications convergence processing products

$
66,923


$
49,452


$
48,402High-performance analog products


54,311



39,084



41,900WAN communications products


44,145



33,016



54,047Intellectual property


12,800



5,000



16,350$
178,179


$
126,552


$
160,699     2010


2009


2008United States

$
41,083


$
30,571


$
51,775Other Americas


4,213



6,531



6,317Total Americas


45,296



37,102



58,092Malaysia


8,936



6,949



7,097Singapore


13,582



4,306



5,334Taiwan


16,868



3,699



5,803China


54,730



52,266



49,574Japan


14,386



4,257



8,040Other Asia-Pacific


11,531



5,788



6,665Total Asia-Pacific


120,033



77,265



82,513Europe, Middle East and Africa


12,850



12,185



20,094$
178,179


$
126,552


$
160,699       2010


2009United States

$
20,405


$
15,663Europe, Middle East and Africa


1,230



1,191Asia-Pacific


2,182



2,146$
23,817


$
19,000  77




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##### Table of Contents



MINDSPEED
    TECHNOLOGIES, INC.
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Quarterly
    Financial Data (unaudited)  Net Income/(Loss)Total Net

Gross

Net Income/

per ShareRevenue

Margin

(Loss)

Basic

Diluted(In thousands, except per share amounts)Fiscal Year Ended October 1, 2010Fourth quarter

$
57,619


$
41,076


$
13,227
(1)

$
0.38


$
0.42Third quarter


43,281



27,780



4,864



0.15



0.15Second quarter


40,253



25,920



3,139



0.10



0.11First quarter


37,026



23,563



(160
)(2)


(0.01
)


(0.01
)Fiscal Year Ended October 2, 2009Fourth quarter


34,743



21,659



(1,330
)


(0.05
)


(0.05
)Third quarter


32,545



19,927



(3,220
)


(0.14
)


(0.14
)Second quarter


28,533



14,003



(14,813
)(3)


(0.63
)


(0.63
)First quarter

$
30,731


$
20,982


$
(5,751
)(4)

$
(0.25
)

$
(0.25
)     (1)
    
    Includes asset impairment and restructuring charges of
    $2.0 million and net income related to the sale of
    intellectual property totaling $9.9 million.(2)
    
    Includes restructuring charges of $0.9 million.(3)
    
    Includes tangible and intangible asset impairments totaling
    $5.5 million, inventory write-downs of $1.0 million,
    and restructuring charges of $1.7 million.(4)
    
    Includes restructuring charges of $2.3 million. 78




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  
  Internal
    Control  Integrated Framework
         79




---



##### Table of Contents



Internal Control  Integrated Framework
  Subtopic 470-20 Accounting for Convertible Debt Instruments That May Be
    Settled in Cash Upon Conversion (Including Partial Cash
    Settlement).
  Deloitte &
    Touche LLP
    80




---



##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure   
  Item 9A.
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rule 13a-15(e)
  Managements
    Report on Internal Control over Financial Reporting
      Internal Control  Integrated Framework
 
  PART III
   
  Item 10.
    Directors,
    Executive Officers and Corporate Governance   81




---



##### Table of Contents



(www.mindspeed.com) Form 10-K.
 
  Item 11.
    Executive
    Compensation   
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   
  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence   
  Item 14.
    Principal
    Accounting Fees and Services   
  PART IV
 
  Item 15.
    Exhibits
    and Financial Statement Schedules  Financial Statements
      Supplemental Schedules
  Schedule II 
    Valuation and Qualifying Accounts
   82




---



##### Table of Contents



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
    filed on July 1, 2008, is incorporated herein by reference
    (SEC File
    No. 001-31650).3
.3

Certificate of Designation of Series B Junior Participating
    Preferred Stock, filed as Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    filed on August 10, 2009, is incorporated herein by
    reference (SEC File
    No. 001-31650).3
.4

Amended and Restated Bylaws of the Registrant, filed as
    Exhibit 3.2 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2005, is
    incorporated herein by reference (SEC File
    No. 000-50499).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 (SEC File
    No. 001-31650).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
    filed on July 1, 2003, is incorporated herein by reference
    (SEC File
    No. 001-31650).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
    filed on December 8, 2004, is incorporated herein by
    reference (SEC File
    No. 001-31650).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
    filed on June 18, 2008, is incorporated herein by reference
    (SEC File
    No. 000-50499).4
.5

Section 382 Rights Agreement, dated as of August 9,
    2009, between the Registrant and Mellon Investor Services LLC,
    filed as Exhibit 4.1 to the Registrants Current
    Report on
    Form 8-K
    filed on August 10, 2009, is incorporated herein by
    reference (SEC File
    No. 001-31650).4
.6

Common Stock Purchase Warrant dated June 27, 2003, filed as
    Exhibit 4.5 to the Registrants Registration Statement
    on
    Form S-3,
    is incorporated herein by reference (Registration Statement
    No. 333-109523).4
.7

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
.8

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
    filed on August 4, 2008, is incorporated herein by
    reference (SEC File
    No. 001-31650).4
.9

Form of 6.50% Convertible Senior Notes due 2013, attached
    as Exhibit A to the Indenture (Exhibit 4.8 hereto), is
    incorporated herein by reference.10
.1

Distribution Agreement dated as of June 27, 2003, by and
    between Conexant Systems, Inc. and the Registrant, filed as
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed on July 1, 2003, is incorporated herein by reference
    (SEC File
    No. 001-31650).10
.2

Employee Matters Agreement dated as of June 27, 2003, by
    and between Conexant Systems, Inc. and the Registrant, filed as
    Exhibit 2.2 to the Registrants Current Report on
    Form 8-K
    filed on July 1, 2003, is incorporated herein by reference
    (SEC File
    No. 001-31650).10
.3

Amendment No. 1 to Employee Matters Agreement dated as of
    June 27, 2003, by and between Conexant Systems, Inc. and
    the Registrant, dated January 13, 2005, filed as
    Exhibit 10.3 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2005, is
    incorporated herein by reference (SEC File
    No. 000-50499).10
.4

Amendment No. 2 to Employee Matters Agreement dated as of
    June 27, 2003, by and between Conexant Systems, Inc. and
    the Registrant, dated July 1, 2005, filed as
    Exhibit 10.4 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended September 30, 2005, is
    incorporated herein by reference (SEC File
    No. 000-50499). 83




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##### Table of Contents



10
.5

Amendment No. 3 to Employee Matters Agreement dated as of
    June 27, 2003, by and between Conexant Systems, Inc. and
    the Registrant, dated January 9, 2006, filed as
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended December 31, 2005, is
    incorporated herein by reference (SEC File
    No. 000-50499).10
.6

Tax Allocation Agreement dated as of June 27, 2003, by and
    between Conexant Systems, Inc. and the Registrant, filed as
    Exhibit 2.3 to the Registrants Current Report on
    Form 8-K
    filed on July 1, 2003, is incorporated herein by reference
    (SEC File
    No. 001-31650).10
.7

Loan and Security Agreement, dated as of September 30,
    2008, by and between the Registrant and Silicon Valley Bank,
    filed as Exhibit 10.1 to the Registrants Current
    Report on
    Form 8-K
    filed on October 6, 2008, is incorporated herein by
    reference (SEC File
    No. 001-31650).10
.8

Amendment No. 1 to Loan and Security Agreement, dated
    March 2, 2009, by and between the Registrant and Silicon
    Valley Bank, filed as Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on March 18, 2009, is incorporated herein by
    reference (SEC File
    No. 001-31650).10
.9

Amendment No. 2 to Loan and Security Agreement, dated
    March 31, 2010, by and between the Registrant and Silicon
    Valley Bank, filed as Exhibit 10.5 to the Registrants
    Quarterly Report on
    Form 10-Q
    for the quarter ended July 2, 2010, is incorporated herein
    by reference (SEC File
    No. 001-31650).10
.10

Lease, dated March 23, 2010, by and between the Registrant
    and 4000 MacArthur L.P., filed as Exhibit 10.5 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarter ended April 2, 2010, is incorporated herein
    by reference (SEC File
    No. 001-31650).10
.11

First Amendment to Lease, dated as of September 10, 2010,
    by and between the Registrant and 4000 MacArthur L.P.*10
.12

Form of Employment Agreement of the Registrant, filed as
    Exhibit 10.9 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.13

Schedule identifying parties to and terms of agreements with the
    Registrant substantially identical to the form of Employment
    Agreement filed as Exhibit 10.12 hereto.*10
.14

Form of Employment Agreement of the Registrant, filed as
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 3, 2009, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.15

Schedule identifying parties to and terms of agreements with the
    Registrant substantially identical to the form of Employment
    Agreement filed as Exhibit 10.14 hereto, filed as
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 2, 2010, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.16

Form of Indemnification Agreement entered into between the
    Registrant and the Chief Executive Officer, Chief Financial
    Officer and each of the directors of the Registrant, filed as
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.17

Mindspeed Technologies, Inc. 2003 Stock Option Plan, as amended
    and restated, filed as Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.18

Mindspeed Technologies, Inc. 2003 Long-Term Incentives Plan, as
    amended and restated, filed as Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on March 13, 2009, is incorporated herein by
    reference (SEC File
    No. 001-31650).*10
.19

Form of Stock Option Award under the Mindspeed Technologies,
    Inc. 2003 Long-Term Incentives Plan, filed as Exhibit 10.4
    to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.20

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 fiscal quarter ended April 3, 2009, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.21

Form of Restricted Stock Award under the Mindspeed Technologies,
    Inc. 2003 Long-Term Incentives Plan, filed as Exhibit 10.6
    to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499). 84




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##### Table of Contents



*10
.22

Restricted Stock Terms and Conditions under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.19 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 1, 2004, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.23

Form of Restricted Stock Unit Award under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.20 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.24

Restricted Stock Unit Terms and Conditions under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.21 to the Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.25

Form of Unrestricted Stock Award under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.4 to the Registrants Current Report on
    Form 8-K
    dated March 10, 2010, is incorporated herein by reference
    (SEC File
    No. 001-31650).*10
.26

Unrestricted Stock Terms and Conditions under the Mindspeed
    Technologies, Inc. 2003 Long-Term Incentives Plan, filed as
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    dated March 10, 2010, is incorporated herein by reference
    (SEC File
    No. 001-31650).*10
.27

Mindspeed Technologies, Inc. Employee Stock Purchase Plan, filed
    as Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    dated March 10, 2010, is incorporated herein by reference
    (SEC File
    No. 001-31650).*10
.28

Form of Grant Letter and Mindspeed Technologies, Inc.
    Non-Qualified Stock Option Award Agreement, filed as
    Exhibit 4.12 to the Registrants Registration
    Statement on
    Form S-8,
    is incorporated herein by reference (Registration Statement
    No. 333-165875).*10
.29

Form of Grant Letter and Mindspeed Technologies, Inc. Restricted
    Stock Award Agreement, filed as Exhibit 4.13 to the
    Registrants Registration Statement on
    Form S-8,
    is incorporated herein by reference (Registration Statement
    No. 333-165875).*10
.30

Non-Qualified Stock Option Award Agreement, dated July 25,
    2008 by and between the Registrant and Bret W. Johnsen, filed as
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference (SEC File
    No. 001-31650).*10
.31

Mindspeed Technologies, Inc. Directors Stock Plan, as amended
    and restated.*10
.32

Form of Stock Option Award under the Mindspeed Technologies,
    Inc. Directors Stock Plan, filed as Exhibit 10.7 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended July 1, 2005, is incorporated
    herein by reference (SEC File
    No. 000-50499).*10
.33

Stock Option Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan.*10
.34

Form of Restricted Shares Award under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.1 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006, is
    incorporated herein by reference (SEC File
    No. 000-50499).*10
.35

Restricted Shares Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.2 to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended March 31, 2006, is
    incorporated herein by reference (SEC File
    No. 000-50499).*10
.36

Form of Restricted Stock Unit Award under the Mindspeed
    Technologies, Inc. Directors Stock Plan, filed as
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on April 11, 2008, is incorporated herein by
    reference (SEC File
    No. 000-50499).*10
.37

Restricted Stock Unit Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan.*10
.38

Summary of Director Compensation Arrangements.*10
.39

Summary of Cash Bonus Arrangement, filed as Exhibit 10.11
    to the Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended June 27, 2008, is incorporated
    herein by reference
    (SEC File No. 001-31650).*10
.40

Summary of Mindspeed Technologies, Inc. Fiscal Year 2010 Cash
    Bonus Plan, as set forth in the Registrants Current Report
    on
    Form 8-K
    dated December 16, 2009 and as supplemented in the
    Registrants Current Report on
    Form 8-K
    dated August 20, 2010, is incorporated herein by reference
    (SEC File
    No. 001-31650). 85




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##### Table of Contents



*10
.41

Letter Agreement, dated as of December 11, 2008, entered
    into between the Registrant and the Chief Executive Officer of
    the Registrant, filed as Exhibit 10.37 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 3, 2008, is incorporated
    herein by reference
    (SEC File No. 001-31650).*+10
.42

Confidential Severance and General Release Agreement, effective
    as of April 3, 2009, by and between the Registrant and
    Preetinder S. Virk, filed as Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the fiscal quarter ended April 3, 2009, is incorporated
    herein by reference
    (SEC File No. 001-31650).*10
.43

Confidential Severance and General Release Agreement, effective
    as of August 21, 2009, by and between the Registrant and
    Thomas O. Morton, filed as Exhibit 10.39 to the
    Registrants Annual Report on
    Form 10-K
    for the fiscal year ended October 2, 2009, is incorporated
    herein by reference
    (SEC File No. 001-31650).*±10
.44

Confidential Severance and General Release Agreement, effective
    August 13, 2010, by and between the Registrant and Ron
    Cates.12
.1

Statement re: Computation of Ratios.21


List of subsidiaries of the Registrant.23


Consent of independent registered public accounting firm.24


Power of attorney, authorizing certain persons to sign this
    Annual Report on
    Form 10-K
    on behalf of certain directors and officers of the Registrant.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 a grant of confidential treatment. Omitted portions
    have been filed separately with the SEC.±
    
    Certain confidential portions of this exhibit have been omitted
    pursuant to a request for confidential treatment. Omitted
    portions have been filed separately with the SEC.  Exhibits
    Financial Statement Schedules
   86




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##### Table of Contents



SIGNATURES
  Form 10-K
    By:
    /s/  Raouf
    Y. Halim       Signature

Title/s/  Raouf
    Y. HalimRaouf
    Y. Halim

Chief Executive Officer and Director 
    (Principal Executive Officer)/s/  Bret
    W. JohnsenBret
    W. Johnsen

Senior Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)/s/  Dwight
    W. Decker*Dwight
    W. Decker

Chairman of the Board of Directors/s/  Robert
    J. Conrad*Robert
    J. Conrad*

Director/s/  Michael
    T. Hayashi*Michael
    T. Hayashi*

Director/s/  Ming
    Louie*Ming
    Louie

Director/s/  Thomas
    A. Madden*Thomas
    A. Madden

Director/s/  Jerre
    L. Stead*Jerre
    L. Stead*

Director*By:

/s/  Raouf
    Y. HalimRaouf
    Y. Halim,Attorney-in-Fact**     **
    
    By authority of the power of attorney filed as Exhibit 24
    hereto. 87




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##### Table of Contents



SCHEDULE II
  VALUATION
    AND QUALIFYING ACCOUNTS
  AdditionsBalance at

Charged to



Balance atBeginning of

Costs and



End ofDescription

Year

Expenses

Deductions(1)

Year(In thousands)Year ended October 1, 2010:Allowance for doubtful accounts

$
144


$
45


$



$
189Reserve for sales returns and allowances


1,168



252



(180
)


1,240Year ended October 2, 2009:Allowance for doubtful accounts

$
342


$
(11
)

$
(187
)

$
144Reserve for sales returns and allowances


1,555



417



(804
)


1,168Year ended October 3, 2008:Allowance for doubtful accounts

$
353


$
(11
)

$



$
342Reserve for sales returns and allowances


1,589



460



(494
)


1,555     (1)
    
    Deductions in the allowance for doubtful accounts reflect
    amounts written off. 88




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##### Table of Contents



EXHIBIT INDEX
  10
.11

First Amendment to Lease, dated as of September 10, 2010,
    by and between the Registrant and 4000 MacArthur L.P.10
.13

Schedule identifying parties to and terms of agreements with the
    Registrant substantially identical to the form of Employment
    Agreement filed as Exhibit 10.12 hereto.10
.31

Mindspeed Technologies, Inc. Directors Stock Plan, as amended
    and restated.10
.33

Stock Option Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan.10
.37

Restricted Stock Unit Terms and Conditions under the Mindspeed
    Technologies, Inc. Directors Stock Plan.10
.38

Summary of Director Compensation Arrangements.10
.44

Confidential Severance and General Release Agreement, effective
    August 13, 2010, by and between the Registrant and Ron
    Cates.12
.1

Statement re: Computation of Ratios.21


List of subsidiaries of the Registrant.23


Consent of independent registered public accounting firm.24


Power of attorney, authorizing certain persons to sign this
    Annual Report on
    Form 10-K
    on behalf of certain directors and officers of the Registrant.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.  89